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HomeMy WebLinkAboutRES2023-039 HEA Asset Purchase Agreement1 1 1 Sponsored by: Bower CITY OF SEWARD, ALASKA RESOLUTION 2023-039 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SEWARD, ALASKA, APPROVING AN ASSET PURCHASE AGREEMENT BETWEEN THE CITY OF SEWARD AND HOMER ELECTRIC ASSOCIATION FOR THE SALE OF THE CITY OF SEWARD ELECTRICAL SYSTEM, SUBJECT TO VOTER APPROVAL WHEREAS, on August 8, 2022, the Seward City Council passed Resolution 2022-087: Submitting the Question of Selling the City of Seward Electric Utility to the Qualified City of Seward Voters at a Special Election in and For the City of Seward on May 2, 2023; and WHEREAS, the resolution directed that prior to voter approval of the proposition to sell the electric utility, the city issue a Limited Solicitation Request for Proposals from interested and qualified electric utilities in Alaska to provide electric services; and WHEREAS, the resolution directed that following receipt of the proposals, the city will negotiate with, and select, the utility most qualified to meet the electric service needs of Seward while also sharing the City's community -focused values; and WHEREAS, the resolution further directs the selected utility be announced to the public prior to the vote on selling the utility and the selected utility be authorized to provide public information to City voters; and WHEREAS, the city received two proposals from qualified Alaskan electric utilities; and WHEREAS, pursuant to Seward City Code 2.10.033 C, the city council met in held three executive sessions to discuss the electric utility proposal and sale negotiations; and WHEREAS, following the executive session on October 27, 2022, the city council unanimously passed a motion to direct the city manager to bring a resolution before the council on November 14, 2022, stating the city council unanimously selected Homer Electric Association as the preferred electric utility to purchase Seward Electric; and WHEREAS, on November 14, 2022, the city council passed Resolution 2022-114 selecting Homer Electric Association as the preferred electric utility to purchase the City of Seward Electric Utility; and WHEREAS, the essential terms for sale of the City of Seward Electric Utility have been negotiated by Homer Electric Association and the City of Seward and are set forth in the materials accompanying this Resolution ("the Asset Purchase Agreement"); and WHEREAS, on March 21, 2023, the Board of Directors of Homer Electric Association CITY OF SEWARD, ALASKA RESOLUTION 2023-039 approved the Asset Purchase Agreement and authorized the General Manager of Homer Electric Association to sign an Asset Purchase Agreement substantially in the form accompanying this Resolution); and WHEREAS, the obligations of the City of Seward and Homer Electric Association set forth in the Asset Purchase Agreement are expressly conditioned on an affirmative vote by three - fifths of the qualified electors voting on the proposition to approve the sale of Seward's electric utility at a special election to be held May 2, 2023. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF SEWARD, ALASKA that: Section 1. The City Council finds it is in the public's interest to enter into the Asset Purchase Agreement with Homer Electric Association, Inc. pursuant to Resolution 2022-114. Section 2. The attached Asset Purchase Agreement is hereby approved and the City Manager is hereby authorized to execute the Asset Purchase Agreement in substantial form as attached hereto, and to make such corrections to the accompanying Exhibits and Schedules and execute related documents as may be necessary, to fulfill the intent of this resolution on behalf of the City of Seward and the intent of the parties to the Asset Purchase Agreement. Section 3. This resolution shall take effect immediately upon adoption, however, the obligations of the parties under the Asset Purchase Agreement are conditioned on voter approval as required by Article 13.4 of the City of Seward Charter. PASSED AND APPROVED by the City Council of the City of Seward, Alaska, this 28th day of March, 2023. THE CITY OF SEWARD, ALASKA g-w-sfrn'T Citt. v Sue McClure, Mayor AYES: Osenga, Calhoon, Wells, Barnwell, Finch, McClure NOES: None ABSENT: DeMoss ABSTAIN: None 1 1 1 1 1 CITY OF SEWARD, ALASKA RESOLUTION 2023-039 ATTEST: Brenda J. B City Cle •(0 SF * ec, Rpaa,vp.t. (CityAea --� M • SEAL • • vL %cantut% w. City Council Agenda Statement Meeting Date: March 28, 2023 To: City Council From: Janette Bower, City Manager Brooks Chandler, City Attorney Subject: Resolution 2023-039: Authorizing the City Manager to Enter into and Execute an Asset Purchase Agreement and Related Documents with Homer Electric Association Inc. for the Sale of the City of Seward Electric System to HEA Subject to Voter Approval Background and justification: On August 8, 2022, the Seward City Council passed Resolution 2022-087: Submitting the Question of Selling the City of Seward Electric Utility to the Qualified City of Seward Voters at a Special Election in and For the City of Seward on May 2, 2023. The resolution directed that prior to voter approval of the proposition to sell the electric utility, the city issue a Limited Solicitation Request for Proposals from interested and qualified electric utilities in Alaska to provide electric services and directed that following receipt of the proposals, the city will negotiate with, and select, the utility most qualified to meet the electric service needs of Seward while also sharing the City's community -focused value. The resolution further directed the selected utility be announced to the public prior to the vote on selling the utility and the selected utility be authorized to provide public information to City voters. The city received two proposals from qualified Alaskan electric utilities and pursuant to Seward City Code 2.10.033 C, the city council met in three executive sessions to discuss the electric utility proposal and sale negotiations. Following the executive session on October 27, 2022, the city council unanimously passed a motion to direct the city manager to bring a resolution before the council on November 14, 2022, stating the city council unanimously selected Homer Electric Association as the preferred electric utility to purchase Seward Electric. On November 14 the city council adopted Resolution 2022-114 selecting Homer Electric Association as the preferred electric utility to purchase the City of Seward Electric Utility. The essential terms for sale of the City of Seward Electric Utility have been negotiated by Homer Electric Association and the City of Seward and are set forth in the Asset Purchase Agreement that accompanies the resolution. On March 21, 2023, the Board of Directors of Homer Electric Association approved the Asset Purchase Agreement and authorized the General Manager of Homer Electric Association to sign the Asset Purchase Agreement. The obligations of the City of Seward and Homer Electric Association set forth in the Asset Purchase Agreement are expressly conditioned on an affirmative vote by three -fifths of the qualified electors voting on the proposition to approve the sale of Seward's electric utility at a special election to be held May 2, 2023. 322 Comprehensive and Strategic Plan Consistency Information This legislation is consistent with (citation listed): Comprehensive Plan: Strategic Plan: Other: Certification of Funds Total amount of funds listed in this legislation: $ 37,050,000 (estimated purchase offer at closing) This legislation (✓): Creates revenue in the amount of: $ 37,050,000 Creates expenditure in amount of: Creates a savings in the amount of: Has no fiscal impact Funds are (✓): Budgeted Line item(s): Not budgeted Not applicable Finance Director Signature: Attorney Review x Yes Attorney Signature: Not applicable Comments: ni,403 Administration Recommendation x Adopt resolution Other: 323 [Draft — Subject to Change] ASSET PURCHASE AGREEMENT by and between HOMER ELECTRIC ASSOCIATION, INC. as Buyer and THE CITY OF SEWARD as Seller [.], 2023 48280149.20 326 [Draft — Subject to Change] ARTICLE I. Section 1.01. Section 1.02. ARTICLE II. Section 2.01. Section 2.02. Section 2.03. Section 2.04. Section 2.05. ARTICLE III. Section 3.01. Section 3.02. ARTICLE IV. Section 4.01. Section 4.02. Section 4.03. Section 4.04. Section 4.05. Section 4.06. Section 4.07. Section 4.08. Section 4.09. Section 4.10. Section 4.11. Section 4.12. Section 4.13. Section 4.14. Section 4.15. Section 4.16. Section 4.17. Section 4.18. Section 4.19. Section 4.20. Section 4.21. Section 4.22. Section 4.23. Section 4.24. Section 4.25. TABLE OF CONTENTS Page DEFINITIONS AND RULES OF CONSTRUCTION 1 Definitions 1 Rules of Construction 16 PURCHASE AND SALE 17 Purchase and Sale 17 Excluded Assets 18 Assumed Liabilities 18 Excluded Liabilities 18 Purchase Price and Initial Payment Adjustment 19 CLOSING 23 Closing 23 Closing Deliverables 23 REPRESENTATIONS AND WARRANTIES OF SELLER 26 Formation of Seller 26 Authority of Seller 26 Consents and Approvals 27 No Conflict or Violation 27 Financial Statements 27 Absence of Certain Changes, Events and Conditions 28 Assigned Contracts 29 Real Property 29 Acquired Assets; Adequacy of Acquired Assets 32 Legal Proceedings; Governmental Orders; Compliance 33 Permits 33 Environmental Matters 34 Taxes 35 Insurance 36 Intellectual Property 36 Inventory 36 Regulatory Matters 37 Brokers 37 Labor Relations 37 Employee Plans and Related Matters 39 No Immunity from Suit or Liability 40 No Undisclosed Liabilities 41 No Other Representations 41 Full Disclosure 41 Reliance on Representations and Warranties 41 ARTICLE V. REPRESENTATIONS AND WARRANTIES OF BUYER 41 48280149.20 327 [Draft — Subject to Change] TABLE OF CONTENTS (cont' d) Page Section 5.01. Incorporation of Buyer 41 Section 5.02. Authority of Buyer 42 Section 5.03. Consents and Approvals 42 Section 5.04. No Conflict or Violation 42 Section 5.05. Legal Proceedings; Compliance 42 Section 5.06. Brokers 43 Section 5.07. Sufficiency of Funds 43 Section 5.08. No Other Representations 43 Section 5.09. Reliance on Representations and Warranties 43 ARTICLE VI. COVENANTS 43 Section 6.01. Conduct of Business Prior to the Closing 43 Section 6.02. Buyer's Due Diligence and Access to Information 45 Section 6.03. Rates and Rate Freeze 46 Section 6.04. Approvals; Consents 47 Section 6.05. Notice of Certain Events 49 Section 6.06. Real Property 49 Section 6.07. Board Observation 53 Section 6.08. Exclusivity 54 Section 6.09. Customer Accounts 55 Section 6.10. Pre- and Post -Closing Transition Cooperation; Allocation of Certain Items Post -Closing 55 Section 6.11. Further Assurances 56 Section 6.12. No Immunity Claim; Waiver of Immunity 56 Section 6.13. Confidentiality 56 Section 6.14. Disclosure Schedules 58 Section 6.15. Supplements to Seller's Disclosure Schedules 59 Section 6.16. Tax Cooperation; Allocation of Taxes 59 Section 6.17. Wholesale Power Contract; Conditional PPA 60 Section 6.18. Transfer of Certain Instruments 61 Section 6.19. Port and Harbor Facilities 62 Section 6.20. Special Contract 63 ARTICLE VII. EMPLOYEE MATTERS 63 Section 7.01. Continuing Employees 63 Section 7.02. Employee Benefits 63 Section 7.03. Employee Leave 64 Section 7.04. Employment -Related Liabilities 64 Section 7.05. Continuation of Benefits 64 Section 7.06. Employee Plan Liability 65 Section 7.07. No Contract 65 Section 7.08. Transition Agreement 65 ARTICLE VIII. CONDITIONS TO CLOSING 65 Section 8.01. Conditions to Obligations of Buyer and Seller 65 ii 48280149.20 328 [Draft — Subject to Change] TABLE OF CONTENTS (cont' d) Page Section 8.02. Conditions to Obligation of Buyer 66 Section 8.03. Conditions to Obligation of Seller 67 ARTICLE IX. SURVIVAL; INDEMNIFICATION 68 Section 9.01. Survival 68 Section 9.02. Indemnification 68 Section 9.03. Indemnification Procedures 69 Section 9.04. Setoff Rights 72 Section 9.05. Assignment of Claims 72 Section 9.06. Exclusive Remedy 72 Section 9.07. Investigations and Knowledge 72 Section 9.08. Tax Treatment of Indemnification Payments 73 ARTICLE X. TERMINATION 73 Section 10.01. Grounds for Termination 73 Section 10.02. Effect of Termination 74 ARTICLE XI. MISCELLANEOUS 74 Section 11.01. Notices 74 Section 11.02. Amendments and Waivers 75 Section 11.03. Expenses 75 Section 11.04. Successors and Assigns 76 Section 11.05. Governing Law 76 Section 11.06. Jurisdiction 76 Section 11.07. WAIVER OF JURY TRIAL 76 Section 11.08. Counterparts; Third Party Beneficiaries 76 Section 11.09. Entire Agreement 76 Section 11.10. Captions 77 Section 11.11. Severability 77 Section 11.12. Specific Performance 77 Section 11.13. Relationship of the Parties 77 EXHIBITS Exhibit A — Bill of Sale Exhibit B — Assignment and Assumption Agreement Exhibit C — Transmission Line Exhibit D — Deeds Exhibit E — Assignment of Easement Rights Exhibit F — Legal Opinion Exhibit G — FIRPTA Certificate Exhibit H — System Assets Exhibit I — Inventory Exhibit J — Construction Work in Progress Exhibit K — Form of Office Lease 48280149.20 329 [Draft - Subject to Change] Exhibit L - Subdivision of Real Property Exhibit M - Form of Buyer Bylaws Amendment Exhibit N - Form of Yard Lease SELLER'S DISCLOSURE SCHEDULES Schedule 1.01(a) - Excluded Contracts Schedule 1.01(b) - Seller's Knowledge Schedule 1.01(c) - Permitted Encumbrances Schedule 2.01(e) - Assigned Contracts Schedule 2.01(g) - Intellectual Property Schedule 2.03(b) - Assumed Liabilities Schedule 2.04 - Excluded Liabilities Schedule 4.03 - Required Seller Consents Schedule 4.04 - No Conflict Schedule 4.05 - Financial Statements Schedule 4.07(b) - Assigned Contracts Breaches Schedule 4.08(a) - Owned Real Property Schedule 4.08(b) - Real Property Exceptions Schedule 4.08(c) - Leased Real Property Schedule 4.08(d) - Other Real Property Rights Schedule 4.08(f) - Exclusive Use Schedule 4.08(g) - Encroachment Schedule 4.09(c) - Condition of Tangible Assets Schedule 4.09(e) - Pending Claims Related to the System Assets Schedule 4.10(a) - Legal Proceedings Schedule 4.11(a) - System Permits Schedule 4.12(b) - Environmental Permits Schedule 4.12(e) - Hazardous Materials Schedule 4.12(g) - Environmental Reports Schedule 4.12(i) - Shared Facilities and Services Schedule 4.14(a) - Insurance Policies Schedule 4.16 - Inventory Exceptions Schedule 4.19(a) - Employees Schedule 4.19(b) - Independent Contractors Schedule 4.19(c) -Labor Agreements Schedule 4.20(a) - Employee Plans Schedule 4.20(d) - Multiemployer Plans Schedule 6.18(a) - Non -Assignable Assets BUYER'S DISCLOSURE SCHEDULES Schedule 5.03 - Required Buyer Consents Schedule 5.04 - Violations of Law or Organizational Documents, Breach of Contract iv 48280149.20 330 [Draft — Subject to Change] ASSET PURCHASE AGREEMENT This Asset Purchase Agreement (this "Agreement") is dated as of [•], 2023 (the "Effective Date") between Homer Electric Association, Inc., an Alaska utility consumer services cooperative ("Buyer") and the City of Seward, an Alaska municipal corporation dba Seward Electric Utility ("Seller" and, together with Buyer, the "Parties"). RECITALS WHEREAS, Seller currently owns and operates the Seward Electric Utility, which provides retail electric service to customers located in and around Seward, Alaska (the "System"); and WHEREAS, Seller desires to exit the electric utility business and cease performing any business activities associated with the System; and WHEREAS, Buyer desires to provide electric service to the System's customers; and WHEREAS, Buyer desires to acquire from Seller, and Seller desires to sell and transfer to Buyer, substantially all of the electric utility assets used in the System upon the terms and conditions set forth in this Agreement. NOW, THEREFORE, in consideration of the premises and the mutual terms, conditions and agreements set forth in this Agreement, and for other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound, the Parties hereby agree as follows: ARTICLE I. DEFINITIONS AND RULES OF CONSTRUCTION Section 1.01. Definitions. The following terms and phrases, as used in this Agreement, have the following meanings: "Accounts Payable" means, as of the Closing Date, all accounts payable of Seller to suppliers and vendors in connection with the Acquired Assets in respect of goods or services supplied to Seller before the Closing Date whether or not due and payable at that time. "Accounts Receivable" means, as of the Closing Date, (a) all billed and unbilled accounts receivable and other rights to payment from the Customers, including all accounts receivable representing amounts receivable in respect of products sold or services rendered to the Customers and (b) all other billed and unbilled accounts or notes receivable and other rights to payment relating to the Acquired Assets. "Accrued Vacation Amount" is defined in Section 7.03. "Acquired Assets" is defined in Section 2.01. "Acquisition Proposal" is defined in Section 6.07(a). 1 331 [Draft — Subject to Change] "Act" means Alaska Statute 29.04.010 and the City of Seward's Charter. "Additional Environmental Investigation" is defined in Section 6.02(a)(iii). "AEEC PPA" is defined in Section 6.17(b)(i). "Affiliate" means with respect to any specified Person, any other Person that, directly, or indirectly through one or more intermediaries, Controls, is Controlled by, or is under common Control with, such specified Person. Project. "Agreement" is defined in the Preamble. "Alaska DOT' means the Alaska Department of Transportation. "Assigned Contracts" is defined in Section 2.01(e). "Assignment and Assumption Agreement" is defined in Section 3.02(a)(ii). "Assignment of Easement Rights" is defined in Section 3.02(a)(v). "Assumed Liabilities" is defined in Section 2.03. "Audited Financial Statements" is defined in Section 4.05. "Balance Sheet" is defined in Section 4.05. "Balance Sheet Date" is defined in Section 4.05. "BCD Project" means the Battle Creek Diversion Project related to the Bradley Lake "Bill of Sale" is defined in Section 3.02(a)(i). "Board" means the board of directors of Buyer. "Board Materials" is defined in Section 6.07(a). "Board Member Appointment" is defined in Section 6.07(b). "Board Observer" is defined in Section 6.07(a). "Bond Debt' means Seller's 2022 Electric Revenue Bond, and Seller's Electric Revenue Refunding Bond, 2016. "BPMC' means the Bradley Lake Hydroelectric Project Management Committee. "Bradley Lake Power Sales Agreement" means the Agreement for the Sale and Purchase of Electric Power by and among the Alaska Power Authority, Chugach, the Golden Valley Electric Association, Inc., the Alaska Electric Generation & Transmission Cooperative, Inc., the 48280149.20 2 332 [Draft — Subject to Change] Municipality of Anchorage, Buyer, Seller and Matanuska Electric Association, Inc., dated as of December 8, 1987, as amended. "Bradley Lake Project" means the Bradley Lake Hydroelectric Project and related facilities. "Budget" means the budget of the City of Seward for the applicable calendar year as adopted by the City Council published by the City of Seward Finance Department. "Business Day" means any day other than Alaska Day, Seward's Day, Saturday, Sunday, or a day on which United States national banks are authorized or required by Law to be closed for business. "Buyer" is defined in the Preamble. "Buyer Bylaws Amendment" is defined in Section 6.07(b). "Buyer Indemnified Parties" means Buyer, its successors and permitted assigns, directors, officers, employees, controlling Persons and agents. "Buyer Liability Cap" is defined in Section 9.02(b). "Buyer Material Adverse Effect" means any event, occurrence, fact, condition or change that is materially adverse, in the aggregate, to the ability of Buyer to consummate the Transactions or perform its obligations under the Transaction Documents on a timely basis. "Buyer's Disclosure Schedules" means the schedules setting forth certain disclosures of Buyer, or qualifications or exceptions to any of Buyer's representations or warranties set forth in Article V, which schedules are attached to this Agreement and delivered by Buyer. "Cash Equivalents" means any of the following having a maturity of not greater than three hundred sixty-four (364) days from the date of issuance thereof: (a) readily marketable direct obligations of the government of the United States of America or any agency or instrumentality thereof or obligations unconditionally guaranteed by the full faith and credit of the government of the United States of America; (b) insured certificates of deposit of or time deposits with any commercial bank that is a member of the Federal Reserve System, which issues (or the parent of which issues) commercial paper rated as described in clause (c) below, which is organized under the laws of the United States or any State thereof and which has combined capital and surplus of at least $1,000,000,000; or (c) commercial paper issued by any corporation organized under the laws of any State of the United States and rated at least "A-1" by S&P or "P-1" by Moody's (or an equivalent rating by another nationally recognized credit rating agency of similar standing if neither S&P or Moody's is then in the business of rating commercial paper). "Casualty Event' means any damage, destruction, loss, or break -down of all or any portion of the Tangible Assets as a result of fire (including fire caused by lightning), wind, hail, ice, snow, hurricane, tornado, freezing, earthquake, earth movement, flood or other act of God, acts of terrorism, civil insurrection, riots, strikes, labor disturbances, vandalism, breakage or malfunction 48280149.20 3 333 [Draft — Subject to Change] of equipment, or any other event (whether or not similar to the foregoing) beyond the reasonable control of Buyer. "Certification" means the acts of City Council required to finalize Referendum Passage as set forth in Section 4.05.125 of the Seward City Code. "Chugach" means Chugach Electric Association, Inc., an Alaska non-profit electric cooperative corporation. "City Council" means the city council of Seller. "Claim" means any contest, action, cause of action, claim, assessment, demand, lawsuit, litigation, citation, summons, subpoena, complaint, inquiry, audit, notice of violation, hearing, arbitration, proceeding (including any proceeding that is civil, criminal, administrative, regulatory or otherwise by or before any Governmental Body), or notice of any of the foregoing involving any Person, whether at law or in equity. "Claim Notice" is defined in Section 9.03(a). "Closing" is defined in Section 3.01. "Closing Date" is defined in Section 3.01. "Closing Debt" means the amount of Bond Debt outstanding on the Closing Date, including interest payable thereon, and all costs of defeasing and redeeming the outstanding Bond Debt. "Closing Statement" is defined in Section 2.05(e). "COBRA" means Title X of the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, and all similar state or local applicable Laws. "Code" means the Internal Revenue Code of 1986, as amended. "Conditional PPA" is defined in Section 6.17(b). "Confidential Information" means all information which has been or is in the future disclosed by a Disclosing Party, directly or indirectly, to the Receiving Party to this Agreement which has not been made publicly available by the Disclosing Party and which is either (a) clearly marked "Confidential" when delivered by the Disclosing Party to the Receiving Party or (b) delivered or otherwise communicated orally or in writing by or on behalf of the Disclosing Party to the Receiving Party or a Representative of the Receiving Party, in connection with the Transactions. Information that otherwise would be included in the definition of Confidential Information shall not be deemed to have been made "publicly available" solely by reason of having been disclosed to third parties who have agreed to keep the same confidential. "Confidentiality Agreement" means that certain Confidentiality Agreement, dated April 14, 2022, by and between Buyer and Seller. 48280149.20 4 334 [Draft — Subject to Change] "Construction Work in Progress" means, as of a given date, System rights and assets not yet closed to plant. "Contested Adjustments Notice" is defined in Section 2.05(e)(ii). "Continuing Employees" is defined in Section 7.01. "Contract" means any agreement, contract, lease, deed, mortgage, license, instrument, note, commitment, undertaking, indenture, obligation or legally binding arrangement, in each case in writing. "Control" (including the terms "Controlled by," "Controlling" and "under common Control with"), with respect to the relationship between or among two or more Persons, means the possession, directly or indirectly, of the power to direct or cause the direction of the management policies or affairs of a Person, whether through ownership of voting securities, by contract, as executor or trustee, or otherwise. For the avoidance of doubt, a Person's ownership, directly or indirectly, of more than 50% of the voting power or the value of another Person shall be deemed to constitute Control of such Person. "COPA" means cost of power adjustment. "Customer Deposits" means the cash deposits paid by any Customers to Seller in connection with the retail electric service such Customers receive from Seller. "Customers" means all customers served by Seller in its certificated service area as of the Closing Date. "Damages" means any damage, loss, penalty, Liability, deficiency, judgment, interest, award, fine, cost and expense, including (a) reasonable expenses of investigation and reasonable attorneys' fees and expenses in connection with any Claim, (b) the cost of enforcing any right to indemnification under this Agreement, or (c) the cost of pursuing any insurance providers in connection with any Claim. "Deductible" is defined in Section 9.02(a). "Deeds" is defined in Section 3.02(a)(iii). "Deferred Payment" is defined in Section 2.05(a)(ii). "Delivery Point" means the location where the Seller terminates its equipment or conductors and at which the Customer assumes responsibility for construction and maintenance of the electrical facilities. "Direct Claim" is defined in Section 9.03(a). "Disclosing Party" means the Party disclosing Confidential Infonnation. 48280149.20 5 335 [Draft — Subject to Change] "Disclosure Schedules" means Buyer's Disclosure Schedules and Seller's Disclosure Schedules, collectively. "Distribution Line System" means the approximately one hundred twenty (120)-mile distribution line system and related assets of Seller connected to and used in conjunction with the Transmission Line. "E.O. 11246" is defined in Section 4.19(g). "Effective Date" is defined in the Preamble. "Employee" means, with respect to Seller, any person who is or was formerly employed by Seller solely in connection with the System. "Employee Plans" is defined in Section 4.20(a). "Encumbrance" means any encumbrance, lease, covenant, easement, condition, option, right of others, deed of trust, hypothecation, installment sale, mortgage, lien, pledge, charge, security interest, warrant, Claim, equitable interest, defect of title, restriction (whether on voting, sale, transfer, use, disposition or otherwise), encroachment, conditional sale or other title retention device or arrangement (including a capital lease), transfer or security for the payment of any indebtedness, whether (a) relating to any property or right or the income or profits therefrom or (b) imposed by Contract or Law. "Environmental Claim" means (a) any Claim, Order, Encumbrance, fine, or penalty by or from any Person alleging Damages of whatever kind or nature (including Damages or responsibility for the costs of enforcement proceedings, investigations, cleanup, governmental response, removal or remediation, natural resources damages, property damages, personal injuries, medical monitoring, penalties, contribution, indemnification and injunctive relief), (b) any settlement or judgment arising from any action or condition of the type described in clause (a), or (c) any oral communication by any Governmental Body that any action or condition of the type described in clause (a) is in progress, and in the case of clauses (a), (b) and (c) arising out of, based on or resulting from: (i) the presence, Release of, or exposure to, any Hazardous Materials; or (ii) any actual or alleged non-compliance with any Environmental Law or tern or condition of any Environmental Permit. "Environmental Law" means any Law, Order, Environmental Permit or binding agreement with any Governmental Body: (a) relating to pollution or contamination (or the cleanup thereof) or the protection of natural resources, endangered or threatened species, human health or safety, or the environment (including ambient air, soil, surface water or groundwater, or subsurface strata); or (b) concerning the presence of, exposure to, or the management, manufacture, use, containment, storage, recycling, reclamation, reuse, treatment, generation, discharge, transportation, processing, production, disposal or remediation of any Hazardous Materials. The term "Environmental Law" includes the following (including their implementing regulations and any state analogs): the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended by the Superfund Amendments and Reauthorization Act of 1986, 42 U.S.C. §§ 9601 et seq.; the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act of 1976, as amended by the Hazardous and Solid Waste Amendments of 1984, 42 48280149.20 6 336 [Draft — Subject to Change] U. S.C. §§ 6901 et seq.; the Federal Water Pollution Control Act of 1972, as amended by the Clean Water Act of 1977, 33 U.S.C. §§ 1251 et seq.; the Toxic Substances Control Act of 1976, as amended, 15 U. S.C. §§ 2601 et seq.; the Emergency Planning and Community Right -to -Know Act of 1986, 42 U.S.C. §§ 11001 et seq.; the Clean Air Act of 1966, as amended by the Clean Air Act Amendments of 1990, 42 U.S.C. §§ 7401 et seq.; and the Occupational Safety and Health Act of 1970, as amended, 29 U.S.C. §§ 651 et seq. "Environmental Notice" means any written directive, notice of violation or infraction, or notice respecting any Environmental Claim relating to actual or alleged non-compliance with any Environmental Law or any term or condition of any Environmental Permit. "Environmental Permit" means any Permit, letter, clearance, consent, waiver, closure, exemption, decision or other action required under or issued, granted, given, authorized by or made pursuant to any Environmental Law. "ERISA" means the Employee Retirement Income Security Act of 1974, as amended, and any successor statute thereto. "ERISA Affiliate" means any entity (whether or not incorporated) that is required to be treated as a single employer together with Seller under Section 414 of ERISA and the regulations thereunder. "ERO" means the Electric Reliability Organization established pursuant to Alaska SB 123, signed into law on April 19, 2020. "Escrow Account" is defined in Section 2.05(f). "Escrow Agent" is defined in Section 2.05(f). "Escrow Agreement" is defined in Section 2.05(f). "Escrow Amount" is defined in Section 2.05(f). "Estimated Closing Statement" is defined in Section 2.05(c) "Estimated Initial Payment" is defined in Section 2.05(c). "Excluded Assets" is defined in Section 2.02. "Excluded Contracts" means all Contracts of Seller that are not Assigned Contracts which relate to the Acquired Assets, each as set forth on Section 1.01(a) of Seller's Disclosure Schedules. "Excluded Liabilities" is defined in Section 2.04. "Exclusivity Agreement" means that certain Exclusivity Agreement, dated as of November 22, 2022, by and between Buyer and Seller. "Final Initial Payment" is defined in Section 2.05(e)(iii). 48280149.20 7 337 [Draft — Subject to Change] "Final Statement" is defined in Section 2.05(e)(iii). "Financial Statements" is defined in Section 4.05. "FIRPTA Certificate" means a certificate pursuant to Treasury Regulations Section 1.1445-2(b), in the form of Exhibit G. "Fuel Inventory" means fuel held in inventory in tanks or other repositories, as applicable. "Fundamental Buyer Representations and Warranties" means those representations and warranties of Buyer set forth in Section 5.01 (Incorporation of Buyer), Section 5.02 (Authority of Buyer) and Section 5.06 (Brokers). "Fundamental Seller Representations and Warranties" means those representations and warranties of Seller set forth in Sections 4.01 (Formation of Seller), Section 4.02 (Authority of Seller), Section 4.04 (No Conflict or Violation), Section 4.08 (Real Property), Section 4.09 (Acquired Assets; Adequacy of Acquired Assets), Section 4.18 (Brokers), Section 4.21 (No Immunity from Suit or Liability) and Section 4.23 (No Other Representations). "GAAP" means United States generally accepted accounting principles in effect from time to time. "Governmental Body" means any court, tribunal, arbitrator, authority, agency, commission, official or other instrumentality of the United States or any state, county, city or other political subdivision or similar governing entity, and including any governmental, quasi - governmental or non -governmental body administering, regulating or having general oversight over natural gas, electricity, power or other markets, including the RCA, NERC and ERO. For purposes of clarity, Seller shall not be a Governmental Body for purposes of this Agreement. "Hazardous Materials" means any (a) substance, material, pollutant, contaminant, chemical, product, derivative, compound, mixture, solid, liquid, mineral, gas, or waste, the presence or exposure to which is regulated, prohibited or forms the basis for liability under any applicable Environmental Law; (b) petroleum or hydrocarbons in any form, and any derivative or by-product thereof, natural gas or natural gas products, radon gas, asbestos and asbestos -containing materials, mercury, radioactive materials, lead -containing paint, and polychlorinated biphenyls; or (c) any material, waste or substance which is in any way regulated as hazardous or toxic or actually or potentially causing damage or injury to human health or the environment by any Governmental Body, including mixtures thereof with other materials. "IBEW' means the International Brotherhood of Electrical Workers, Local 1547. "IBEW CBA" means the collective bargaining agreement in effect, as of immediately prior to the Closing, between Seller and IBEW with respect to System employees. "Indebtedness" means any of the following: (a) the Bond Debt; (b) the Closing Debt; (c) any other obligations for any indebtedness for borrowed money; (d) any obligations evidenced by bonds, debentures, notes or other similar instruments; (e) any obligations to pay the deferred purchase price of property or services (including both short-term and long-term portions thereof), 48280149.20 8 338 [Draft — Subject to Change] except trade accounts payable and other current liabilities arising in the ordinary course of business consistent with past practices; (f) any obligations as lessee under, or required to be classified and accounted for as, capitalized leases on a balance sheet under GAAP; (g) any reimbursement obligations with respect to draws, contingent or otherwise, under acceptances, letters of credits, surety bonds or similar facilities; (h) any obligations under commodity swap agreements, commodity cap agreements, interest rate cap agreements, interest rate swap agreements, foreign currency exchange agreements and other similar agreements; (i) any ERISA-related liabilities or obligations, including Withdrawal Liability; (j) any guaranty of any of the foregoing, in each case together with all accrued interest thereon, if any, and any termination fees, prepayment penalties, "breakage" costs or similar payments associated with the repayment of or default under such Indebtedness; and (k) any other payment obligation of Seller secured by revenues of the System. "Indemnification Claims" is defined in Section 9.03. "Indemnified Party" is defined in Section 9.03. "Indemnifying Party" is defined in Section 9.03(a). "Independent Accounting Firm" is defined in Section 2.05(e)(iii). "Initial Payment" is defined in Section 2.05. "Insurance Policies" is defined in Section 4.14(a). "Intellectual Property" means all of the following in any jurisdiction throughout the world including: (i) inventions (whether or not patentable or reduced to practice), all improvements thereto, and patents, patent applications and patent disclosures, together with all reissuances, continuations, continuations -in -part, revisions, extensions, reexaminations and counterparts thereof; (ii) trademarks, service marks, trade dress, logos, slogans, trade names, corporate names and all other indicia of origin, together with all translations, derivations and combinations thereof, and together with all goodwill associated therewith, and all applications, registrations and renewals in connection therewith; (iii) internet domain names and social media account or user names (including "handles"), whether or not trademarked, all associated web addresses, URLs, websites and web pages, social media accounts and pages, and all content and data thereon or relating thereto, whether or not copyrights; (iv) works of authorship (whether or not copyrightable), and copyrights, mask works and copyrightable works, and applications, registrations and renewals in connection therewith; (v) trade secrets, know-how and other confidential, proprietary or business information (including ideas, research and development, formulas, compositions, manufacturing, production and other processes and techniques, methods, designs, technical and other data, charts, plans, diagrams, drawings and specifications, customer and supplier lists and business, marketing and other plans, studies and proposals); (vi) computer software (including source code, executable code data, databases and documentation) and systems; (vii) copies and tangible embodiments of any of the foregoing in whatever form or medium; (viii) all other intellectual property and proprietary rights; and (ix) the right to sue and recover for any past, present or future infringement, misappropriation, dilution or any other causes of action, and to recover or collect any damages, proceeds, income, royalties or other payments in connection with or relating to any of the foregoing. 48280149.20 9 339 [Draft — Subject to Change] "Interim Financial Statements" is defined in Section 4.05. "Inventory" is defined in Section 2.01(c). "Inventory Value" means the Value of all Inventory, as of a given date (including the Value of the Fuel Inventory). "Joint Application" means an application for RCA Approval. "Knowledge ofSeller," "Seller's Knowledge" or any other similar knowledge qualification with respect to Seller means the knowledge of the individuals listed on Section 1.01(b) of Seller's Disclosure Schedules after due inquiry and investigation of information available to, or obtainable by, Seller, its agents, and its advisers. "Labor Agreement" means any collective bargaining agreement, union contract, memorandum or letter of understanding, project labor agreement or similar agreement with any trade union, labor organization or group. "Law" means any federal, state, local, municipal or foreign law (including common law), statute, rule, regulation, ordinance, code, directive, ruling, regulation, judgment, injunction, decree, court decision and other pronouncements having the effect of law of any Governmental Body having or asserting jurisdiction over the Parties or any of their assets. "Leased Real Property" is defined in Section 4.08(a). "Liabilities" means as to any Person, all adverse Claims, liabilities, Withdrawal Liabilities, commitments, responsibilities, duties and obligations of any kind or nature whatsoever, direct or indirect, absolute or contingent, whether accrued, vested or otherwise, whether known or unknown and whether or not actually reflected, or required to be reflected, in such Person's balance sheet or other Records. "Loan Agreements" means (1) that certain Loan Agreement dated April 14, 2022 and (2) that certain Loan Amendatory Agreement dated January 20, 2016, each by and between Seller and the Alaska Municipal Bond Bank. "Longevity Bonus Amount" is defined in Section 7.02. "Multiemployer Plan" is defined in Section 4.20(d). "Non Assignable Assets" is defined in Section 6.18(a). "Non -Fundamental Breaches" is defined in Section 9.02(a). "Office Lease" means the lease agreement for office space to be entered into by Buyer and Seller at the Closing and in the form of Exhibit K. "Order" means any order, ruling, decision, verdict, writ, subpoena, mandate, precept, command, directive, consent, approval, award, judgment, decree, injunction (either preliminary or 48280149.20 10 340 [Draft — Subject to Change] permanent) or other similar determination or finding by, before, or under the supervision of any Governmental Body, arbitrator or mediator. "Organizational Documents" means, with respect to any Person, the articles or certificate of incorporation or organization, bylaws, limited partnership agreement, partnership agreement, limited liability company agreement, operating agreement or such other organizational documents of such Person, including those that are required to be registered or kept in the place of incorporation, organization or formation of such Person and which establish the legal existence and characteristics of such Person. "Other Real Property Rights" is defined in Section 4.08(d). "Owned Real Property" is defined in Section 4.08(a). "Party" or "Parties" are defined in the Preamble. "Permit" means any permit, license, variance, clearance, closure, certificate, franchise, approval, consent, notice, waiver, filing, registration, accreditation or other similar authorization or right obtained or required by any Law or required or issued by any Governmental Body. The term "Permit" shall include any general permit, permit -by -rule, or similar authorization issued by the governing body, whether or not a copy of such permit is physically issued by the Governmental Body to the Seller. "Permitted Encumbrances" means (a) those items set forth in Section 1.01(c) of Seller's Disclosure Schedules, (b) mechanics, carriers', workmen's, repairmen's or other like liens arising or incurred in the ordinary course of business consistent with past practice for amounts not yet due and payable or amounts being contested in good faith by appropriate proceedings timely instituted so long as either (i) there are adequate accruals or reserves on the Balance Sheet, or (ii) a bond or other security has been posted or provided in such manner and amount as to assure that any amounts determined to be due will promptly be paid in full when such contest is determined, or (c) recorded easements, rights of way, zoning ordinances and other similar Encumbrances affecting Real Property that do not affect the operation of the Acquired Assets and are not, individually or in the aggregate, material to the Acquired Assets. "Permitted Exception" is defined in Section 6.06(c)(iii). "Person" means any individual, corporation, partnership, limited liability company, association, trust, joint venture, incorporated organization, or other entity or organization, including a Governmental Body and any department or agency thereof. "Phase I Environmental Site Assessment" means any Phase I environmental site assessment with respect to the Real Property or any portion thereof. "Potential Contributor" is defined in Section 9.05. "PPE Additions" means the amount of any capitalizable investment in electric utility plant (either closed to plant or still categorized as Construction Work in Progress) that constitutes 48280149.20 11 341 [Draft — Subject to Change] System Assets and the costs of which were actually incurred by Seller and not collected from the Customer under Seward City Code 14.15.515 and in accordance with Section 6.01 after December 31, 2022, and prior to the Closing Date. "PPE Adjustments" means (1) the aggregate amount of PPE Additions, less (2) the change in aggregate amount of accumulated depreciation of the System Assets between December 31, 2022 and the Closing Date. "Prepaid Expenses" is defined in Section 2.05(b)(iii). "Proceeding" is defined in Section 9.03(a). "Protest Notice" is defined in Section 2.05(e)(i). "Prudent Utility Practice" means the practices, methods and acts engaged in or approved by a significant portion of the electric distribution and retail electric service industry that, at a particular time, in the exercise of reasonable judgment in light of the facts known at the time a decision was made, would have reasonably been expected to accomplish the desired result in a manner consistent with good business practices, the requirements of all reliability, safety, environmental protection, economy and expedition and applicable Laws, standards, governmental actions, equipment manufacturer's recommendations, insurance requirements and manuals. "Prudent Utility Practices" are not intended to be limited to the optimum practices, methods or acts to the exclusion of all others but rather to include a spectrum of possible practices, methods or acts generally accepted in the industry during the relevant period in light of the circumstances. "Prudent Utility Practice" includes the necessary maintenance and repair of the Acquired Assets and the implementation of electric rates, COPA methodology and tariffs necessary and sufficient to operate the System in a financially prudent manner and to fund Seller's cost of service between November 14, 2022 and Closing. "Purchase Price" is defined in Section 2.05(a)(ii). "RCA" means the Regulatory Commission of Alaska. "RCA Approval" means determinations by RCA approving the Transactions and the transfer of Seller's certificate of public convenience and necessity (CPCN) to Buyer. "Real Property" means, collectively, the Owned Real Property, Leased Real Property and Other Real Property Rights, and all appurtenances thereto (including all buildings, structures, improvements and facilities located thereon), including (a) all easements or rights -of -way appurtenant to such real property; (b) all right, title and interest in and to oil, gas or mineral rights, water rights and any other surface and subsurface elements present on such real property; and (c) all interests in and to all rights necessary for ingress and egress to and from such real property. For the avoidance of doubt, any reference to items "on the Real Property" shall include all items at, on, in, upon, over, across, under and within the Real Property. "Receiving Party" means the Party receiving Confidential Information. 48280149.20 12 342 [Draft — Subject to Change] "Records" means the operating records (including customer records), files and papers related to the Acquired Assets or Assumed Liabilities that are reasonably necessary for ownership and operation of the Acquired Assets and Assumed Liabilities after the Closing, including the Seller Performance Information; provided, however, "Records" excludes all records, files and papers prepared by Seller in connection with the Transactions or any accounting and financial books, related financial records and all other relevant constitutional, organic or other governing documents of Seller. "Referendum" means the referendum currently scheduled to be held on May 2, 2023 for the approval of the Transactions. "Referendum Passage" means the affirmative vote of at least sixty percent (60%) of votes received in the Referendum. "Release" means any actual or threatened releasing, spilling, emitting, leaking, pumping, pouring, emptying, injecting, escaping, dumping, disposing, discharging, depositing, leaching, dumping, abandoning, allowing to escape or migrating into or through the environment (including ambient air, soil, surface water, groundwater, land surface or subsurface strata, or within any building or structure). "Reliability Standards" means those reliability standards, and any regional variations thereof, approved by the RCA, as they may be amended from time to time, pursuant to the Alaska Public Utilities Regulatory Act and administrative regulations and Orders the RCA has adopted or administers. "Representative" means, with respect to any Person, such Person's officers, directors, managers, employees, agents and other representatives (including any investment banker, financial advisor, accountant, legal counsel or expert retained by or acting on behalf of such Person or its subsidiaries). "Required Buyer Consents" is defined in Section 5.03. "Required Seller Consents" is defined in Section 4.03. "ROFR Notice" is defined in Section 6.19(b)(i). "ROFR Offer Period" is defined in Section 6.19(b)(ii). "ROFR Purchase Offer" is defined in Section 6.19(b)(ii). "ROFR Site" is defined in Section 6.19(b). "ROFR Third -Party Purchaser" is defined in Section 6.19(b)(i). "RRC' means the Railbelt Reliability Council, as further defined in the Memorandum of Understanding among the Railbelt Electric Utilities, dated September 15, 2022. "Seller" is defined in the Preamble. 48280149.20 13 343 [Draft — Subject to Change] "Seller Indemnified Parties" means Seller, its successors and permitted assigns, directors, officers, employees and agents. "Seller Liability Cap" is defined in Section 9.02(a). "Seller Material Adverse Effect" means any event, occurrence, fact, condition or change that is, or would reasonably be expected to become, individually or in the aggregate, materially adverse to the (a) Acquired Assets or (b) ability of Seller to consummate the Transactions or perform its obligations under the Transaction Documents, each on a timely basis. "Seller Performance Information" means historical data with respect to the costs of operating the System prior to the Closing, including (i) acquisition costs and depreciation of the Acquired Assets and (ii) for a period of no less than three (3) years prior to Closing, the costs of operating them, such as costs of administration, overhead, maintenance, repair, and replacement of such Acquired Assets as well the costs of necessary franchises, permits and authorizations. "Seller Rate Study" is defined in Section 6.03(a). "Seller's Adjusted Base Rates" is defined in Section 6.03(b). "Seller's Base Rates" is defined in Section 6.03(a). For the avoidance of doubt, Seller Base Rates do not include charges under the COPA mechanism in Seller's tariff, or charges administered by the Harbormaster related to the City's responsibilities for owning and maintaining wire connecting the meter to the slip or Seward Marine Industrial Center (SMIC) facilities (meter loop). "Sellers Base Rates" do include the Seward Boat Harbor (less than 25 kW) rate in Seller's Electric Tariff and the Large General Service rate that apply to users with 25 kW or more demand in the Boat Harbor and Seward Marine Industrial Center. "Seller's Disclosure Schedules" means the schedules setting forth certain disclosures of Seller, or qualifications or exceptions to any of Seller's representations or warranties set forth in Article IV, which schedules are delivered simultaneously with the execution and delivery of this Agreement and may be supplemented in accordance with Section 6.15. "Seller's Electric Tariff' means Seller's Electric Rates and Charges 2023 as approved by City Council Resolution 2023-005, including Seller's Harbor Tariff. "Seller's Harbor Tariff' means Seller's 2023 Port & Harbor Tariff Regulations as approved by City Council Resolution 2023-004. "Special Contract" is defined in Section 6.20. "Survey" is defined in Section 6.06(c)(ii). "System" is defined in the Recitals. "System Assets" is defined in 2.01(b). "System Permits" is defined in Section 4.11(a). 48280149.20 14 344 [Draft — Subject to Change] "Tangible Assets" means, collectively, the System Assets and the Inventory. "Target Amount" means the Inventory Value as of December 31, 2022, as set forth on Exhibit I ($[•]). "Tax" means all federal, state, local, foreign and other income, gross receipts, sales, use, production, ad valorem, transfer, documentary, franchise, registration, profits, license, lease, service, service use, withholding, payroll, employment, unemployment, estimated, excise, severance, environmental, stamp, occupation, premium, property (real or personal), real property gains, windfall profits, customs, duties or other taxes, fees, assessments or charges of any kind whatsoever, together with any interest, additions or penalties with respect thereto and any interest in respect of such additions or penalties imposed or collected by any Taxing Authority. "Tax Return" means any return, declaration, report, claim for refund, information return or statement or other document relating to Taxes, including any amended return, extension request with respect thereto and any schedule or attachment thereto. "Taxing Authority" means any Governmental Body responsible for the imposition or collection of any Tax (domestic or foreign). "Termination Date" is defined in Section 10.01(b). "Third Party Claim" is defined in Section 9.03(a). "Three -Year Rate Freeze" is defined in Section 6.03(c). "Title Commitment" is defined in Section 6.06(c)(i). "Title Objection Date" is defined in Section 6.06(c)(iv). "Transaction Documents" means collectively this Agreement, the Bill of Sale, the Assignment and Assumption Agreement, the Assignment of Easement Rights, the Yard Lease, each of the Deeds, the Conditional PPA and all other documents contemplated hereunder or thereunder. "Transactions" means, collectively, the transactions contemplated by the Transaction Documents. "Transmission Line" means the approximately sixty-seven (67)-mile transmission lines, substations and related assets of Seller beginning and ending approximately at, and running between, a parcel with the legal description of Lot One (1), Block One (1), FOURTH OF JULY CREEK SUBDIVISION, SEWARD MARINE INDUSTRIAL CENTER, according to Plat No. 97-27, Seward Recording District, Third Judicial District, State of Alaska and a parcel with the legal description of T 05N R 02W SEC 16 SEWARD MERIDIAN SW 2019007 ALASKA STATE LAND SURVEY NO 2014-26 TRACT A. "Value" of any item as of a specified time will mean with respect to any Acquired Assets, the amount thereof properly reflected in Seller's financial statements reflecting the net of all 48280149.20 15 345 [Draft — Subject to Change] positive and negative entries as of such time with respect to the Acquired Assets or Assumed Liabilities, as determined in accordance with GAAP consistently applied in accordance with past practices, including appropriate adjustments in respect of depreciation and amortization, contributions in aid of construction and advances in aid of construction. For the avoidance of doubt, the Value of any item as of a specified time may be either positive or negative. "VEVRAA" is defined in Section 4.19(g). "WARN Acts" means the Worker Adjustment Retraining and Notification Act, 29 U. S.C. § 2101 et seq., as amended, and all similar state or local applicable Laws. "Wholesale Power Contract" means that certain wholesale power contract between Chugach and Seller, dated as of September 28, 2021. "Withdrawal Liability" means any liability owed to a Multiemployer Plan, as determined under Part I of Subtitle E of ERISA, in the event of a "complete withdrawal" or a "partial withdrawal" (as such terms are defined in Section 4203 and 4205 of ERISA, respectively). "Yard Lease" is defined in Section 6.19(a). "Yard Lease Site" is defined in Section 6.19(a). Section 1.02. Rules of Construction. (a) The Parties have participated jointly in the negotiation and drafting of this Agreement. If an ambiguity or question of intent or interpretation arises, this Agreement will be construed as if drafted jointly by the Parties, and no presumption or burden of proof will arise favoring or disfavoring any Party because of the authorship of any provision of this Agreement. (b) Unless the context of this Agreement otherwise clearly requires, (i) references to the plural include the singular, (ii) references to the singular include the plural, (iii) references to any gender include the other genders, (iv) the terms "include," "including" and similar terms are not limiting and have the inclusive meaning represented by the phrase "including without limitation," (v) the term "or" is not exclusive, (vi) the terms "hereof," "herein," "hereunder," "hereto" and similar terms in this Agreement refer to this Agreement as a whole and not to any particular provision of this Agreement, (vii) the terms "day" and "days" mean and refer to calendar day(s) and (viii) "Seller" includes the City of Seward and where applicable the agencies, departments and political subdivisions thereof. (c) Unless otherwise set forth herein, references in this Agreement to (i) any document, instrument or agreement (including this Agreement) (A) include and incorporate all exhibits, schedules, disclosure schedules and other attachments thereto, (B) include all documents, instruments or agreements issued or executed in replacement thereof and (C) mean such document, instrument or agreement, or replacement or predecessor thereto, as amended, modified or supplemented from time to time in accordance with its terms and in effect at any given time, and (ii) a particular law, regulation or ordinance means such law, regulation or ordinance as amended, modified, supplemented or succeeded, from time to time and in effect at any given time and all rules and regulations promulgated thereunder, unless the context requires otherwise. All Article, 48280149.20 16 346 [Draft — Subject to Change] Section, Exhibit and Schedule references herein are to Articles, Sections, Exhibits and Schedules of this Agreement, unless otherwise specified. (d) The Parties intend that each representation, warranty, covenant, and condition contained herein will have independent significance. If any Party has breached any representation, warranty, or covenant contained herein in any respect, the fact that there exists another representation, warranty or covenant relating to the same or similar subject matter (regardless of the relative levels of specificity) which the Party has not breached will not detract from or mitigate the fact that the Party is in breach of the first representation, warranty, or covenant. If any condition to Closing contained herein has not been satisfied in any respect, the fact that there exists another condition relating to the same or similar subject matter (regardless of the relative levels of specificity) which has been satisfied shall not detract from or mitigate the fact that the first condition has not been satisfied. ARTICLE II. PURCHASE AND SALE Section 2.01. Purchase and Sale. Subject to the terms and conditions set forth in this Agreement, at the Closing, Seller shall sell, assign, transfer, convey and deliver to Buyer, and Buyer shall purchase from Seller, free and clear of any Encumbrances, other than Permitted Encumbrances, all of Seller's right, title and interest in, to and under the "Acquired Assets" which consist of the following, in each case as of the Closing Date: (a) all of Seller's rights in the Real Property; (b) all of the electric generation, transmission, distribution and general plant assets of the System (the "System Assets"), which System Assets as of December 31, 2022 are set forth on Exhibit H; (c) inventories used or held for use in connection with the System, including electric service parts, transformers, poles, equipment, Fuel Inventory, materials, chemicals, lubricants and vehicles and tools (the "Inventory"), which Inventory as of December 31, 2022 is set forth on Exhibit I; (d) all work, materials and other assets associated with the Construction Work in Progress set forth on Exhibit J; (e) all Contracts set forth on Section 2.01(e) of Seller's Disclosure Schedules (the "Assigned Contracts"); (f) all System Permits set forth on Section 4.11(a) of Seller's Disclosure Schedules, including all rights to provide electric service to Seller's certificated service area; (g) Schedules; Assets; all of the Intellectual Property set forth on Section 2.01(g) of Seller's Disclosure (h) all regulatory assets related to or necessary for the retail operation of the System 48280149.20 17 347 [Draft — Subject to Change] (i) all customer service facilities, equipment and other tangible property and assets used in or for the System or located on the Real Property, including the facilities, equipment and other tangible property and assets that connect the System Assets to each individual Customer's Delivery Point, Customer/premise/account data, historical consumption information, meters, remote metering equipment, and equipment needed to access the meters; (j) all Customer Deposits; (k) Seller's rights as a load serving entity and Stakeholder in Class 2, Provider - Distribution -Municipal under the RRC Articles of Incorporation, Bylaws, Rules, Tariff and Surcharges together with all rights existing under those certain Memoranda of Understanding dated December 6, 2019 and September 15, 2022; (1) copies of all Records; and (m) all other property, assets, and rights of any kind (including permits), whether tangible or intangible, whether now existing or hereafter acquired, and wherever located, owned, licensed, leased or otherwise held by Seller (whether or not dedicated to the System) that are in each case used or held for use in connection with the ownership, leasing, licensing, operation, interconnection, or maintenance of the System. Section 2.02. Excluded Assets. The Acquired Assets shall specifically exclude cash, Cash Equivalents and Accounts Receivable assets of Seller and all assets set forth on Section 2.02 of Seller's Disclosure Schedules (collectively, the "Excluded Assets"). Section 2.03. Assumed Liabilities. Subject to the terms and conditions set forth in this Agreement, at the Closing, Buyer shall assume and agree to pay, perform and discharge when due only the following Liabilities of Seller (collectively, the "Assumed Liabilities"), and no other Liabilities of any kind or nature whatsoever: (a) all Liabilities in respect of the Assigned Contracts that (i) arise and relate to the period from and after the Closing Date, (ii) were incurred in the ordinary course of business and (iii) do not relate to any failure to perform, improper performance, warranty or other breach, default or violation by Seller on or prior to the Closing Date; (b) obligations to refund to Customers, in accordance with the terms of such Customer Deposits, any Customer Deposits that are Acquired Assets and are transferred to Buyer; and (c) those Liabilities of Seller set forth on Section 2.03(b) of Seller's Disclosure Schedules. Section 2.04. Excluded Liabilities. (a) Notwithstanding any provision in this Agreement or any other writing to the contrary, Buyer shall not assume and shall not be responsible to pay, perform or discharge any Liabilities set forth on Section 2.04(a) of Seller's Disclosure Schedules or any Liabilities relating to or arising out of the Excluded Assets (the "Excluded Liabilities"). Seller shall pay and satisfy in due course all Excluded Liabilities. 48280149.20 18 348 [Draft — Subject to Change] (b) Without limiting the foregoing, Buyer shall not assume Liabilities arising out of any labor, employment, application for employment, independent contractor, collective bargaining or related agreement (including any benefit participation agreement), or any employment or labor relationship, between Seller and any of its Employees or independent contractors relating to matters occurring prior to the Closing (but regardless of when first known or asserted), all of which shall be Excluded Liabilities, including (i) all Liabilities relating to any grievance or claim of the Employee, (ii) all Liabilities arising out of any Employee Plan or other employee benefit plan sponsored or maintained by Seller or any of its ERISA Affiliates at any time or to which Seller or any of their ERISA Affiliates has made, or has or had any obligation to make, contributions, (iii) worker's compensation claims of any Employee which relate to events occurring prior to the Closing Date, or (iv) any Withdrawal Liability arising with respect to any Employee Plan, including any Withdrawal Liability triggered by the consummation of the Transactions. Section 2.05. Purchase Price and Initial Payment Adjustment. (a) Purchase Price. In consideration for the Transactions, including Buyer's purchase of the Acquired Assets and the assumption of the Assumed Liabilities pursuant to Section 2.01 and Section 2.03, Buyer shall pay to Seller aggregate amounts equal to: (i) Twenty -Five Million Two Hundred Fifty Thousand Dollars ($25,250,000), subject to adjustment pursuant to Section 2.05(b), less the Escrow Amount pursuant to Section 2.05(f) (the "Initial Payment"); and (ii) Eleven Million Dollars ($11,000,000), to be paid in equal installments of One Million One Hundred Thousand Dollars ($1,100,000) on the each of the first ten (10) anniversaries of the Closing Date (the "Deferred Payment", and together with the Initial Payment, the "Purchase Price"). (b) Initial Payment Adjustments. (i) The Initial Payment shall be adjusted by the difference (positive or negative), if any, between the Target Amount and the Inventory Value as of the Closing Date. (ii) The Initial Payment shall be decreased by (1) Longevity Bonus Amount and (2) the Accrued Vacation Amount. (iii) The Initial Payment shall be adjusted to reflect the remaining amount of any estimated expense payment made by Seller to the RRC that (1) covers an expense that will be incurred by the RRC and relates to the period after the Closing Date; (2) is not reflected in the in PPE Adjustments; and (3) has not been fully billed to Customers as of the Closing Date; and (4) has been approved by the RCA for cost recovery by Buyer after the Closing ("Prepaid Expenses"). The adjustment may be negative to the extent Seller maintains a surplus in Seller's RRC balancing account established pursuant to Section 6.09(b) of this Agreement at Closing. 48280149.20 19 349 [Draft — Subject to Change] (iv) The Initial Payment shall then be adjusted by the PPE Adjustments (PPE Adjustments may be negative). (c) Estimated Initial Payment. For purposes of determining the amount payable by Buyer at the Closing, not less than ten (10) days prior to the Closing Date, Seller shall in good faith prepare and deliver to Buyer a statement setting forth an estimated update and true -up of the Initial Payment as set forth in Section 2.05(b) (the "Estimated Initial Payment"). If Buyer shall object to any of the information set forth on such statement, then, during the remainder of such ten (10) day period prior to the Closing, Buyer and Seller shall negotiate in good faith to agree upon appropriate adjustments such that such statement reflects a mutually acceptable Estimated Initial Payment, but in the absence of such agreement, the Estimated Initial Payment will be calculated based upon Seller's position concerning such disputed matter without prejudice to the right of Buyer to raise such disputed matter again in accordance with the determination of the Final Initial Payment. The statement used for calculation of the Estimated Initial Payment in accordance with this Section 2.05(c) is referred to as the "Estimated Closing Statement". Seller shall provide to Buyer such information relating to the preparation of the Estimated Closing Statement as Buyer reasonably requests in connection with its review thereof, including by providing Buyer with reasonable access to the applicable books, records and personnel of Seller. (d) Payment of Estimated Closing Purchase Price. The Estimated Initial Payment shall be paid in full by Buyer to Seller cash by wire transfer of immediately available funds to the bank accounts that are designated by Seller to Buyer, which Seller shall designate at least three (3) Business Days prior to the Closing. (i) On the Closing Date, a portion of the Estimated Initial Payment, together with any other available funds of Seller to the extent necessary, shall be deposited into the applicable bond funds and accounts under bond resolutions and other documents, including Loan Agreements, related to the Closing Debt in accordance with the provisions related to the disposition of the System and the defeasance/redemption provisions of the bond resolutions and other documents, including Loan Agreements, pursuant to which such Closing Debt was issued in an amount that shall be sufficient to pay and redeem the Closing Debt ("Bond Release Consideration"). The sufficiency of such deposit of monies and the amount of the Bond Release Consideration shall be verified by an independent certified public accountant, acting as an expert and not an arbitrator, retained by Seller. Seller shall cause irrevocable instructions to be given on or prior to the Closing Date to the trustees under and in accordance with the provisions of the bond resolutions and other documents, including Loan Agreements, pursuant to which such Closing Debt was issued, and there shall be delivered to Buyer and Seller on or prior to the Closing Date opinions of bond counsel to Seller, in a form satisfactory to Buyer and Seller, to the effect that the pledge of the pledged revenues, and all covenants, agreements and obligations of Seller to the registered owners of the Closing Debt, and all liens, benefits or security under the Closing Debt, have thereupon ceased, terminated and become void, discharged and satisfied upon irrevocable deposit of the Bond Release Consideration on the Closing Date and that the 48280149.20 20 350 [Draft — Subject to Change] actions contemplated by this Agreement will not have an adverse effect on the tax-exempt status of the Closing Debt. Any Bond Release Consideration and interest earned thereon not used to defease and redeem Closing Debt shall be paid over to Seller following the payment and redemption of all outstanding Bond Debt. (e) Final Initial Payment. As soon as practicable after the Closing Date, but not later than sixty (60) days after the Closing Date, Buyer shall prepare and deliver to Seller a statement (the "Closing Statement") setting forth the update and true -up of the Estimated Initial Payment, as of the opening of business on the Closing Date, prepared and determined in accordance with Section 2.05(b). During such sixty (60)-day period, and the period of any dispute with respect to the application of this Section 2.05, Seller shall cooperate with Buyer in the preparation of the Closing Statement and the investigation of any disputed item. Buyer shall cooperate with Seller in connection with Seller's review of the Closing Statement and the investigation of any disputed item. (i) Seller shall have thirty (30) days after delivery of the Closing Statement by Buyer to review the same and if Seller takes exception to any items included in the Closing Statement. Seller shall deliver to Buyer a written statement thereon (the "Protest Notice"). The Protest Notice shall list those items included in the Closing Statement, if any, to which Seller takes exception and Seller's proposed adjustment, including in reasonable detail the basis for such exception and the computation of Seller's proposed adjustment. The failure of Seller to deliver such Protest Notice within such thirty -day (30-day) period following delivery of the Closing Statement shall constitute Seller's acceptance of the Closing Statement as prepared by Buyer. (ii) If Seller timely delivers a Protest Notice to Buyer, Buyer shall have thirty (30) days following receipt of such Protest Notice to review the same and to deliver to Seller a written statement thereon (the "Contested Adjustments Notice") stating the adjustments to which Buyer objects (such adjustments being referred to herein as the "Contested Adjustments"). The failure of Buyer to deliver such Contested Adjustments Notice within such thirty -day (30-day) period following delivery of the Protest Notice shall constitute Buyer's acceptance of the Closing Statement as adjusted by Seller in the Protest Notice. (iii) If Buyer delivers the Contested Adjustments Notice, Seller and Buyer shall attempt to resolve the dispute regarding the Contested Adjustments. If a final resolution thereof is not reached within fifteen (15) days of Seller's receipt of Buyer's objections thereto, either Seller or Buyer shall thereafter be entitled to refer any remaining Contested Adjustments to a mutually - acceptable nationally recognized firm of independent certified public accountants that has not provided services to Seller or Buyer or their respective Affiliates in the preceding three (3) years, or if no such firm is available and willing to serve, then a mutually -acceptable expert in public accounting, in each case, upon which Buyer and Seller shall have mutually 48280149.20 21 351 [Draft — Subject to Change] agreed or, in the absence of agreement on the accounting firm within ten (10) days of notice by either Seller or Buyer of intent to initiate such a referral, to an accounting firm determined by mutual agreement of Seller and Buyer (the "Independent Accounting Firm"). If there is such a referral to an Independent Accounting Firm, each of Seller and Buyer agree, if requested by the Independent Accounting Firm, to execute a reasonable engagement letter and shall submit to the Independent Accounting Firm not later than fifteen (15) days after its appointment, a written statement summarizing its position on the Contested Adjustments, together with such supporting documentation as it deems necessary. The Independent Accounting Firm shall act as an arbitrator to determine, based solely on the materials submitted and presentations by Seller and Buyer, and not by independent review, only the Contested Adjustments that have not been settled by negotiation and shall be instructed to render its decision within forty-five (45) days of its appointment or as soon thereafter as is reasonably practicable. The decision of the Independent Accounting Firm as to the Contested Adjustments shall be a final and binding arbitration award, and shall not be subject to further contest or dispute by, Seller or Buyer and Seller and Buyer further agree that such decision may be submitted to any court having jurisdiction in the form of a consent judgment enforceable against Seller and Buyer in accordance with any applicable statute governing arbitration awards. The Closing Statement shall be revised as necessary to reflect the decision of the Independent Accounting Firm and the other modifications thereto previously agreed to by Seller and Buyer. Each of Seller and Buyer shall bear its own expenses incurred in connection with the resolution of the Closing Statement, and the fees and expenses of the Independent Accounting Firm shall be shared equally by Seller, on the one hand, and Buyer, on the other hand. The terms "Final Statement" and "Final Initial Payment' as used in this Agreement, shall mean the definitive Closing Statement, and the update and true -up of the Estimated Initial Payment reflected therein, in each case as accepted by Buyer or agreed to by Buyer and Seller or resulting from the determinations made by the Independent Accounting Firm in accordance with this Section 2.05(e) (in addition to those items theretofore accepted by Buyer or agreed to by Buyer and Seller). (iv) Within thirty (30) days of the determination of the Final Statement: 1) if the Final Initial Payment set forth on the Final Statement is greater than the Estimated Initial Payment set forth on the Estimated Closing Statement, Buyer shall pay to Seller the amount of such excess; or 2) if the Final Initial Payment set forth on the Final Statement is less than the Estimated Initial Payment set forth on the Estimated Closing Statement, Seller shall pay to Buyer the amount of such shortfall. 48280149.20 22 352 [Draft — Subject to Change] (v) Any payments pursuant to the immediately preceding clause (ii) shall be made in U.S. Dollars by wire transfer of immediately available funds to the account or accounts designated by Seller or Buyer, as applicable. (f) Escrow. The Parties agree that an amount equal to Two Million Five Hundred Twenty -Five Thousand Dollars ($2,525,000) (the "Escrow Amount') will be paid by Buyer at the Closing deposited into an interest -bearing escrow account for the benefit of Seller (the "Escrow Account") as security for Seller's indemnification obligations under Article IX and applied in accordance with Section 9.04. The Escrow Account shall be established and managed pursuant to an escrow agreement (the form of which shall be reasonably acceptable to each of Buyer and Seller) (the "Escrow Agreement") with an escrow agent reasonably acceptable to each of Buyer and Seller (the "Escrow Agent"). On the date that is twelve (12) months after the Closing Date, the amount of the Escrow Amount (plus any interest earned on such account) that was not used prior to such date to fund claims for indemnification in accordance with this Agreement shall be paid to Seller out of the Escrow Account; provided, that in the event any Indemnified Parties have any claims for indemnification against Seller under this Agreement for which Seller has been given notice in accordance with this Agreement, the portion of the Escrow Amount (plus any interest earned on such account) subject to such claims shall be retained in the Escrow Account until the Parties fully and finally resolve such claims. ARTICLE III. CLOSING Section 3.01. Closing. Subject to the terms and conditions of this Agreement, the consummation of the Transactions (the "Closing") shall take place at the offices of Birch Horton Bittner & Cherot, P.C. at 510 L Street, Suite 700, Anchorage, Alaska 99501, or remotely by exchange of documents and signatures (or their electronic counterparts), at 10:00 a.m., local time, no later than the sixtieth (60th) Business Day after all conditions to Closing set forth in Article VIII (other than those conditions that are to be satisfied only on the Closing Date) have been satisfied or waived, or at such other time and date as the Parties may mutually agree in writing (the "Closing Date"). Notwithstanding the foregoing, in the event that all conditions to Closing set forth in Article VIII (other than those conditions that are to be satisfied only on the Closing Date) have been satisfied or waived on or before November 25, 2024, except for Seller obtaining the consent of Chugach to assign the Wholesale Power Contract, the Closing Date shall be January 2, 2025, provided that Seller agrees to provide at least thirty (30) days' advance written notice of such Closing Date to the applicable parties to effect the defeasance of the Bond Debt pursuant to Section 2.05(d)(i). Section 3.02. Closing Deliverables. (a) Deliveries by Seller. At the Closing, Seller shall deliver to Buyer: (i) a bill of sale, substantially in the form of Exhibit A attached to this Agreement (the "Bill of Sale"), duly executed by Seller; 48280149.20 23 353 [Draft — Subject to Change] (ii) an assignment and assumption agreement, substantially in the form of Exhibit B attached to this Agreement (the "Assignment and Assumption Agreement"), duly executed by Seller; (iii) with respect to the Real Property owned by Seller, special warranty deeds to be recorded in the Records of the Seward Recording District, Third Judicial District, State of Alaska, each substantially in the form of Exhibit D attached to this Agreement (the "Deeds"), duly executed and notarized by Seller; (iv) A map of the Transmission Line and Distribution Line System, indicating the specific Real Property (i.e., by APN or other identifying characteristic) used in connection with each parcel of real property implicated thereby; (v) with respect to certain other rights and interests of Seller related to the Real Property, assignments of easement rights, permits rights or any Other Real Property Rights, including any and all required consents, to be recorded in the Records of the Seward Recording District, Third Judicial District, State of Alaska, each substantially in the form of Exhibit E attached to this Agreement (the "Assignment of Easement Rights"), duly executed and notarized by Seller; (vi) a certificate of the City Clerk of Seller certifying that (A) attached are true and correct resolutions of City Council authorizing the execution, delivery and performance of this Agreement, the Certification, the other Transaction Documents and the other documents to which it is a party and the consummation of the Transactions, (B) all such resolutions are in full force and effect, (C) such resolutions have not been repealed or contravened, and (D) the individuals executing and delivering this Agreement, the other Transaction Documents and all other agreements and instruments contemplated hereby and thereby are duly authorized to do so, identifying the name, title and signature of each authorized individual; (vii) a list of the Customers and Customer information, in an electronic format acceptable to Buyer, including for each Customer, (A) Customer name, (B) associated account number, (C) associated meter number, and (D) geographic coordinates of the location of the associated meter; (viii) the FIRPTA Certificate; (ix) a counterpart of the Office Lease duly executed by Seller as landlord; (x) a counterpart of the Yard Lease duly executed by Seller; (xi) an opinion of counsel to Seller substantially in the form attached as Exhibit F; (xii) an opinion of bond counsel, as described in Section 2.05(d)(i); 24 48280149.20 354 [Draft — Subject to Change] (xiii) evidence reasonably satisfactory to Buyer that all Indebtedness has been, or will be on the Closing Date, paid in full by Seller; (xiv) a counterpart of the Special Contract duly executed by Seller; and (xv) all other documents reasonably required to be delivered by Seller on or prior to the Closing Date pursuant to this Agreement or otherwise reasonably required from Seller in connection herewith. (b) Deliveries by Buyer. At the Closing, Buyer shall deliver to Seller: (i) the Initial Payment in accordance with Section 2.05(a)(i); (ii) a counterpart of the Bill of Sale duly executed by Buyer; (iii) a counterpart of the Assignment and Assumption Agreement duly executed by Buyer; (iv) a certificate of existence of Buyer by the Alaska Secretary of State dated no earlier than five (5) Business Days prior to the Closing Date; (v) a certificate of Buyer's Secretary or other duly authorized officer, in a form reasonably acceptable to Seller, certifying that (A) attached are true and correct resolutions of Buyer's Board of Directors authorizing the execution, delivery and performance of this Agreement and the other Transaction Documents and all other documents to which it is a party and the consummation of the Transactions, (B) all such resolutions are in full force and effect and (C) such resolutions have not been repealed or contravened; (vi) a certificate of Buyer's Secretary or other duly authorized officer, in a form reasonably acceptable to Seller, identifying the name and title and bearing the signatures of Buyer's officers authorized to execute and deliver this Agreement, the other Transaction Documents and all other agreements and instruments contemplated hereby and thereby; (vii) a counterpart of the Office Lease duly executed by Buyer; (viii) a counterpart of the Yard Lease duly executed by Buyer; (ix) a counterpart of the Special Contract duly executed by Buyer; and (x) all other documents reasonably required to be delivered by Buyer on or prior to the Closing Date pursuant to this Agreement or otherwise reasonably required from Buyer in connection herewith. 48280149.20 25 355 [Draft — Subject to Change] ARTICLE IV. REPRESENTATIONS AND WARRANTIES OF SELLER Except as set forth in the correspondingly numbered Section of Seller's Disclosure Schedules, Seller represents and warrants to Buyer that the statements contained in this Article IV are true and correct as of the Effective Date and will be true and correct as of the Closing Date. Section 4.01. Formation of Seller. (a) Seller is a municipal corporation duly formed, validly existing and in good standing under the Laws of the State of Alaska. (b) Seller is duly authorized, qualified or licensed to conduct its business under the Laws of each other jurisdiction where such authorization, qualification or license is necessary. Section 4.02. Authority of Seller. (a) All acts necessary to the valid execution, delivery and performance of this Agreement and the other Transaction Documents to which Seller is a party, including competitive bidding, public notice, election, referendum, prior appropriation or other required procedures have been or will be taken and performed prior to the Closing as required under the Act, ordinances or other regulations. Seller has provided to Buyer certified copies of all ordinances, resolutions, and other documents evidencing the necessary authorizations with respect to the execution, delivery and performance by Seller of this Agreement and the other Transaction Documents to which it is a Party. (b) All persons making up the governing body of Seller are the duly elected or appointed incumbents in their positions and hold such positions in good standing in accordance with the Act and other applicable Law. (c) Entry into and performance of this Agreement and the other Transaction Documents to which Seller is a party are for a proper public purpose within the meaning of the Act and all other relevant constitutional, organic or other governing documents and applicable Law. (d) Any obligation of Seller to make payments under this Agreement, including any indemnification obligations of Seller pursuant to Article IX, (i) as of the Closing Date are unsubordinated obligations of Seller and are not subject to any prior claim under any and all bond ordinances or indentures to which Seller is a party, the Act and all other relevant constitutional, organic or other governing documents and applicable Law and (ii) as of the Effective Date and the Closing Date do not constitute any kind of Indebtedness of Seller or create any Encumbrance on, or security interest in, any property or revenues of Seller which, in either case, is proscribed by any provision of the Act or any other relevant constitutional, organic or other governing documents and applicable Law, any Order of any Governmental Body or any contractual restriction binding on or affecting Seller or any of the Acquired Assets. (e) All payment obligations of Seller under this Agreement are payable from the general fund of the City of Seward. 48280149.20 26 356 [Draft — Subject to Change] Section 4.03. Consents and Approvals. Except those required consents and approvals set forth on Section 4.03 of Seller's Disclosure Schedules (collectively, the "Required Seller Consents"), no filing or registration with, notification to, or authorization, consent or approval of, any Governmental Body or any other Person is required in connection with (a) the execution and delivery by Seller of this Agreement, any other Transaction Documents to which Seller is a party or the other agreements and instruments contemplated hereby or thereby to which Seller is a party or (b) the performance by Seller of its obligations hereunder and thereunder. Section 4.04. No Conflict or Violation. Assuming all of the Required Seller Consents have been obtained, except as set forth on Section 4.04 of Seller's Disclosure Schedules, the execution, delivery and performance by Seller of this Agreement, the other Transaction Documents to which it is a party and the other agreements and instruments contemplated hereby and thereby to which Seller is a party and the consummation of the Transactions, will not: (a) violate any Law applicable to Seller; (b) violate the Act or any other relevant constitutional, organic or other governing documents applicable to Seller; (c) result in the imposition or creation of any Encumbrance, other than the Permitted Encumbrances, on any Acquired Asset; or (d) conflict with, result in a violation or breach of the terms, conditions, or provisions of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify or cancel, or require any notice under any (i) Assigned Contract, or (ii) Permit affecting the Acquired Assets or Assumed Liabilities. Section 4.05. Financial Statements. Seller has delivered to Buyer: (1) true and complete copies of audited financial statements consisting of the balance sheet of Seller as of December 31, in each of the years 2020 and 2021 (as of the Effective Date) and 2022 (as of the Closing Date) and the related statements of income and cash flow (the "Audited Financial Statements") and (2) unaudited financial statements consisting of the balance sheet of the System as of December 31, 2022 (as of the Effective Date) and June 30, 2023 (as of the Closing Date) and the related statements of income for the period then ended (the "Interim Financial Statements" and together with the Audited Financial Statements, the "Financial Statements"). Except as otherwise indicated in the Financial Statements or as set forth on Section 4.05 of Seller's Disclosure Schedules, the Financial Statements (a) have been prepared from, and are in accordance with, the Records of Seller, which Records have been maintained on a basis consistent with its past practice, (b) were prepared in accordance with GAAP, applied on a consistent basis for the periods involved, subject, in the case of the Interim Financial Statements, to normal and recurring year-end adjustments (the effect of which will not be materially adverse to the Acquired Assets) and the absence of notes (that, if presented, would not differ materially from those presented in the Audited Financial Statements), (c) present fairly in all material respects the financial condition and results of operations of Seller as of the date thereof and for the period covered thereby and (d) present a full and complete statement and description of Seller's assets and Liabilities, which include Withdrawal Liabilities, as provided in the definition of Liabilities hereunder. Seller maintains a standard system of accounting established and administered in accordance with GAAP. The 48280149.20 27 357 [Draft — Subject to Change] balance sheet of Seller as of December 31, 2022 is referred to herein as the "Balance Sheet" and the date thereof as the "Balance Sheet Date". Section 4.06. Absence of Certain Changes, Events and Conditions. Since the Balance Sheet Date, and other than in the ordinary course of business consistent with past practice, there has not been any: (a) amendment of the Act or any other relevant constitutional, organic or other governing documents or Law applicable to Seller; (b) entry into any Contract that (A) is material to the Acquired Assets or Assumed Liabilities or (B) otherwise involves the expenditure, aggregate consideration or the incurrence or assumption of a Liability by Seller related to or in connection with the Acquired Assets, each in an amount equal to or greater than Twenty Five Thousand Dollars ($25,000) in any calendar year or Fifty Thousand Dollars ($50,000) in the aggregate, which cannot be terminated without penalty by Seller; (c) incurrence, assumption or guarantee of any Indebtedness in connection with the Acquired Assets except unsecured current obligations and Liabilities incurred in the ordinary course of business consistent with past practice; (d) transfer, assignment, sale, other disposition, mortgage, lease or pledge of, or the imposition of Encumbrance other than Permitted Encumbrances upon, any of the Acquired Assets shown or reflected in the Balance Sheet or cancellation of any debts or entitlements; (e) cancellation, compromise or settlement of any material Claim of any debts or Claims or amendment, termination or waiver or release of any rights constituting Acquired Assets; (f) material damage, destruction or loss, or any material interruption in use, of any Acquired Assets, whether or not covered by insurance; (g) amendment, acceleration, termination, material modification to or cancellation of any Assigned Contract or Permit; (h) pending or contemplated condemnation or eminent domain proceeding affecting all or any material portion of any of the Acquired Assets; (i) adoption of any plan of merger, consolidation, reorganization, liquidation or dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy or similar Law or consent to the filing of any bankruptcy petition or similar proceeding against it under any federal or state Law; (j) transaction or commitment made that is material to the Acquired Assets other than (i) transactions and commitments in the ordinary course of business and consistent with past practices or (ii) the Transactions; and (k) any Contract to do any of the foregoing, or any action or omission that would result in any of the foregoing. 48280149.20 28 358 [Draft — Subject to Change] Section 4.07. Assigned Contracts. (a) No Contracts other than the Assigned Contracts and the Excluded Contracts are used by Seller in or with respect to, or necessary for, or otherwise relate to, the Acquired Assets. (b) With respect to each Assigned Contract: (i) a true and complete copy of such Assigned Contract (including any amendments, modifications, attachments and supplements thereto, current as of the date this representation is made and the Closing Date) was made available to Buyer in connection with its due diligence; (ii) except as set forth in Section 4.07(b) of Seller's Disclosure Schedules, there is no (A) existing default or breach by Seller or, to Seller's Knowledge, any other party thereto under any Assigned Contract or (B) event or condition that, with notice or lapse of time or both, could constitute (x) a default or breach of any Assigned Contract, (y) result in a termination of any Assigned Contract or (z) result in an acceleration under or otherwise change any rights or obligations of any Assigned Contract, and Seller has not received notice of any intention or right to terminate or purporting to assert an event of default under any Assigned Contract; (iii) such Assigned Contract may be transferred to Buyer pursuant to this Agreement and will continue in full force and effect following the Closing, with no forfeiture or impairment of any rights thereunder; (iv) to Seller's Knowledge, no party has repudiated any provision of any Assigned Contract; (v) Seller is not currently renegotiating any Assigned Contract and has not received any notice of any nonrenewal or price increase with respect thereto; (vi) neither Seller nor, to the Knowledge of Seller, any other party thereto has waived any of its rights under an Assigned Contract, either orally or in writing; and (vii) such Assigned Contract constitutes a legal, valid and binding obligation of and enforceable against Seller, and, to Seller's Knowledge, the other parties thereto, in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, or similar Laws affecting creditor's rights and remedies and general principles of equity. Section 4.08. Real Property. (a) Seller does not own any real property or interests therein that are part of, or used in connection with the Acquired Assets except the real property that is described on Section 4.08(a) of Seller's Disclosure Schedules (the "Owned Real Property"). The Owned Real Property, 48280149.20 29 359 [Draft — Subject to Change] together with the leased real property described on Section 4.08(c) of Seller's Disclosure Schedules (the "Leased Real Property") and the easements, permits, rights -of -way, crossing agreements, and other real property rights described on Section 4.08(d) of Seller's Disclosure Schedules ("Other Real Property Rights") constitutes all of the real property rights required for Seller's ownership and operation of the Acquired Assets for their intended use. Seller has delivered or made available to Buyer true, complete and correct copies of the deeds and other instruments by which Seller acquired (or acquired the right to use) the Real Property in the possession of Seller, and copies of all title insurance policies, opinions, abstracts and surveys in the possession of Seller relating to the Real Property. (b) Except as set forth on Section 4.08(b) of Seller's Disclosure Schedules, (i) Seller has good and marketable fee simple title to the Owned Real Property free and clear of all Encumbrances, except Permitted Encumbrances; (ii) Seller is not in violation of or default under any easements, restrictions or other Encumbrances on or relating to the Real Property; (iii) there are no improvements that have been made or authorized by any Governmental Body, the costs of which are to be assessed as special Taxes or charges against any of the Real Property; (iv) the Real Property is not subject to any unpaid assessment nor are any assessments due in the future, except as set forth on Section 4.08(b)(iv) of Seller's Disclosure Schedules; (v) no Person other than Seller has any rights to acquire, lease or use (or does use) any of such Real Property or has any interest in any of such Real Property; (vi) the Real Property includes the right of ingress and egress (legal and practical) over public rights -of -way or valid and existing private easements of perpetual duration which have priority over all existing mortgages or security interests; (vii) the Real Property is in compliance with all applicable Laws relating to zoning and land use (and the current use does not constitute a nonconforming use), and Seller has received no notice alleging a violation of such Laws which remains uncured; (viii) there are no pending or threatened actions, suits or proceedings to modify the zoning or land use classification of any Real Property; (ix) Seller owns the Transmission Line and there are no conflicting rights or claimed rights, including mining claims, that could interfere with the operation, maintenance, construction, expansion, demolition or any other act regarding the Transmission Line or require Buyer to purchase, negotiate, exchange or further obtain permits in order to operate, maintain, construct, 48280149.20 30 360 [Draft — Subject to Change] expand, demolish, relocate or update the Transmission Line, except for the System Permits and Permitted Encumbrances. (c) Except as set forth on Section 4.08(c) of Seller's Disclosure Schedules, Seller does not lease, as lessee, any parcels of real property required for Seller's operation of the Acquired Assets for their intended use. Seller has delivered or made available to Buyer true, complete and correct copies of any leases with respect to, or affecting, the Leased Real Property. With respect to each lease set forth on Section 4.08(c) of Seller's Disclosure Schedules: (i) such lease is valid, binding, enforceable and in full force and effect, and Seller enjoys peaceful and undisturbed possession of the Leased Real Property; (ii) Seller is not in breach or default under such lease, and no event has occurred or circumstance exists which, with the delivery of notice, passage of time or both, would constitute such a breach or default, and Seller has paid all rent due and payable under such lease; (iii) Seller has not received nor given any notice of any default or event that with notice or lapse of time, or both, would constitute a default by Seller under such lease and, to the Knowledge of Seller, no other party is in default thereof, and no party to such lease has exercised any termination rights with respect thereto; (iv) Seller has not subleased, assigned or otherwise granted to any Person the right to use or occupy such Leased Real Property or any portion thereof; and (v) Seller has not pledged, mortgaged or otherwise granted an Encumbrance on its leasehold interest in any Leased Real Property. (d) Seller has delivered or made available to Buyer true, complete and correct copies of any such Other Real Property Rights. With respect to each of the Other Real Property Rights: (i) The Other Real Property Rights are valid, binding, enforceable and in full force and effect, and Seller enjoys peaceful and undisturbed possession of the Other Real Property Rights; (ii) Seller is not in breach or default under such Other Real Property Rights, and no event has occurred or circumstance exists which, with the delivery of notice, passage of time or both, would constitute such a breach or default, and Seller has paid all rent due and payable under such Other Real Property Rights; (iii) Seller has not received nor given any notice of any default or event that with notice or lapse of time, or both, would constitute a default by Seller under such Other Real Property Right and, to the Knowledge of Seller, no other 48280149.20 31 361 [Draft — Subject to Change] party is in default thereof, and no party to such Other Real Property Rights has exercised any termination rights with respect thereto; (iv) Except as set forth on Section 4.08(d) of Seller's Disclosure Schedules, Seller has not subleased, assigned or otherwise granted to any Person the right to use or occupy such Other Real Property Rights or any portion thereof; and (v) Seller has not pledged, mortgaged or otherwise granted an Encumbrance on its leasehold interest in any Other Real Property Rights. (e) Seller represents that the utility permits issued by the Alaska DOT included in Other Real Property Rights require the Alaska DOT to reimburse Seller in full for all costs incurred in making changes or alterations to the Transmission Line that qualify under the provisions of AS 19.25.020(c), in the event the Alaska DOT requires the relocation of any portion of the Transmission Line located within the permitted area described in Alaska DOT Permits No. 1- 130000-91-077 and No. 1-230000-94-124. (f) Seller has not received any written notice of (i) material violations of building codes and/or zoning ordinances or other governmental or regulatory Laws affecting the Real Property or (ii) any Claim pending or threatened, against or affecting the Real Property or any portion thereof or interest therein in the nature or in lieu of condemnation or eminent domain proceedings. (g) The use and operation of the Real Property in the conduct of the business of the System do not violate in any material respect any Law, covenant, condition, restriction, easement, Permit or agreement, and except as set forth on Section 4.08(f) of Seller's Disclosure Schedules, Seller has the exclusive right to own, use, access and/or occupy the Real Property for the construction, operation and maintenance of the Acquired Assets. (h) Except as set forth on Section 4.08(g) of the Seller's Disclosure Schedules, no material improvements constituting part of the Real Property encroach on real property owned or leased by a Person other than Seller. (i) The Real Property is sufficient for the continued operation of the Acquired Assets after the Closing in the same manner as operated prior to the Closing and constitutes all of the real property necessary to operate the Acquired Assets as currently operated. (j) Exhibit C sets forth a complete and accurate description of all real property used in connection with the Transmission Line, and no real property is used in connection with the Transmission Line other than as set forth on Exhibit C. Section 4.09. Acquired Assets; Adequacy of Acquired Assets. (a) Seller has good, marketable and valid title to, or rights by license, lease or other agreement to use, all of the Acquired Assets, free and clear of all Encumbrances, except Permitted Encumbrances. 48280149.20 32 362 [Draft — Subject to Change] (b) The Acquired Assets, including the System Assets and the Real Property, are adequate and sufficient for the uses to which they are being put. (c) Except as set forth on Section 4.09(c) of Seller's Disclosure Schedules, the Tangible Assets are (i) structurally sound, (ii) in good operating condition and repair, and (iii) not in need of maintenance or repairs except for ordinary, routine maintenance and repairs that are not material in nature or cost. (d) For the three (3)-year period prior to the Effective Date, the System Assets have been operated and maintained in compliance with (i) Prudent Utility Practices, (ii) all applicable Reliability Standards, and (iii) all Assigned Contracts and Excluded Contracts. Without limiting the foregoing, all major maintenance on the System Assets has been performed in accordance with the relevant manufacturer's recommended schedule and practices. (e) Except as set forth in Section 4.09(e) of Seller's Disclosure Schedules, there are no pending Claims for defective work, equipment or materials relating to the System Assets made by Seller against any Person. (f) Seller has provided to Buyer or has otherwise permitted Buyer to have access to copies of all Records, and such Records accurately reflect the operational history of the System Assets in all material respects. Section 4.10. Legal Proceedings; Governmental Orders; Compliance. (a) Except as set forth on Section 4.10(a) of Seller's Disclosure Schedules, there are no Claims pending or, to Seller's Knowledge, threatened by or against Seller before any Governmental Body (i) affecting any of the Acquired Assets or (ii) which may result in a Claim against Buyer for Damages as a result of Seller entering into the Transaction Documents. (b) There are no Claims pending or, to Seller's Knowledge, threatened, challenging the validity or propriety of the Transactions or that seek to enjoin, prevent or otherwise delay the Transactions. To Seller's Knowledge, no event has occurred or circumstances exist that may give rise to, or serve as the basis for, any such Claim. Buyer acknowledges that provisions of the Seward City Code permit post -Referendum Claims related to the Referendum. (c) There are no outstanding Orders and no unsatisfied judgments, penalties or awards against or affecting any of the Acquired Assets. (d) Seller is, and the Acquired Assets are, in material compliance with all applicable Laws and Seller has not received any notice of any violation of applicable Laws. Section 4.11. Permits. (a) Section 4.11(a) of Seller's Disclosure Schedules sets forth all Permits issued to Seller that are necessary, useful, or required for or necessary to remain in compliance with respect to, the administration, ownership, operation, interconnection, or maintenance of the Acquired Assets, including the RCA Approval (the "System Permits") and the date of issuance and expiration for each System Permit. 48280149.20 33 363 [Draft — Subject to Change] (b) All System Permits are in the possession of Seller, are in full force and effect and are being complied with, and all necessary renewal applications related to the System Permits have been appropriately filed. Seller is in material compliance with all System Permits and has not received any notification that it is in violation of any System Permit or any Laws or applicable Reliability Standards, and no event has occurred that, with or without notice or lapse of time or both, would reasonably be expected to result in the revocation, suspension, lapse or limitation of any System Permit. No material action, or written deficiency notice, demand or notice of any challenge is pending or, to Seller's Knowledge, threatened, which challenges the legality, validity or enforceability of any such System Permit, or that attempts to modify in any adverse manner the requirements pertaining to any obtained System Permit or application for a System Permit. (c) All System Permits may be transferred to Buyer pursuant to this Agreement and subject to RCA Approval and will continue in full force and effect following the Closing, with no forfeiture or impairment of any material rights thereunder. For any System Permit relating to the System Assets, and for which approval, renewal, amendment, or modification is currently being sought or is currently pending before a Governmental Body, no material expenditures, capital improvements or changes in operation will be necessary as a condition or result of such approval, renewal, amendment or modification. Section 4.12. Environmental Matters. (a) Seller and the Acquired Assets are currently, and since January 1, 2019 have been, in compliance with all Environmental Laws, and Seller has not received from any Person any: (i) Environmental Notice or Environmental Claim or (ii) written request for information pursuant to Environmental Law, which, in either case, remains pending or unresolved or is the source of ongoing obligations or requirements as of the Closing Date. (b) Seller has obtained and is in compliance with all Environmental Permits (each of which is disclosed in Section 4.12(b) of Seller's Disclosure Schedules) necessary, useful or required for the ownership and use of the Acquired Assets, and all such Environmental Permits are in full force and effect in accordance with Environmental Law. All Environmental Permits constituting Acquired Assets may be transferred to Buyer pursuant to this Agreement and will continue in full force and effect following the Closing, with no forfeiture or impairment of any material rights thereunder. (c) Seller does not need to make any expenditure out of the ordinary course of business in order to achieve or maintain compliance with any Environmental Law or any Environmental Permit. (d) There has been no Release of Hazardous Materials in contravention of Environmental Law with respect to the Acquired Assets or any real property currently or formerly owned, operated or leased by Seller in connection with the Acquired Assets, and Seller has not received any Environmental Notice that any of the Acquired Assets or real property currently or formerly owned, operated or leased by Seller in connection with the Acquired Assets (including soils, groundwater, surface water, buildings and other structure located thereon) has been contaminated with any Hazardous Material which could reasonably be expected to result in an 48280149.20 34 364 [Draft — Subject to Change] Environmental Claim against, or a violation of any Environmental Law or term of any Environmental Permit by, Seller. (e) Section 4.12(e) of Seller's Disclosure Schedules contains a complete and accurate list of all Hazardous Materials treatment, storage or disposal facilities or locations used by Seller and any predecessors in connection with the Acquired Assets as to which Seller may retain liability, and none of these facilities or locations has been placed or proposed for placement on the National Priorities List (or CERCLIS) under CERCLA, or any similar state list. Seller has not received any Environmental Notice regarding potential Liabilities with respect to such Hazardous Materials treatment, storage, or disposal facilities or locations used by Seller. (f) Seller has not retained or assumed, by Contract or operation of Law, any Liabilities of third parties under Environmental Law. (g) Seller has provided or otherwise made available to Buyer and listed in Section 4.12(g) of Seller's Disclosure Schedules: (i) all environmental reports, studies, audits, records, sampling data, site assessments, risk assessments, economic models and other similar documents with respect to the Acquired Assets or any currently or formerly owned, operated or leased real property by Seller in connection with the Acquired Assets which are in the possession or control of Seller related to compliance with Environmental Laws, Environmental Claims or an Environmental Notice or the Release of Hazardous Materials and (ii) all material documents concerning planned or anticipated capital expenditures required to reduce, offset, limit or otherwise control pollution and/or emissions, manage waste or otherwise ensure compliance with current or future Environmental Laws. (h) Seller is not aware of and does not reasonably anticipate, as of the Closing Date, any condition, event or circumstance concerning the Release or regulation of Hazardous Materials that might, after the Closing Date, prevent, impede or increase the costs associated with the ownership, lease, operation, performance or use of the Acquired Assets as currently carried out or owned, as applicable. (i) Except as set forth on Section 4.12(i) of Seller's Disclosure Schedules: (i) Seller does not share any services, including environmental or occupational safety and health regulatory compliance management services; nor is Seller a party to any shared services or similar agreement with any other party. (ii) Seller does not share any facilities, including wastewater treatment or pre- treatment facilities, solid or hazardous waste transfer, storage, disposal, or management facilities, or any other operations or maintenance facilities; nor is Seller a party to any shared facilities or similar agreement with any other party. Section 4.13. Taxes. (a) Seller is a Tax-exempt entity and is not required to file Tax Returns or pay Taxes with respect to the Acquired Assets and the business conducted with the Acquired Assets. 48280149.20 35 365 [Draft — Subject to Change] (b) Seller is not a party to any Claim by any Taxing Authority and there are no pending or threatened Claims by any Taxing Authority. (c) there are no Encumbrances for Taxes upon any of the Acquired Assets nor, to is any Taxing Authority in the process of imposing any Encumbrance for Taxes on any of the Acquired Assets; and (d) none of the Acquired Assets are bound by or subject to any Tax sharing agreement or arrangement. Section 4.14. Insurance. (a) Section 4.14(a) of Seller's Disclosure Schedules sets forth a true and complete list of all of the insurance policies maintained by Seller with respect to or in connection with the Acquired Assets that are now in full force and effect, valid and binding in accordance with their terms (the "Insurance Policies"), and such list states the type of policy, the limits of coverage, the carrier and the expiration date. True and complete copies of all the Insurance Policies have been provided to Buyer. (b) All premiums due on the Insurance Policies covering all periods up to and including the date hereof have been paid and, with respect to premiums due and payable prior to Closing, will be so paid, and Seller has not received any notice of termination, non -renewal, premium increase, alteration of coverage or denial with respect to any such policy which was not replaced on substantially similar terms prior to the date of its cancellation. (c) Seller is not in default under, or has otherwise failed to comply with, in any material respect, any provision contained in any Insurance Policy. (d) All Insurance Policies are provided by carriers who are financially solvent. No Insurance Policy has been subject to any lapse in coverage. (e) There are no Claims related to the Acquired Assets pending under the Insurance Policies as to which coverage has been questioned, denied or disputed or in respect of which there is an outstanding reservation of rights. Section 4.15. Intellectual Property. (a) Seller owns, or has licenses or rights to use, all Intellectual Property currently used in or reasonably necessary for the System and otherwise for the operation and maintenance of the System. (b) Seller has not received from any third party a claim in writing that the operation of the System is infringing the Intellectual Property of such third party. Section 4.16. Inventory. All of the Inventory (including spare parts) are of a quality usable in the ordinary course of business, except for (a) Inventory set forth on Section 4.16 of Seller's Disclosure Schedules and (b) obsolete items and items of below -standard quality, all of which have been written off or written down to net realizable value. 48280149.20 36 366 [Draft — Subject to Change] Section 4.17. Regulatory Matters. (a) Seller has made available to Buyer copies of all material written reports of assessments, investigations, compliance audits, remedial actions, or other investigative or response activities conducted at or with respect to the System regarding any RCA- or ERO-related requirements, including cyber security and testing requirements, to the extent applicable, that are in the possession of Seller after reasonable inquiry and requests to counsel, auditors and other advisors and representatives. (b) Seller and the System have operated in compliance in all material respects with all RCA- and ERO-related requirements, including cybersecurity, and testing requirements to the extent applicable. (c) Seller has not been served with written notice of any actual or threatened notice of violation of any RCA- or ERO-related requirements, or other action, proceeding, investigation, or inquiry pursuant to any RCA- or ERO-related requirements, and no Claim regarding any RCA -or ERO-related requirements is pending or, to Seller's Knowledge, threatened, against Seller, in each case including cyber security and testing requirements, to the extent applicable. Section 4.18. Brokers. No broker, finder, investment banker or other Person is entitled to any brokerage fees, commissions, or finder's fees in connection with the Transactions by reason of any action taken by Seller. Section 4.19. Labor Relations. (a) Section 4.19(a) of Seller's Disclosure Schedules contains a true, complete and correct list of each Employee who works primarily in connection with the System as of the date hereof, including each such Employee's name, hire date and job title, current annual salary or hourly rate of pay (whichever is applicable), 2021 bonus, expected 2022 bonus, part-time, full- time or temporary status, union status, status regarding eligibility for overtime pay, accrued unused vacation benefits, leave of absence status, and service credited for purposes of vesting and eligibility to participate under the Employee Plans. Section 4.19(a) of Seller's Disclosure Schedules also sets forth a list of each "covered employee" and any "qualified beneficiary" related to such covered employee who has experienced a "qualifying event" or is receiving "continuation coverage" as of the date hereof, and identifies the date and nature of each such qualifying event, in each case, as such terms are defined in COBRA. Each current non -union Employee may be terminated for just cause in accordance with the provisions of Sections 3.55.020 and Chapter 3.40 of the Seward City Code without penalty or any continuing obligations, other than accrued benefits under the Employee Plans and statutory obligations to former employees. Each current union Employee may be terminated for cause in accordance with the terms of the IBEW CBA without penalty or any continuing obligations, other than accrued benefits under the Employee Plans and statutory obligations to former employees. All compensation, including wages, commissions, bonuses, fees and other compensation, payable to all employees, independent contractors or consultants for services performed on or prior to the date hereof have been paid in full and, except as set forth in Section 4.19(a) of the Disclosure Schedules, there are no outstanding agreements, understandings or commitments of Seller to pay any compensation, commissions, bonuses, or fees after the Closing Date. 48280149.20 37 367 [Draft — Subject to Change] (b) Section 4.19(b) of Seller's Disclosure Schedules contains a true, complete and correct list of the name, service date, compensation rate, and a brief description of the services of each Person that performs or, within the twelve (12)-month period prior to the date hereof, performed personal services for Seller as an independent contractor. (c) Section 4.19(c) of Seller's Disclosure Schedules contains a true, complete and correct list of each Labor Agreement to which Seller is or at any time since January 1, 2016 has been, a signatory or otherwise bound. Seller has provided Buyer true and accurate copies of all Labor Agreements set forth on such Schedule, including all amendments, "side letters," "letters of understanding," settlement agreements in connection with any current or past Labor Agreements, arbitration awards that interpret any provision of any current or past Labor Agreements, or other modifications and supplements thereto (collectively, the "Seller Labor Agreements"). The Seller Labor Agreements fully and accurately describe Seller's agreements and undertakings with each applicable union. Seller has complied in all respects with the terms and conditions thereof, and no act or event has occurred which, with notice or lapse of time or both, constitutes or would constitute a default under violation of Seller Labor Agreement by Seller. Seller has or, at Closing will have, given the applicable union all required notices in relation to the Transactions, and will have engaged in good faith bargaining with the union, as required by any applicable Law. There are no strikes, disputes, controversies, slowdowns, stoppages, boycotts or pickets in progress, pending or, to the Knowledge of Seller, threatened against or affecting Seller. To the Knowledge of Seller, except with respect to the Labor Agreements set forth on Section 4.19(c) of Seller's Disclosure Schedules, during the past three (3) years, Seller has not experienced any collective organization efforts with respect to any of its Employees, and no National Labor Relations Board representation question exists respecting any Employees of Seller. (d) Seller is and has been in compliance in all material respects with all applicable Laws pertaining to employment and employment practices, including those relating to labor relations or arising under labor relations laws, equal employment opportunities, fair employment practices, employment discrimination, harassment, retaliation, reasonable accommodation, disability rights or benefits, immigration, employee classification, wages, hours, overtime compensation, equal pay, child labor, hiring, promotion and termination of employees, working conditions, meal and break periods, privacy, health and safety, workers' compensation, leaves of absence, improper background checks or hiring decisions based thereon, and unemployment insurance. There are no actions against Seller pending, or, to the Knowledge of Seller, threatened to be brought or filed, by or with any Governmental Body in connection with the employment or termination of any current or former applicant, employee, consultant or independent contractor of Seller. (e) Seller has complied and is in compliance with, and has not received any notices of non-compliance or alleged non-compliance with respect to, any applicable Law relating or pertaining to COVID-19. (f) Seller is in compliance with its obligations pursuant to the WARN Acts and all notification obligations arising thereunder, in each case to the extent affecting, in whole or in part, any site of employment, facility, operating unit or employee of any Seller. No former employees of Seller have suffered an "employment loss" (as defined in any WARN Acts) in the ninety (90) days prior to the date hereof, and Buyer will not incur any liability or obligation under any WARN 48280149.20 38 368 [Draft — Subject to Change] Acts if, during the ninety (90) day period immediately following the Closing Date, only terminations in the normal course occur. (g) With respect to each contract with any Governmental Body ("Government Contract") and to the extent required by Law, Seller is and has been in material compliance with Executive Order No. 11246 of 1965 ("E.O. 11246"), Section 503 of the Rehabilitation Act of 1973 ("Section 503") and the Vietnam Era Veterans' Readjustment Assistance Act of 1974 ("VEVRAA"), including all implementing regulations. Seller maintains and materially complies with affirmative action plans in compliance with E.O. 11246, Section 503 and VEVRAA, including all implementing regulations. To Seller's Knowledge, Seller is not, and has not been for the past five (5) years, the subject of any audit, investigation or enforcement action by any Governmental Authority in connection with any Government Contract or related compliance with E.O. 11246, Section 503 or VEVRAA. To the extent required by Law, Seller is and has also been in material compliance with the McNamara -O'Hara Service Contract Act of 1965, the Davis Bacon Act of 1931 and the Contract Work Hours and Safety Standards Act (CWHSSA). Seller has not been debarred, suspended or otherwise made ineligible from doing business with the United States government or any government contractor. Section 4.20. Employee Plans and Related Matters. (a) Section 4.20(a) of Seller's Disclosure Schedules sets forth a list, as of the date hereof, of each of the following types of plan, which for this purpose includes any program, policy or other arrangement or agreement (whether written or oral): defined benefit plan, defined contribution plan, retirement plan, stock ownership plan, equity or equity -based incentive plan, executive compensation plan, bonus plan, incentive compensation plan, profit sharing plan, deferred compensation plan or agreement, vacation pay or paid -time off program, sickness, disability, or death benefit plan (whether provided through insurance or otherwise), medical or life insurance plan, employee assistance plan, severance pay, termination, salary continuation, retention or change -in -control plan, employment agreement, and each other employee benefit plan, including each "employee benefit plan" within the meaning of Section 3(3) of ERISA, that is established, maintained, sponsored, or contributed to by any Seller or an ERISA Affiliate or with respect to which Seller or an ERISA Affiliate has any liability, for the benefit of or relating to any current or former directors, officers, employees, leased employees, consultants or independent contractors or their dependents, survivors, or beneficiaries, whether or not legally binding, all of which are hereinafter referred to as "Employee Plans". Section 4.20(a) of Seller's Disclosure Schedules provides an accurate designation of whether union or non -union Employees participate in each Employee Plan. (b) With respect to each Employee Plan, as applicable, Seller has provided to Buyer: (i) all documents embodying or governing such Employee Plan, (ii) the most recent IRS determination or opinion letter (with respect to each such Employee Plan intended to be "qualified" under Section 401(a) of the Code), (iii) all material written correspondence received from the IRS, Pension Benefit Guaranty Corporation, the U.S. Department of Labor or any other Governmental Body relating thereto, and (iv) the most recently available estimates of Withdrawal Liability, if any. 48280149.20 39 369 [Draft — Subject to Change] (c) Each Employee Plan complies with, and has been administered in accordance with, the requirements of applicable Law, including ERISA, the Code, and any applicable state or local laws, and is being (and has been) administered and operated in accordance with its terms. (d) Except as set forth on Section 4.20(d) of Seller's Disclosure Schedules, no Employee Plan is (i) subject to Title IV of ERISA, (ii) a multiemployer plan (as defined in ERISA Section 3(37)) (each a "Multiemployer Plan"), (iii) a "multiple employer welfare arrangement" (as defined in Section 3(40) of ERISA), (iv) a "multiple employer plan" (as defined in Section 413 of the Code), or (v) a "voluntary employees' beneficiary association" within the meaning of Section 501(c)(9) of the Code. Each Employee Plan intended to be "qualified" within the meaning of Section 401(a) of the Code has received a favorable determination letter or may rely on an opinion letter issued by the IRS, and, to the Knowledge of Seller, nothing has occurred subsequent to the date of such favorable determination letter or opinion letter that could adversely affect the qualified status of any such plan. (e) Full payment has been made, or otherwise properly accrued on the books and records of Seller and its ERISA Affiliates, of all amounts that Seller and its ERISA Affiliates are required under the terms of an Employee Plan to have paid as contributions to such Employee Plan on or prior to the date hereof (excluding any amounts not yet due) and the contribution requirements, on a prorated basis, for the current year have been made or otherwise properly accrued for on the books and records of Seller through the Closing. All contributions to any Employee Plan that is a Multiemployer Plan with respect to hours worked prior to the Closing have been made, and neither Seller nor any of its ERISA Affiliates have incurred or triggered any Withdrawal Liability (including any contingent or secondary Withdrawal Liability) or received notice or demand for Withdrawal Liability with respect to any Employee Plan that is a Multiemployer Plan. No Multiemployer Plan is in critical, endangered or seriously endangered status or has suffered a mass withdrawal; no action has been initiated by the Pension Benefit Guaranty Corporation to terminate any Multiemployer Plan or to appoint a trustee for any Multiemployer Plan; and no such plan maintained or contributed to within the last six (6) years is a "Single Employer Plan" subject to Title IV of ERISA. (f) Other than claims for benefits in the ordinary course, no claim or action has been made, commenced or, to the Knowledge of Seller, threatened with respect to any Employee Plan. No Employee Plan is, or has been, the subject of an application or filing under, or a participant in, an amnesty, voluntary compliance, self -correction or similar program sponsored by any Governmental Body. No Employee Plan provides for any post -termination or retiree welfare benefits to any individual for any reason, other than as required under applicable Law. (g) Neither the execution of this Agreement nor the consummation of the Transactions will (individually or together with the occurrence of any other event): (i) entitle any current or former Employee, trustee, director or consultant of Seller to severance pay or any other payment, or (ii) accelerate the time of payment, vesting or funding, or increase the amount or value of any compensation or benefits due to such person. Section 4.21. No Immunity from Suit or Liability. Seller warrants that with respect to its contractual obligations under this Agreement and performance thereof, it is not entitled to immunity on the grounds of sovereignty or similar grounds with respect to itself, its revenues or 48280149.20 40 370 [Draft — Subject to Change] assets from (a) suit, (b) jurisdiction of court (including a court located outside the jurisdiction of its organization), (c) relief by way of injunction, order for specific performance or recovery of property, (d) attachment of assets or (e) execution or enforcement of any judgment. Section 4.22. No Undisclosed Liabilities. Seller has no Liabilities with respect to the System, except (a) those which are adequately reflected or reserved against in the Balance Sheet as of the Balance Sheet Date and (b) those which have been incurred in the ordinary course of business consistent with past practice since the Balance Sheet Date and which are not, individually or in the aggregate, material in amount. Section 4.23. No Other Representations. Except for the representations and warranties expressly made by Seller in this Article IV (including any information set forth on Seller's Disclosure Schedules), no representations or warranties (express or implied) are being made by Seller as to the Acquired Assets or Assumed Liabilities and Seller hereby disclaims any representation or warranty not contained in this Article IV or in the Seller's Disclosures Schedules. Section 4.24. Full Disclosure. No representation or warranty by Seller contained in this Agreement or the other Transaction Documents, Seller's Disclosure Schedules, or any certificates delivered hereunder or thereunder contains any untrue statement of material fact or omits to state a material fact necessary to make any statement contained herein or therein, in light of the circumstances in which it was made, not misleading. Section 4.25. Reliance on Representations and Warranties. The representations and warranties made by Seller under this Agreement (including the Seller's Disclosure Schedules) and the other Transaction Documents are not subject to or limited by any information Buyer may have received from or on behalf of Seller, including, as part of any review of diligence exercise offered by Seller to Buyer, or conducted by Buyer or its advisors, or qualified by any actual or constructive knowledge of Buyer or any of its Representatives. Each representation or warranty is independent and shall be construed as a separate representation or warranty and (except as expressly specified to the contrary) shall not be limited or restricted by reference to or inference from the terms of any other representation or warranty or any other term of this Agreement or the other Transaction Documents. Seller acknowledges that Buyer has entered into this Agreement (including the Seller's Disclosure Schedules) and the other Transaction Documents placing reliance on the representations and warranties made by Seller under this Agreement and the other Transaction Documents. ARTICLE V. REPRESENTATIONS AND WARRANTIES OF BUYER Except as set forth in the correspondingly numbered Section of Buyer's Disclosure Schedules, Buyer represents and warrants to Seller that the statements contained in this Article V are true and correct as of the Effective Date and will be true and correct as of the Closing Date. Section 5.01. Incorporation of Buyer. (a) Buyer is a member -owned electric cooperative duly incorporated, validly existing and in good standing under the Laws of the State of Alaska. 48280149.20 41 371 [Draft — Subject to Change] (b) Buyer is duly authorized, qualified or licensed to conduct its business under the Laws of each other jurisdiction where such authorization, qualification or license is necessary. Section 5.02. Authority of Buyer. (a) Buyer has the requisite corporate power and authority necessary to execute and deliver this Agreement and the other Transaction Documents to which it is a party, and to carry out its obligations hereunder and thereunder. (b) The execution and delivery by Buyer of this Agreement and the other Transaction Documents to which it is a party and the performance by Buyer of its obligations hereunder and thereunder have been duly authorized by all requisite corporate action on the part of Buyer. (c) This Agreement has been duly executed and delivered by Buyer, and (assuming due authorization, execution and delivery by Seller) this Agreement constitutes a legal, valid and binding obligation of Buyer enforceable against Buyer in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws now or hereafter in effect relating to or affecting the rights and remedies of creditors generally and subject to general principles of equity (whether considered in a proceeding at law or in equity). Section 5.03. Consents and Approvals. No filing or registration with, notification to, or authorization, consent or approval of any Governmental Body or any other Person is required in connection with (a) the execution and delivery by Buyer of this Agreement, any other Transaction Documents to which it is a party or the other agreements and instruments contemplated hereby or thereby to which Buyer is a party or (b) the performance by Buyer of its obligations hereunder or thereunder, except those required consents and approvals set forth on Section 5.03 of Buyer's Disclosure Schedules (collectively, the "Required Buyer Consents"). Section 5.04. No Conflict or Violation. Assuming all of the Required Buyer Consents have been obtained, except as set forth on Section 5.04 of Buyer's Disclosure Schedules, the execution, delivery and performance by Buyer of this Agreement, the other Transaction Documents to which it is a party and the other agreements and instruments contemplated hereby and thereby to which Buyer is a party and the consummation of the Transactions, will not: (a) violate any Law applicable to Buyer; (b) violate the Organizational Documents of Buyer; or (c) conflict with, result in a violation or breach of the terms, conditions, or provisions of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify or cancel, or require any notice under any Contract to or by which Buyer is bound or to which Buyer's assets are subject. Section 5.05. Legal Proceedings; Compliance. There are no Claims pending, or to Buyer's knowledge threatened, by or against Buyer before any Governmental Body challenging the validity or propriety of the Transactions or that seek to enjoin, prevent or otherwise delay the 48280149.20 42 372 [Draft — Subject to Change] Transactions. To Buyer's knowledge, no event has occurred or circumstances exist that may give rise to, or serve as the basis for, any such Claim. Section 5.06. Brokers. No broker, finder, investment banker or other Person is entitled to any brokerage fees, commissions, or finder's fees in connection with the Transactions by reason of any action taken by Buyer. Section 5.07. Sufficiency of Funds. Buyer will have available to it at the Closing, all of the funds required to be provided by Buyer for the consummation of the Transactions and for the satisfaction of all of Buyer's obligations under the Transaction Documents. Section 5.08. No Other Representations. Except for the representations and warranties expressly made by Buyer in this Article V (including any information set forth on Buyer's Disclosure Schedules), no representations or warranties (express or implied) are being made by Buyer and Buyer hereby disclaims any representation or warranty not contained in this Article V. Section 5.09. Reliance on Representations and Warranties. The representations and warranties made by Buyer under this Agreement (including the Buyer's Disclosure Schedules) and the other Transaction Documents are not subject to or limited by any information Seller may have received from or on behalf of Buyer, including, as part of any review of diligence exercise offered by Buyer to Seller, or conducted by Seller or its advisors, or qualified by any actual or constructive knowledge of Seller or any of its Representatives. Each representation or warranty is independent and shall be construed as a separate representation or warranty and (except as expressly specified to the contrary) shall not be limited or restricted by reference to or inference from the terms of any other representation or warranty or any other term of this Agreement or the other Transaction Documents. Buyer acknowledges that Seller has entered into this Agreement (including the Buyer's Disclosure Schedules) and the other Transaction Documents placing reliance on the representations and warranties made by Buyer under this Agreement and the other Transaction Documents. ARTICLE VI. COVENANTS Section 6.01. Conduct of Business Prior to the Closing. (a) Seller agrees that, during the period from the Certification until the earlier of the Closing or the termination of this Agreement, except as (i) otherwise provided in this Agreement, (ii) consented to in writing by Buyer (which consent may be withheld in Buyer's sole and absolute discretion) or (iii) otherwise required by applicable Laws (including Environmental Laws), Seller shall: (i) operate and maintain the Acquired Assets in the ordinary course of business consistent with past practice and Prudent Utility Practice (including maintaining a quantity and type of materials, supplies and spare parts materially consistent with Prudent Utility Practice); (ii) bear all charges for any tariff, interim or inception charge or cost related to the ERO; 48280149.20 43 373 [Draft — Subject to Change] (iii) make expenditures substantially in accordance with the Budget (subject to any deviations that Seller reasonably determines are consistent with Prudent Utility Practice); and (iv) use commercially reasonable efforts to maintain and preserve intact its current organization, business, operations and franchise and to preserve the rights, franchises, goodwill and relationships of its customers, lenders, suppliers, regulators and others having business relationships with Seller. (b) Without limiting the foregoing, from the Certification until the Closing Date, Seller shall not, and shall cause its Affiliates not to, with respect to the Acquired Assets: (i) amend, modify, terminate (excluding any expiration in accordance with its terms), grant any waiver, or waive any right with respect to any System Permit; (ii) make any new, or change any existing, election with respect to Taxes, or settle any Tax liability, in each case, to the extent it would reasonably be expected to materially and adversely affect Buyer after the Closing; (iii) fail to discharge any liability of Seller in respect of the Acquired Assets or the System or fail to make any payment of Seller in respect of the Acquired Assets or the System as it comes due, except in connection with a reasonable good faith dispute and for which adequate reserves have been established in accordance with GAAP; (iv) grant, create, incur, permit or suffer to exist any Encumbrance (other than a Permitted Encumbrance) against any of the Acquired Assets; (v) sell, transfer, remove, assign, convey, distribute or otherwise dispose of any Acquired Asset, or use any Acquired Asset other than in the ordinary course of business; (vi) fail to maintain the properties and assets included in the Acquired Assets in the same condition as they were on the Effective Date consistent with Prudent Utility Practice, subject to reasonable wear and tear, and not sell, transfer, remove, assign, convey, distribute or otherwise dispose of any Acquired Asset; (vii) fail to continue in full force and effect without modification all Insurance Policies, except as may be required by applicable Law; (viii) fail to defend and protect the Acquired Assets from infringement or usurpation; (ix) modify or renew any Assigned Contract that cannot be terminated by Seller (or Buyer, as assignee) on ninety (90) days' or less notice without termination payment, liquidated damages, or penalty and involving 48280149.20 44 374 [Draft — Subject to Change] consideration throughout its term in excess of $10,000 individually or $50,000 in the aggregate for all such Assigned Contracts; (x) amend, modify, terminate (excluding any expiration in accordance with its terms) or grant any waiver with respect to any Assigned Contract, except for amendments, modifications or waivers that (A) extend the terms of the applicable Assigned Contracts beyond the Closing Date, (B) are not material, (C) may be necessary to separate the Excluded Assets from the Acquired Assets, or (D) are needed in order to operate the System in accordance with Prudent Utility Practice; (xi) liquidate, dissolve, recapitalize, reorganize or otherwise wind up its business or operations; (xii) compromise or settle any Claim that is reasonably likely to adversely affect any Acquired Assets or Assumed Liabilities on or after the Closing Date; or (xiii) take, commit to or permit any action that would cause any of the changes, events or conditions described in Section 4.06 to occur. (c) In addition to the obligations under Sections 6.01(a) and , from the Certification until the Closing Date, Seller shall consult with Buyer regarding material management and operations strategy and decisions and give Buyer reasonable opportunity to make recommendations to Seller with respect to such strategy and decisions. Seller will in good faith consider Buyer's recommendations. For the avoidance of doubt, this Section 6.01 does not and is not intended to transfer management or control of the System to Buyer prior to the Closing Date. Section 6.02. Buyer's Due Diligence and Access to Information. (a) From the Effective Date until the Closing, Seller shall: (i) afford Buyer and its Representatives full and free access to and the right to inspect all of the Real Property, Acquired Assets, premises, Contracts, Records and other documents and data related to the Acquired Assets; (ii) furnish Buyer and its Representatives with such financial, operating and other data and information related to the Acquired Assets as Buyer or any of its Representatives may reasonably request, including the Records; and (iii) permit Buyer and its Representatives, at Buyer's sole discretion, to conduct environmental due diligence of the Acquired Assets, including the Real Property, including (A) collection and analysis of samples of indoor or outdoor air, surface water, groundwater or surface or subsurface land on, or any materials, including insulation materials, paints, and dielectric fluids, suspected of containing asbestos, PCBs, or other constituents of concern at, in, under or from the Real Property, (B) conducting the Phase I Environmental Site Assessment and (C) conducting any necessary follow- up investigation in response to a potential "Recognized Environmental 48280149.20 45 375 [Draft — Subject to Change] Condition," "Historical Recognized Environmental Condition," "Controlled Recognized Environmental Condition," (as defined by ASTM Standard 1527-05) or other conditions of concern in connection with the Phase I Environmental Site Assessment (including environmental sampling and testing such as a Phase II or Phase III Environmental Site Assessment on the Real Property) (any of the activities set forth in this Section 6.02(a)(iii), the "Additional Environmental Investigation"); and (iv) instruct the Representatives of Seller to cooperate with Buyer in its investigation of the Acquired Assets. (b) It is acknowledged and understood that no investigation by Buyer or other information received by Buyer shall operate as a waiver or otherwise affect any representation, warranty or other agreement given or made by Seller hereunder. Buyer agrees that any on -site inspections of any Real Property shall be conducted in the presence of Seller or its Representatives. All inspections shall be conducted so as not to unreasonably interfere with the use of the Real Property by or operations of Seller. Section 6.03. Rates and Rate Freeze. (a) As soon as reasonably practicable, but in no event more than sixty (60) days after the Certification, Seller shall engage a reputable consultant with knowledge and experience in electric utility retail ratemaking to complete a study of the "Electric Rates and Charges, Rates for Electrical Power by Class of Service" section of Seller's Tariff (including the Boat Harbor Rate) ("Seller's Base Rates") to determine a level of rates, fees and charges that provide sufficient revenues to recover its fully allocated cost of service in accordance with Prudent Utility Practice, including the ratemaking cost rules, principles and allocation methods applied in the Financial Engineering Rate Study dated May 2, 2021 and as if this Agreement were not in place to sell the Acquired Assets (the "Seller Rate Study"). Without limiting the foregoing, the Seller Rate Study shall determine a level of rates, fees and charges that would at minimum provide revenue sufficient to maintain minimum debt covenant thresholds for Seller's Indebtedness and achieve a margin calculated in a manner similar to the Financial Engineering Rate Study dated May 2, 2021 (approximately Three Hundred Thousand Dollars ($300,000)), taking into account adjustments for payments in lieu of taxes. (b) As soon as practical after the completion of the Seller Rate Study, but in no event later than January 1, 2024, Seller shall take all steps necessary to approve and shall implement revisions to Seller's Base Rates which, taken together with charges under Seller's COPA methodology, fully implement the level of rates, fees and charges determined by the Seller Rate Study in accordance with Section 6.03(a), without discount, deferral or rebate, in final and unappealable form, for an indefinite period in the future ("Seller's Adjusted Base Rates"). (c) Subject to the conditions in Section 6.04(b)(iii)(2), Buyer will not request an increase in Seller's Adjusted Base Rates in a filing with the RCA with an effective date that is before the earlier to occur of the date that is three (3) years after the implementation of the Seller's Adjusted Base Rates or January 1, 2027 ("Three -Year Rate Freeze"). 48280149.20 46 376 [Draft — Subject to Change] Section 6.04. Approvals; Consents. (a) Following, and not prior to, the Certification, each Party shall (i) use commercially reasonable efforts to obtain (and shall cooperate with the other Party to obtain) all authorizations, consents, waivers, actions, Orders, and approvals of, and to give all notices to and make all filings with, all Governmental Bodies and third parties that are, may be or become necessary for its execution and delivery of, and the performance of its obligations under, this Agreement and the consummation of the Transactions and (ii) cooperate fully with the other Party in promptly seeking to obtain all such authorizations, consents, waivers, actions, Orders, and approvals, giving such notices, and making such filings. For any Required Seller Consent or Required Buyer Consent, the Party requiring such approval shall have primary responsibility for, and bear the expense of, making all filings that are required by any Governmental Body with jurisdiction over such required regulatory approval, and shall use commercially reasonable efforts to obtain the necessary approvals from such Governmental Bodies; provided, however, that Seller and Buyer shall each bear its own expenses incurred in connection with the Joint Application. (b) Application and RCA Approval. (i) As soon as reasonably practicable after Certification, Buyer shall prepare the initial draft of the Joint Application. Seller shall have the opportunity to review and comment on such draft prior to filing with the RCA. Buyer will in good faith consider any comments of Seller. Buyer may submit the Joint Application in form and substance as it deems appropriate in its sole and absolute discretion. Seller shall cooperate fully and in a timely manner with Buyer in providing Buyer with all materials, including plant, technical and financial information, Records and data required or reasonably requested by Buyer for completion and submission of the Joint Application and pursuit of RCA Approval. If data or information is requested by the RCA, its staff or a party to the RCA case that relates to Seller, Seller's operation of the utility, or information from Seller's records, Seller shall promptly provide such information to Buyer, and Buyer and Seller shall collaborate in drafting a response to such requests. Seller will be responsible for producing relevant information to the requestor, including through any discovery process. Seller agrees to cooperate fully with Buyer through the RCA investigation and approval of the Joint Application and any follow-on compliance filings or other related proceedings that may be initiated, and to take all actions required to effect RCA Approval and any additional RCA approvals that may be required in follow-on, compliance or other related proceedings. (ii) Each Party shall bear the fees, costs and expenses it incurs with respect to the Joint Application, the process of obtaining RCA Approval, and the process related to any follow-on, compliance or other related proceedings or filings. (iii) The Joint Application shall contain, among other terms and conditions, the following: 48280149.20 47 377 [Draft — Subject to Change] 1) The Joint Application will include that Buyer shall (i) adopt, effective as of the Closing Date, Seller's Base Rates for electric service to the System's customers who will become members of Buyer as of the Closing Date. Following implementation of Seller's Adjusted Base Rates, Buyer shall file an amendment to the Joint Application providing that Buyer shall (i) adopt, effective as of the Closing Date, Seller's Adjusted Base Rates for electric service to the System's customers who will become members of Buyer as of the Closing Date; and (ii) maintain such rates for not less than three (3) years from the earlier to occur of the date of implementation of the Seller's Adjusted Base Rates or January 1, 2027 as a result of the Transactions. Buyer may seek a delay in the RCA Approval to the extent Buyer deems appropriate to avoid the RCA issuing an RCA Approval prior to Buyer filing such amendment to the Joint Application. 2) Notwithstanding the foregoing, Buyer shall be under no obligation to maintain (or propose to the RCA that it shall maintain) Seller's Adjusted Base Rates (A) if Seller has not implemented the Seller's Adjusted Base Rates; or (B) if there occurs any Casualty Event such that repair, restoration or replacement costs are required to be recovered in rates; or (C) if the RCA has not approved Buyer's proposal to adopt Seller's COPA methodology or subsequently requires a change to such COPA methodology, and in either case Buyer must shift costs from the COPA to Seller's Base Rates, or take other rate actions to achieve full cost recovery; or (D) with respect to the Alaska SeaLife Center, to the extent that Seller's 2022 tariff currently provides for rates to the Alaska SeaLife Center to transition to the regular industrial rate as provided in Seller's 2022 tariff (Buyer will apply the rate freeze described in Section 6.03 to the Alaska SeaLife Center when its rate reaches the level of the regular industrial rate in 2025). 3) Buyer will propose that it adopt Seller's COPA methodology, which will allow the COPA surcharge to continue to fluctuate based on Seller's and/or Buyer's purchased power costs, including purchased power costs charged under the Wholesale Power Contract, or, potentially, any subsequent contract or arrangement entered into to replace the Wholesale Power Contract upon termination or expiration of the Wholesale Power Contract and maintain Seller's COPA methodology through at least the period ending December 31, 2024, subject to RCA approval. (iv) The Parties acknowledge and agree that they cannot bind the RCA to accept any proposal that Buyer makes in the Joint Application related to rates, terms or conditions of service, COPA methodology, or any other regulatory 48280149.20 48 378 [Draft — Subject to Change] issue. All proposals are subject to review, revision and approval by the RCA. (v) Seller shall fully cooperate with Buyer by supplying data, Records, access and other assistance Buyer may need in developing information including meter data for a load survey and historical records data, in Seller's preparation for a rate case that will set rates for the integrated system in the future. (vi) Prior to the Closing, Seller and Buyer shall use commercially reasonable efforts to work together to develop balancing accounts or other procedures for customer bills for the month of the Closing so that customers will not be double billed for any charges (including customer fees or demand charges). (c) Seller shall take all actions necessary to transfer its interests in the Bradley Lake Project and BCD Project, and its offtake rights under the Bradley Lake Power Sales Agreement, to Buyer through the applicable regulatory, BPMC, Alaska Energy Authority and/or contract processes. (d) Seller shall obtain all regulatory approvals needed in connection with the transfer of rights Seller has under the RRC Bylaws/Rules. Section 6.05. Notice of Certain Events. Without limiting either Parry's representations or warranties in this Agreement, from the Effective Date until the Closing, each Party shall promptly notify the other Party of: (a) any fact, circumstance, event or action the existence, occurrence or taking of which (i) has had, or would reasonably be expected to have, individually or in the aggregate, a Seller Material Adverse Effect or Buyer Material Adverse Effect or (ii) has resulted in, or would reasonably be expected to result in, the failure of any of the conditions set forth in Section 8.01, Section 8.02 or Section 8.03, including any representation or warranty made by such Party hereunder not being true and correct or the failure of any covenant or agreement herein; (b) any notice or other communication received from any Person alleging that the consent of such Person is or may be required in connection with the Transactions; (c) any notice or other communication received from any Governmental Body in connection with the Transactions; and (d) any Claims or investigations commenced, or, to Seller's Knowledge, threatened against, relating to or involving or otherwise affecting the Acquired Assets or the Assumed Liabilities that, individually or in the aggregate, (i) if pending on the Effective Date, would have been required to have been disclosed pursuant to Section 4.10, (ii) would reasonably be expected to have a Seller Material Adverse Effect or a Buyer Material Adverse Effect or (iii) in any manner challenges or seeks to prevent, enjoin, alter or materially delay the Transactions. Section 6.06. Real Property. 48280149.20 49 379 [Draft — Subject to Change] (a) Transmission Line and Distribution Line System. In the event that Seller identifies it does not possess good and marketable title to the Transmission Line or Distribution Line System, or Buyer identifies it is missing documentation related to real property rights required for the operation, repair and maintenance of the Transmission Line or Distribution Line System, Seller shall, at its sole cost and expense, take all necessary steps to obtain or identify, as applicable, such real property right and deliver documentation of such to Buyer prior to Closing. (b) Subdivision Plats. (i) Seller shall cause the Real Property owned by Seller and identified on Exhibit L to be surveyed and shall submit subdivision plats to all appropriate Governmental Bodies in accordance with applicable Law and substantially as depicted on Exhibit L. Buyer shall have the right to review and comment on the proposed preliminary plat prior to filing with the applicable Governmental Bodies. Seller will in good faith consider any comments of Buyer. Without limitation, Seller shall sign subdivision plats and other normal and customary documentation as may be required to comply with applicable Law relating to the subdivision of such Real Property together with all necessary conveyancing documents. Upon approval of such subdivision plats, Seller shall cause such plats to be recorded in the real property records where the applicable Real Property is located. (ii) The Parties acknowledge and agree that they cannot bind the Kenai Peninsula Borough, the City of Seward Planning Commission, or the City Council to accept any proposed preliminary or final plat of the Real Property on Exhibit L. The subdivision of the Real Property as shown on Exhibit L is subject to review, revision and approval by applicable Governmental Bodies. Notwithstanding the forgoing, the Parties acknowledge the acceptance of the subdivision plat is a condition to the Closing of Buyer pursuant to Section 8.02(k). (c) Title Insurance. (i) Buyer may have Seller's title to the Real Property examined. The report of such title examination shall be in the form of an owner's title insurance commitment as initially issued to Buyer (the "Title Commitment"). (ii) Buyer may obtain, at Buyer's expense, an Owner Policy of Title Insurance. Seller shall cause to be delivered to the title insurance company selected by Buyer any reasonable and customary documents of assurance, including affidavits, required by such title insurance company to issue to Buyer an Owner Policy of Title Insurance on the Real Property that is available to be issued by such title insurance company subject to the Permitted Encumbrances. 48280149.20 50 380 [Draft — Subject to Change] (iii) Buyer may, at Buyer's expense, have the Real Property accurately surveyed by a licensed surveyor or engineer of Buyer's choice showing the actual boundaries of the Real Property, the acreage contained in the Real Property and such other matters as Buyer deems appropriate. Such survey shall constitute the "Survey" hereunder. Buyer will provide to Seller a copy of the Survey, and Seller will have fifteen (15) days to approve the legal descriptions derived from the Survey, such approval not to be unreasonably withheld, conditioned or delayed. If Seller fails to approve or disapprove such legal descriptions within the fifteen (15)-day period, Seller will be deemed to have approved such legal descriptions. Upon the approval or deemed approval of such legal descriptions, the approved legal description for the Real Property shall be deemed to have superseded the descriptions of the Real Property in Seller's Disclosure Schedules. (iv) Buyer shall have until ninety (90) days prior to the Closing Date (the "Title Objection Date") to notify Seller, in writing, of such objections as Buyer may have to the Title Commitment (including the title exception documents referred to therein) or the Survey, other than the Permitted Exceptions. Any item contained in the Title Commitment, matters of record as of the date of the Title Commitment, or shown on the Survey to which Buyer does not object on or before the Title Objection Date shall be deemed a "Permitted Exception." (v) In the event Buyer shall notify Seller of objections to title or matters shown on the Survey on or before the Title Objection Date, Seller shall have the right, but not the obligation, to cure such objections. On or before the tenth (loth) Business Day from and after Seller's receipt of Buyer's notice of objections, Seller shall notify Buyer in writing whether Seller elects to attempt to cure such objections. Seller's failure to provide such a notice shall be deemed an election by Seller not to cure any such objection. If Seller elects to attempt to cure, Seller shall be obligated to cure such objection or objections. If Seller elects, or is deemed to have elected, not to cure any objections specified in Buyer's notice, then in either such case Buyer shall have the right to elect one, but not both, of the following options: 1) to accept a conveyance of the Real Property subject to the Permitted Exceptions, specifically including any matter objected to by Buyer which Seller is unwilling or unable to cure, and without reduction of the Purchase Price; or 2) to terminate this Agreement by sending written notice thereof to Seller, and upon delivery of such notice of termination, this Agreement shall terminate, and thereafter neither party hereto shall have any further rights, obligations or liabilities hereunder except to the extent that any right, obligation or liability set forth herein expressly survives termination of this Agreement. 48280149.20 51 381 [Draft — Subject to Change] (vi) If Seller notifies Buyer that Seller does not intend to attempt to cure any title objection, or if Seller is deemed to have elected not to cure any title objections, then in any such case Buyer shall, within five (5) Business Days after receiving Seller's notice or the date of Seller's deemed election, as applicable, notify Seller in writing whether Buyer shall elect to accept the conveyance or to terminate this Agreement. Buyer's failure to provide such a notice will be deemed an election by Buyer to accept conveyance. (vii) Notwithstanding anything contained herein to the contrary, Seller shall be obligated at Closing to discharge all mortgages and other monetary liens encumbering the Real Property, other than any liens resulting from the activities of Buyer, its agents, employees or contractors. (The term "mortgage" as used herein includes any mortgage, deed of trust, deed to secure debt and similar security instrument securing an indebtedness of Seller and encumbering the Real Property or any portion thereof; the terms "discharge" and "discharged" as used herein include compliance with a statutory bonding procedure that has the legal effect of removing the mortgage or other item as a lien on the Real Property). Seller shall not be responsible for providing lien affidavits or removing any liens which result from the activities of Buyer, its agents, employees or contractors. Buyer shall cause any such liens to be promptly removed. (viii) At Closing, Seller shall convey and transfer the Real Property to Buyer. It shall be a condition to Buyer obligation to closing that the title company shall have unconditionally committed to issue the Owner Policy of Title Insurance, ALTA Form 2006 to Buyer upon receipt of the title insurance premium, in the full amount of the assessed value of the Real Property with the standard exceptions deleted, subject only to the following matters, which shall be deemed to be Permitted Exceptions, and including the endorsements set forth in Section 6.06(c)(vi) of Buyer's Disclosure Schedules, attached hereto and by this reference made a part hereof: 1) the lien of all ad valorem real estate taxes and assessments not yet due and payable as of the date of Closing, subject to proration and adjustment as herein provided; 2) local, state and federal laws, ordinances or governmental regulations, including but not limited to, building, zoning and land use laws, ordinances and regulations, now or hereafter in effect relating to the Real Property; 3) additional items, if any, appearing of record or shown on the Survey, approved or deemed approved by Buyer; 4) additional items, if any, approved by Buyer pursuant to this Agreement; 48280149.20 52 382 [Draft — Subject to Change] 5) any title objection that Buyer has elected to accept pursuant to this Agreement. (ix) Whether or not Buyer shall have furnished to Seller any notice of title objections pursuant to the foregoing provisions of this Agreement, Buyer may, at or prior to Closing, notify Seller in writing of any objections to title first appearing of record or first appearing on the Survey after the effective date of the Title Commitment or Survey, ("Updated Title Objection") as appropriate; provided, however, that Buyer must notify Seller of any such Updated Title Objections within ten (10) Business Days of Buyer's first receipt of an updated Title Commitment or updated Survey, whichever first provides notice of the condition giving rise to any such objection. With respect to any Updated Title Objections, Seller shall have the same option to cure and Buyer shall have the same option to accept title subject to such matters or to terminate this Agreement as those which apply to any notice of objections made by Buyer on or before the Title Objection Date. Section 6.07. Board Observation. (a) During the period commencing on the Effective Date and ending on the Board Member Appointment, Seller shall designate one (1) individual employed by Seller or a member of the City Council (the "Board Observer") to attend and observe all meetings of the Board. The Board Observer may participate fully in discussions of all matters brought to the Board for consideration, but in no event shall the Board Observer (a) be deemed to be a member of the Board; (b) have the right to propose or offer any motions or resolutions to the Board; or (c) have the right to vote with respect to any motions or resolutions proposed or offered to the Board. Buyer shall provide to the Board Observer copies of all notices, minutes, consents, and other materials that it provides to Board members (collectively, "Board Materials"), at the same time and in the same manner as such information is delivered to the Board members. The Board Observer shall treat the Board Materials as Confidential Information pursuant to this Agreement. Notwithstanding the foregoing, Buyer may exclude the Board Observer from access to any Board Materials, meeting, or portion thereof if the Board concludes, acting in good faith, that such exclusion is reasonably necessary to (i) preserve the attorney -client or work product privilege between Buyer or its affiliate and its counsel (ii) avoid a conflict of interest or disclosure that is restricted by any agreement to which Buyer or any of its affiliates is a party or otherwise bound or (iii) protect information deemed to be competitively -sensitive by the Board. Any committee of the Board may also exclude such Board Observer from access to any notices, minutes, consents, and other materials that it provides to members of such committee, or from any meeting of such committee, or from any portion thereof, for any reason, in its sole and absolute discretion. (b) On March 21, 2023, Buyer passed Resolution 45.2023.06, attached hereto as Exhibit M, which recommends to Buyer's members that Buyer amend its bylaws (the "Buyer Bylaws Amendment") to create a fourth election district (District 4) comprised of the System's customers who will become members of Buyer as of the Closing Date and permit the appointment of a Board member from such district (the "Board Member Appointment"). Promptly following the Closing Date, but in no event later than the earlier of (i) the next annual meeting of Buyer's members (if proper notice of the annual meeting of the members can be provided as required by 48280149.20 53 383 [Draft — Subject to Change] Buyer's Bylaws) or (ii) one hundred twenty (120) days following the Closing Date, Buyer shall hold a vote of its members (including, for the avoidance of doubt, the System customers) to vote on the Buyer Bylaws Amendment, to be effective immediately upon approval. Should the Buyer Bylaws Amendment not be approved at the initial vote, Buyer shall submit the Buyer Bylaws Amendment for approval annually for at least the following two (2) years. Section 6.08. Exclusivity. (a) During the period commencing on the Effective Date and ending on the earlier of (i) the Closing Date or (ii) the date this Agreement is terminated as provided in Article VIII, Seller shall not, and shall not authorize or permit any of its Representatives to, directly or indirectly, (A) encourage, solicit, initiate, facilitate, respond to or continue inquiries, expressions of interest, negotiations with, proposals or offers from any Person regarding any proposal for the acquisition or operation of the Acquired Assets (other than assets sold in the ordinary course of business) by such Person (other than Buyer or its Representatives), directly or indirectly, whether by merger, consolidation, liquidation, recapitalization, purchase of equity interests, sale of assets or any other means (an "Acquisition Proposal"), (B) enter into discussions or negotiations with, or provide any information to, any Person concerning a possible Acquisition Proposal or (C) enter into any agreements or other instruments (whether or not binding) regarding an Acquisition Proposal. Seller shall immediately cease and cause to be terminated, and shall cause its Representatives to immediately cease and cause to be terminated, all existing discussions or negotiations with any Persons conducted heretofore with respect to, or that could lead to, an Acquisition Proposal. (b) During the period commencing on the Effective Date and ending on the Closing Date, Buyer shall not, and shall not authorize or permit any of its Representatives to, directly or indirectly, (A) encourage, solicit, initiate, facilitate, respond to or continue inquiries, expressions of interest, negotiations with, proposals or offers from any Person regarding extension of service within Seller's certificated territory ("Line Extension"), (B) enter into discussions or negotiations with, or provide any information to, any Person concerning a possible Line Extension, or (C) enter into any agreements or other instruments (whether or not binding) regarding a Line Extension. Notwithstanding the foregoing Seller shall provide to Buyer for Buyer's review and comment any applications received by Seller for a Line Extension and any draft design for all electric infrastructure associated with any Line Extension. Seller shall incorporate all Buyer comments in any final design if consistent with Prudent Utility Practice. (c) In addition to the other obligations under this Section 6.08, Seller shall promptly (and in any event within three (3) Business Days after receipt thereof by Seller or its Representatives) advise Buyer orally and in writing of any Acquisition Proposal, any request for information with respect to any Acquisition Proposal, or any inquiry with respect to or which could reasonably be expected to result in an Acquisition Proposal, the material terms and conditions of such request, Acquisition Proposal or inquiry, and the identity of the Person making the same. (d) Seller and Buyer agree that the rights and remedies for noncompliance with this Section 6.08 shall include having such provision specifically enforced by any court having equity jurisdiction, it being acknowledged and agreed that any such breach or threatened breach shall cause irreparable injury to Buyer or Seller as the case may be and that money damages would not provide an adequate remedy. 48280149.20 54 384 [Draft — Subject to Change] Section 6.09. Customer Accounts. (a) All Customer Accounts Receivable related to the Acquired Assets or the System prior to the Closing Date will be for the account of Seller. Seller shall conduct a special meter read of the Customers immediately prior to the Closing Date and promptly thereafter (a) bill the Customers for such amounts and (b) provide the meter reading data to Buyer. All Customer Accounts Receivable related to the Acquired Assets or the System from and after the Closing Date will be for the account of Buyer. (b) Seller shall establish and maintain a balancing account to reflect its Prepaid Expenses and payment from Customers reimbursing such expenses. Seller shall include in Seller's Adjusted Base Rates a provision allowing Seller to bill Customers monthly to collect the RRC ERO inception surcharge approved by the RCA in Order E-23-001(5) and any subsequent adjusted RRC surcharge imposed prior to Closing. Section 6.10. Pre- and Post -Closing Transition Cooperation; Allocation of Certain Items Post -Closing. (a) For a reasonable period preceding and following the Closing Date, Seller and the personnel of Seller shall reasonably cooperate with Buyer and its Representatives in the interest of planning and facilitating an orderly transition of the Acquired Assets. (b) The Parties acknowledge and agree that any payments or adjustments made or received after the Closing with respect to any Accounts Receivable, Accounts Payable or Acquired Assets shall be reconciled as follows: (i) Buyer shall (A) pay to Seller the amount of any payment or adjustment received by Buyer after the Closing Date to the extent such payment or adjustment relates to (1) any Acquired Asset prior to the Closing Date or (2) any Accounts Receivable and (B) reimburse Seller for any payment or adjustment that Seller is required to make after the Closing Date to the extent such payment or adjustment relates to the Acquired Assets after the Closing Date; and (ii) Seller shall (A) pay to Buyer the amount of any payment or adjustment received by Seller after the Closing Date to the extent such payment or adjustment relates to any Acquired Asset after the Closing Date and (B) reimburse Buyer for any payment or adjustment that Buyer is required to make after the Closing Date to the extent such payment or adjustment relates to (1) the Acquired Assets prior to the Closing Date or (2) any Accounts Payable. (c) In the event either Party receives any payment or adjustment with respect to any Acquired Asset pursuant to this Section 6.10, such Party will hold such amounts received as trustee for, and remit such amounts to, the other Party in cash by wire transfer of immediately available funds as soon as reasonably practicable after the facts giving rise to such payment are known to Seller and Buyer. 48280149.20 55 385 [Draft — Subject to Change] (d) Promptly following the Closing Date, Buyer shall supply, at Buyer's sole cost and expense, the Customers with all materials required for the Customers to become members of Buyer, including all materials referenced in Article 1, Section 1 of Buyer's Bylaws. Section 6.11. Further Assurances. Subject to the terms and conditions of this Agreement, each of the Parties will use commercially reasonable efforts to take, or cause to be taken, as soon as practicable, all actions, and to do, or cause to be done all things necessary, proper or advisable under applicable Laws to consummate the Transactions, including (i) using commercially reasonable efforts to ensure satisfaction of the conditions precedent to such Party's obligations under this Agreement, (ii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the performance of the obligations hereunder (unless the Parties are in an adversarial relationship with respect to any Claim) or (iii) the execution and delivery of such instruments, and the taking of such other actions as the other Party hereto may reasonably require in order to carry out the intent of this Agreement. If, in order to prepare its Tax Returns, other documents or reports required to be filed with Governmental Bodies or to fulfill its obligations under this Agreement, it is necessary that a Party be furnished with additional information, documents or records relating to the business or financial or operating condition of the Acquired Assets, such other Party agrees to use all commercially reasonable efforts to furnish or make available copies of such information, documents or records (or copies thereof) at the recipient's request, cost and expense, to the extent permitted by Law. Section 6.12. No Immunity Claim; Waiver of Immunity. Seller shall not, with respect to its obligations under this Agreement and the other Transaction Documents, and Seller's performance thereof, claim, and hereby irrevocably waives to the fullest extent permitted by Law, immunity on the grounds of sovereignty or similar grounds with respect to itself or its revenues or the Acquired Assets from (a) suit, (b) jurisdiction of courts specified in Section 11.06, (c) relief by way of injunction, order for specific performance or recovery of property, (d) attachment of assets or (e) execution or enforcement of any judgment. Section 6.13. Confidentiality. (a) The Confidentiality Agreement is hereby terminated and of no further effect as of the Effective Date. The provisions of this Section 6.13 shall supersede the Confidentiality Agreement and shall establish the sole obligations of confidentiality and nonuse of Confidential Information by the Parties from the other Party prior to or after the Effective Date. (b) The Receiving Party agrees that the Confidential Information is the valuable property of the Disclosing Party and that the Receiving Party will not, without the Disclosing Party's express prior written consent, use the Confidential Information or any part thereof, either directly or indirectly, for any purpose whatsoever other than in connection with the Transactions. (c) Each Party agrees to use the same degree of care as it uses with respect to its own confidential/proprietary information to prevent disclosure of the Confidential Information or any part thereof to any third parties except as may be needed by third parties assisting Receiving Party with its review of the Confidential Information and qualified to received such Confidential Information under this Agreement. Additionally, each party agrees to limit the availability of the Confidential Information to only those Representatives who have a need to see and use the 48280149.20 56 386 [Draft — Subject to Change] Confidential Information for purposes permitted in this Agreement. Each Party shall inform each of its Representatives to whom it intends to make such a disclosure of the provisions and obligations of this Agreement and, before making such a disclosure, shall obtain their written agreement to abide by the provisions hereof or provisions substantially similar to the confidentiality provisions contained in this Agreement. In addition, prior to disclosing any Confidential Information to anyone who is not a Representative, the Receiving Party shall inform the Disclosing Party of the names of such non -Representatives to whom the Receiving Party intends to disclose any Confidential Information and the reason for such disclosure. (d) Except as may subsequently be agreed in writing, the Receiving Party will immediately return or destroy, at the Disclosing Party's written request, all information including, but not limited to, business plans, financial information, data, notes, summaries or other tangible items containing Confidential Information and which have been furnished to the Receiving Party as well as any tangible items containing any Confidential Information which were created or generated by the Receiving Party; provided, however, that in regard to materials created or generated by the Receiving Party or any electronic records of any of such Confidential Information, the Receiving Party may, at its option and subject to Receiving Party's records retention policy, destroy such items and certify such destruction to the Disclosing Party. The Receiving Party shall be deemed to have destroyed any Confidential Information that is provided by the Disclosing Party or maintained by the Receiving Party in electronic form on computers if such information is deleted from local hard drives so long as no attempt is made to recover such information from servers or back up sources, and so long as information is also deleted from other electronic or storage devices; provided, however, that non -destruction of (a) electronic copies of materials or summaries containing or reflecting Confidential Information that are automatically generated through data backup and/or archiving systems and which are not readily accessible by the Receiving Party's business personnel, and (b) summary information regarding the Transactions that has been presented to the Receiving Party's control group, including without limitation the City Council or Buyer's Board of Directors or internal committees whose review was deemed necessary for approval of the Transactions, which summary information cannot be removed from the corporate records, but which is not readily accessible by the Receiving Party' s personnel except in accordance with the Receiving Party's records retention policy, shall not be deemed to violate this Agreement, so long as the Confidential Information contained therein is accorded confidential treatment for so long as it is retained and is not disclosed or used in violation of the other terms of this Agreement. (e) The obligations of confidentiality and restrictions upon use set forth herein shall not apply to any Confidential Information which: (i) was in the public domain prior to the date of this Agreement or subsequently came into the public domain through no fault of the Receiving Party and/or any of its agents; (ii) was lawfully received by the Receiving Party or its agents from a third party free of any confidentiality obligations on the part of the Receiving Party or its agents; 48280149.20 57 387 [Draft — Subject to Change] (iii) was independently developed by the Receiving Party without the use of the Confidential Information; or (iv) is required to be disclosed pursuant to law, rule or regulation or by a Governmental Body and reasonable notice is immediately given by the Receiving Party to the Disclosing Party of any such requirement or request to permit the Disclosing Party to seek an appropriate protective order or exemption from such requirement or request. If such a protective order or other remedy is not obtained, or if the Disclosing Party waives compliance with the provisions of this Agreement, the Receiving Party will furnish only that portion of the Confidential Information which is legally required and, to the extent applicable, will exercise reasonable efforts to obtain reliable assurance that confidential treatment will be accorded the Confidential Information. (f) The Parties acknowledge that in the event of an unauthorized disclosure, the damages incurred to a Party due to the disclosure of any of its Confidential Information may be difficult to ascertain, and that such party may seek injunctive relief as well as monetary damages against an entity or person that breaches this Agreement. The Receiving Party shall be liable to the Disclosing Party for any use or disclosure of Confidential Information in violation of this Agreement by any of the Receiving Party's directors, officers and employees, the directors, officers and employees of its affiliated companies, and their respective agents, consultants and representatives. (g) From and following the Closing, to the fullest extent allowed by law, Seller agrees that it shall not, and shall cause its Affiliates not to, disclose to any unaffiliated Person any confidential information related to the System, including customer lists and credit records, employee data, operational methods, marketing plans or strategies, designs and design projects, any confidential Intellectual Property (unless previously publicly disclosed in a manner which would not and does not constitute a breach of this Agreement or any other relevant agreement or obligation of confidentiality); provided, however, that the foregoing obligations of confidentiality shall not extend to information that is (i) generally available in the public domain through no fault of Seller or its Affiliates in violation of this Agreement or (ii) disclosed after the Closing to Seller or its Affiliates by a third party who may lawfully do so and who was not under any confidentiality obligation with respect thereto. Notwithstanding the foregoing, Seller and its Affiliates may disclose such information if required to be disclosed by any Law or Order or pursuant to any legal process; provided, however, that prior to any such disclosure, such Person shall use reasonable best efforts to give Buyer written notice of such requirement prior to any such disclosure to the extent practicable and permissible under applicable Law. Section 6.14. Disclosure Schedules. All section headings in the Disclosure Schedules correspond to the Sections of this Agreement and the information provided in any section of the Disclosure Schedules shall constitute disclosure only for the purposes of the Section of this Agreement in connection with the information has been provided and such other parts of the Disclosure Schedules, if any, where the relevance of such disclosure to such other parts of the Disclosure Schedules is reasonably apparent from the face of the disclosure in the part of the Disclosure Schedules where such disclosure appears. Seller represents that the information set 48280149.20 58 388 [Draft — Subject to Change] forth in Seller's Disclosure Schedules, as supplemented pursuant to Section 6.15 if applicable, is true and correct in all material respects as of the Closing Date. Unless the context otherwise requires, all capitalized terms used in the Disclosure Schedules shall have the respective meanings assigned to such terms in this Agreement. No disclosure in the Disclosure Schedules shall be deemed to create any rights in any third party. Section 6.15. Supplements to Seller's Disclosure Schedules. Seller may, from time to time prior to the Closing by written notice to Buyer, supplement Seller's Disclosure Schedules or add a schedule or section to Seller's Disclosure Schedules with a corresponding reference to be added in this Agreement (such added Schedule to be deemed a supplement) to disclose any matter arising after the Effective Date which, if existing on the Effective Date, would have been required to be set forth or described on Seller's Disclosure Schedules; provided, however, that (i) Buyer shall have the right to terminate this Agreement pursuant to Section 10.01 for any supplement or addition to Seller's Disclosure Schedule submitted after the Effective Date without which the conditions set forth in Section 8.02(a) or Section 8.02(b) would not be satisfied; (ii) Seller may not supplement or add to Seller's Disclosure Schedules with respect to any matter caused by, or arising from, Seller's own acts or omissions in breach or violation of this Agreement and the other Transaction Documents, or for any matter within Seller's control in breach or violation of this Agreement and the other Transaction Documents, in any manner following the Effective Date; (iii) if Buyer does not elect to terminate this Agreement as a result of any such supplement or addition to Seller's Disclosure Schedule that gives rise to a termination right as set forth in Section 6.15(i) above and as acknowledged by Seller, then Buyer shall be deemed to have waived any right to indemnification for any breach of representation, warranty, covenant or agreement relating to the matter set forth in such supplement or addition; and (iv) if Buyer has no right to terminate this Agreement for any supplement or addition to Seller's Disclosure Schedule, then such supplement or addition to Seller's Disclosure Schedule shall not be deemed to have cured any breach of representation, warranty, covenant or agreement relating to the matter set forth in such supplement or addition for purposes of indemnification pursuant to Article IX. Section 6.16. Tax Cooperation; Allocation of Taxes. (a) Seller agrees to furnish or cause to be furnished to Buyer, upon reasonable written request, as promptly as practicable, copies of such information and assistance relating to the Acquired Assets (including access to copies of books and records) as is reasonably necessary for the filing of all Tax Returns, the making of any election relating to Taxes, the preparation for any audit by any Taxing Authority, and the prosecution or defense of any Claim, suit or proceeding relating to any Tax. Seller and Buyer shall cooperate with each other in the conduct of any audit or other proceeding relating to Taxes involving the Acquired Assets. (b) All excise, sales, use, value added, VAT, stamp duty, registration stamp, recording, documentary, conveyancing, property, transfer, gains and similar Taxes, levies, charges and fees (collectively, "Transfer Taxes") incurred in connection with the Transactions shall be borne by Buyer. Buyer shall timely file Tax Returns for Transfer Taxes as required by Law. Buyer and Seller shall cooperate in providing each other with any appropriate resale exemption certifications and other similar documentation. 48280149.20 59 389 [Draft — Subject to Change] (c) Transfer Taxes shall be timely paid, and all applicable filings, reports and returns shall be filed, as provided by applicable Law. The paying party shall be entitled to reimbursement from the non-paying party to the extent provided in Section 6.16(b). Upon payment of any such Transfer Tax, the paying party shall present a statement to the non-paying party setting forth the amount of reimbursement to which the paying party is entitled under Section 6.16(b) together with such supporting evidence as is reasonably necessary to calculate the amount to be reimbursed. The non-paying party shall make such reimbursement promptly but in no event later than thirty (30) days after the presentation of such statement. Any payment not made within such time shall bear interest at the annual rate of five percent (5%) or the maximum rate permitted by Law, whichever is less, for each day until paid. Section 6.17. Wholesale Power Contract; Conditional PPA. (a) No later than December 20, 2023, Seller shall provide notice of termination of the Wholesale Power Contract to Chugach, which notice shall effectively terminate the Wholesale Power Contract as of December 31, 2024, in accordance with Section 5 of the Wholesale Power Contract. (b) Buyer and Seller shall enter into a conditional wholesale power purchase agreement ("Conditional PPA") pursuant to which, if the Closing Date does not occur prior to January 1, 2025, Buyer will provide all electric power and energy that Seller requires for the operation of the System, with delivery commencing on January 1, 2025. The Conditional PPA will contain the following additional terms, as may be modified by the Parties, together with other terms and conditions, in each case as is reasonably acceptable to Buyer and Seller: (i) The rates for electric power and energy shall be substantially similar to the rates set forth in Section 6 of the Wholesale Power and Resource Agreement, dated as of June 30, 2003, between Alaska Electric and Energy Cooperative, Inc. and Buyer (the "AEEC PPA"), provided that such rates shall include additional costs for transmission and delivery of electric power and energy from Buyer's resources to the System; (ii) The other terms and conditions of the Conditional PPA shall, where applicable and except as otherwise provided herein, be substantially similar to those set forth in the AEEC PPA; (iii) Approval from the RCA in form and substance acceptable to Buyer in its sole discretion, and from any other required approvals from third parties in form and substance acceptable to each Party in its sole discretion; (iv) Buyer shall furnish the electric power to Seller at either (1) Daves Creek Substation (high side of breaker 952) or (2) near Lawing Substation at approximately mile 25 of the Seward Highway, or both, in Buyer's sole discretion. (v) The term of the Conditional PPA shall be four (4) years from the commencement of deliveries. Following termination of this Agreement, provided that this Agreement was not terminated due to breach or default of 48280149.20 60 390 [Draft — Subject to Change] Seller, Seller shall have a right to terminate the Conditional PPA without further liability (other than liabilities incurred prior to termination) at any time upon at least one hundred eighty (180) days' prior written notice to Buyer. If such termination was due to breach or default of Seller, Seller shall not have such right to terminate the Conditional PPA. (vi) If the Closing occurs, the Conditional PPA shall terminate on the Closing Date without further liability (other than liabilities incurred prior to termination). The Parties shall use commercially reasonable efforts to enter into the Conditional PPA prior to the RCA Approval. If the Parties shall fail to enter into the Conditional PPA prior to termination of this Agreement and this Agreement terminates without Closing occurring, the foregoing terms and conditions shall be binding on the Parties in lieu of the Conditional PPA until such time as the Parties enter into the Conditional PPA. Section 6.18. Transfer of Certain Instruments. (a) To the extent that Seller's rights under any Assigned Contract set forth on Section 6.18(a) of Seller's Disclosure Schedules may not be assigned without the consent of another Person which has not been obtained (the "Non Assignable Assets"), this Agreement shall not constitute an agreement to assign them if an attempted assignment would constitute a breach thereof or be unlawful. Seller shall use commercially reasonable efforts, and Buyer shall provide its cooperation, to obtain any such required consent(s), or agreements terminating and releasing Seller's liability under such Non -Assignable Assets, as promptly as possible. (b) At Buyer's written direction, Seller shall (i) retain ownership of any Non - Assignable Asset for the benefit of Buyer and (ii) cooperate in any reasonable arrangement which is designed to provide Buyer with the benefits of the Non -Assignable Assets until such time as the consent(s) are actually obtained by Seller; provided, that Seller shall promptly pay to Buyer when received all monies received by Seller under such Non -Assignable Asset or any claim or right or any benefit arising thereunder and Buyer shall pay or satisfy any corresponding liabilities and obligations for the enjoyment of such benefits to the extent that Buyer would have been responsible therefor hereunder if the consent(s) to the assignment of the Non -Assignable Assets had been obtained. (c) During the period from the Closing Date until the consent(s) to any Non -Assignable Asset as applicable are obtained by Seller, Seller shall (A) use commercially reasonable efforts to follow Buyer's written direction with respect to any action or inaction to be taken in connection with the Non -Assignable Assets (B) refrain from taking any action in connection with any Non - Assignable Asset without the written direction of Buyer, (C) with respect to any requirement or obligation under any Non -Assignable Assets that can only be satisfied or performed by the holder of an ownership interest in such Non -Assignable Asset, as applicable, take such actions as Buyer directs in writing to comply with such requirement or obligation, and (D) promptly provide to Buyer any notices received from any Person with respect to any Non -Assignable Asset and otherwise keep Buyer timely informed of any communications with respect to any Non -Assignable Assets that it receives from any Person. 48280149.20 61 391 [Draft — Subject to Change] Section 6.19. Port and Harbor Facilities. (a) Yard Lease. Buyer and Seller shall enter into a lease agreement substantially in the form of Exhibit N with respect to real property identified on Exhibit L as the "Leased Parcel" (the "Yard Lease Site") commencing as of the Closing Date (the "Yard Lease") which will include, among others, the following terms: (i) an initial lease term of twenty (20) years, followed by two (2) five (5)-year extension terms that may be exercised by mutual agreement of the Parties. Following the conclusion of any such term, Buyer shall have the option to purchase the Yard Lease Site from Seller at fair market value. (ii) Lease payments by Buyer to Seller at the fair market lease value for the Yard Lease Site, which shall equal (i) for the first fifteen (15) years of the initial term, eight percent (8%) of annual revenues paid to Buyer by cruise ships docked at the Port of Seward for electric service and (ii) for each year thereafter, an annual amount determined by an appraisal of the fair market lease value for the Yard Lease Site conducted during the fifteenth (15th) year of the initial term. (iii) Buyer's use of the Yard Lease Site for, among other purposes, the construction, installation and operation of plant, facilities, equipment, including a possible Battery Energy Storage System, which will support provision of electric service to the Seward dock, cruise ships or other harbor or electric service operating needs. (b) Right of First Refusal. Buyer and Seller hereby enter into an agreement with respect to real property identified on Exhibit L (the "ROFR Site"), for a term of twenty (20) years and for such longer term as the Yard Release remains in effect, as follows: (i) If Seller receives a bona fide offer to purchase, directly or indirectly, the ROFR Site, in any manner provided for in Chapter 7.05 of the Seward Municipal Code, Seller shall deliver written notice (a "ROFR Notice") to Buyer of its intent to sell such ROFR Site, which notice shall include all of the terms and conditions of the proposed purchaser's (the "ROFR Third - Party Purchaser") offer. (ii) During the sixty (60)-day period following delivery of a ROFR Notice to Buyer (the "ROFR Offer Period"), Buyer shall have the right, at its option and at any time prior to the expiration of the ROFR Offer Period, to purchase the entirety of the ROFR Site from Seller on substantially the same terms as the ROFR Third -Party Purchaser's offer (with only conforming changes) (a "ROFR Purchase Offer"). (iii) If Buyer does not deliver a ROFR Purchase Offer within the ROFR Offer Period, then Seller may sell the ROFR Site to the ROFR Third -Party Purchaser; provided, however, that (i) Seller's city council shall have approved an agreement for such sale prior to the first anniversary of the 48280149.20 62 392 [Draft — Subject to Change] expiration of the ROFR Offer Period and (ii) the price and terms on which the ROFR Site is sold must be substantially similar to those offered in such ROFR Purchase Offer. If Seller fails to approve a transaction with the ROFR Third -Party Purchaser within the time period set forth above, Seller shall again be required to comply with all of the provisions of this Section 6.19(b) with respect to any proposed sale of the ROFR Site. (iv) Any purported direct or indirect sale or transfer of the ROFR Site not in compliance with this Section 6.19(b) shall be void ab initio. Section 6.20. Special Contract. Buyer and Seller shall enter into a contract, consistent with RCA requirements, allowing Seller to resell electric power purchased from Buyer to persons using Seller's facilities at the Seward Boat Harbor and the Seward Marine Industrial Center commencing as of the Closing Date (the "Special Contract") which will include, among others, the following terms: (a) an initial term of twenty (20) years commencing at Closing followed by two (2) five (5) year extension terms that may be exercised by mutual agreement of the Parties. (b) Seller to have the right to resell all electric power purchased from Buyer pursuant to Buyer's RCA Tariff, Section 5.6, which permits resale under special contract. (c) Seller to be responsible for billing to and collection from persons using Seller's facilities at the Seward Boat Harbor and the Seward Marine Industrial Center. (d) that the contract is subject to RCA approval before taking effect.. ARTICLE VII. EMPLOYEE MATTERS Section 7.01. Continuing Employees. Buyer may communicate with all Employees with respect to employment with Buyer. Buyer shall offer employment to all of Seller's employees listed in Section 4.19(a) of Seller's Disclosure Schedules, and accept and assume, effective as of the Closing, all rights and obligations of Seller under the IBEW CBA. Unless Buyer has obtained the written consent of the IBEW to release Seller from any obligation to require Buyer to assume the IBEW CBA, Seller shall be entitled to represent to the IBEW that Buyer will, effective as of the Closing, accept and assume or otherwise maintain the terms of the IBEW CBA. Those Employees of Seller that are hired at Closing by Buyer are referred to herein as "Continuing Employees." Section 7.02. Employee Benefits. Seller will be responsible for all compensation and benefits with respect to all Continuing Employees attributable to service through the Closing and with respect to all other Employees through their respective dates of termination from Seller's employ, in either case, (i) whether or not accrued, and (ii) including all wages, bonuses, commissions and incentive compensation, vacation and paid time off, employment Taxes, 401(k) plan contributions, profit sharing contributions, pension plan contributions, employee and employer premiums for welfare benefit insurance coverage, business expenses and other reimbursements, severance, separation or change in control pay, and the payment of any deferred 48280149.20 63 393 [Draft — Subject to Change] compensation or similar benefits, awards or bonuses that arise as a result of the Transactions, all of which shall be Excluded Liabilities. Buyer shall not assume any obligations under any employment, bonus, severance, retention, change of control, termination agreement or similar benefit or award as between Seller and any Employee, including those resulting from the consummation of the Transactions, all of which shall be Excluded Liabilities. Notwithstanding the foregoing, for the calendar year in which Closing occurs, Buyer shall pay each Continuing Employee who remains employed by Buyer through the date of payment, the longevity bonus to which such Continuing Employee would have been entitled had the Continuing Employee remained employed by Seller until the date of payment, on the terms and conditions otherwise applicable to such longevity bonuses, and in no event later than December 1 of the calendar year in which the Closing occurs. Seller shall be responsible for, in the form of a reduction in the Initial Payment pursuant to Section 2.05(b), the amount of such longevity bonuses, prorated based on the number of days the Continuing Employee was employed by Seller during the calendar year in which the Closing occurs, divided by three hundred sixty-five (365), inclusive of the employer portion of any employment taxes due on such amounts (the "Longevity Bonus Amount'). Section 7.03. Employee Leave. With respect to any accrued but unused paid time off to which any Continuing Employee is entitled pursuant to the policy applicable to such Continuing Employee immediately prior to the Closing, Buyer shall assume the liability for such accrued time and allow such Continuing Employee to use such accrued time on substantially the same terms as Buyer's similarly -situated employees or, if and to the extent required by applicable Law, shall cash out such accrued time. Seller shall provide a schedule of each Continuing Employee's accrued but unused paid -time off immediately prior to the Closing with the dollar value of such accrued but unused paid -time off, determined using each Continuing Employee's base salary or wage rate as of Closing, and inclusive of the employer portion of any employment taxes due on such amounts (the "Accrued Vacation Amount"). Section 7.04. Employment -Related Liabilities. Parties acknowledge and agree that Buyer is not assuming any Employee Plan or any Liability, including any Withdrawal Liability triggered by the consummation of the Transactions, arising under any Employee Plan, and, except as required by the terms of any Labor Agreement, Buyer shall not be obligated to continue or maintain any particular benefit or component of any such Employee Plan after the Closing. Non- union employees shall be eligible to become participants in all health, welfare, pension and 401(k) employee benefit plans and programs available to Buyer's similarly situated Employees, and Buyer shall use commercially reasonable efforts to have any applicable eligibility period waived with respect to its health and welfare benefit plans offered to such Continuing Employees. In addition, until the first anniversary of the Closing (or an earlier termination of employment), Buyer shall offer each Continuing Employee that is not covered by a Labor Agreement a base salary or wage rate, as applicable, at least equal to that provided to the Continuing Employee by Seller immediately prior to the Closing. Section 7.05. Continuation of Benefits. With respect to any Employee who is not a Continuing Employee, Buyer shall, if and only to the extent required by applicable Law, provide health care continuation coverage in the manner and to the extent required under COBRA to all individuals who are deemed to be "M&A qualified beneficiaries" as defined in Treas. Reg. § 54.4980B-9 with respect to Seller's group health plans as a result of the Transactions. Notwithstanding the foregoing, Seller shall be responsible for, and shall indemnify and reimburse 48280149.20 64 394 [Draft — Subject to Change] Buyer for, all unreimbursed amounts incurred by it in connection with the performance or administration of such obligation with respect to any such M&A qualified beneficiary. Section 7.06. Employee Plan Liability. Seller shall be responsible for all liabilities arising with respect to employment prior to the Closing based upon, arising out of or relating to the Employee Plans or the employment or termination of any employee, whether asserted prior to, on or after Closing, including any liability under WARN Acts that arises from or as a result of the consummation of the Transactions. At Closing, Seller shall also deliver to Buyer a list identifying Employees who have been terminated in the twelve (12) months prior to Closing, including their respective termination dates. Section 7.07. No Contract. Notwithstanding anything to the contrary in this Article VII, the Parties expressly acknowledge and agree that (i) this Agreement is not intended to create a contract between Buyer on the one hand and any Employee or other individual, on the other hand, and no such other Person may rely on this Agreement as the basis for any breach of contract claim against Buyer or its Affiliates, and (ii) nothing in this Agreement shall be deemed or construed to limit Buyer's right to terminate the employment of any Continuing Employee during any period after the Closing, or to terminate any particular employee benefit plan or program during any period after the Closing. Section 7.08. Transition Agreement. If Buyer has negotiated a Transition Agreement with the IBEW prior to the Closing, which has been ratified and approved by the IBEW and Buyer's Board of Directors, then, as of the Closing Date, (i) the Transition Agreement will be valid and binding on Buyer and the IBEW in accordance with the Transition Agreement's terms and in full force and effect; (ii) neither Buyer nor, to Buyer's knowledge, any other party to the Transition Agreement will be in breach of or default under (or be alleged to be in breach of or default under), or will have provided or received any notice of any intention to terminate, the Transition Agreement; (iii) no event or circumstance will have occurred that, with notice or lapse of time or both, would constitute an event of default under the Transition Agreement or result in a termination thereof or would cause or permit the acceleration or other changes of any right or obligation or the loss of any benefit thereunder; (iv) there will be no material disputes pending or threatened under the Transition Agreement; and (v) with regard to union employees, the provisions of the Transition Agreement will supersede the provisions of this Article VII to the extent they are inconsistent with the Transition Agreement. Buyer will provide to Seller a complete and correct copy of any Transition Agreement (including all modifications, amendments, and supplements thereto and waivers thereunder) entered into at or prior to Closing. ARTICLE VIII. CONDITIONS TO CLOSING Section 8.01. Conditions to Obligations of Buyer and Seller. The obligations of each of the Parties to consummate the Closing are subject to the satisfaction, on or before the Closing, of each of the following conditions unless waived in writing by each of the Parties: (a) There must not be: 48280149.20 65 395 [Draft — Subject to Change] (i) any Order issued and in effect enjoining, restraining, prohibiting or materially delaying, or producing a material adverse effect for either party with regard to, the Transactions; (ii) any Law enacted or deemed applicable to the Transactions, which makes the consummation of the Transactions illegal; or (iii) any Claim instituted or other action taken by a Governmental Body to enjoin, restrain, prohibit or materially delay the Transactions. (b) The Required Buyer Consents have been obtained by Buyer and written evidence of each Required Buyer Consent (or a waiver in lieu of such evidence) shall have been delivered to Seller. Section 8.02. Conditions to Obligation of Buyer. The obligation of Buyer to consummate the Closing is subject to the satisfaction, on or before the Closing, of each of the following further conditions unless waived in writing by Buyer: (a) The representations and warranties of Seller set forth in this Agreement, the other Transaction Documents and any certificate or other writing delivered pursuant hereto shall be true and correct in all material respects on and as of the Effective Date and on and as of the Closing Date, in each case with the same effect as though such representations and warranties had been made on and as of such date, except for representations and warranties that are (i) expressly given as of a specific date or time, which shall only be true and correct in all material respects as of such date or time, (ii) Fundamental Seller Representations and Warranties, which shall be true and correct in all respects on and as of the Effective Date and on and as of the Closing Date, or (iii) qualified by the words "material" or other similar qualifiers, which shall be true and correct in all respects on and as of the Effective Date and on and as of the Closing Date, in each case with the same effect as though such representations and warranties had been made on and as of such date. Buyer shall be satisfied with Seller's Disclosure Schedules and their effects upon the representations and warranties of Seller, which satisfaction shall be presumed if Buyer has not delivered written notice of dissatisfaction at least thirty (30) days prior to Closing. (b) Seller shall have performed and complied in all material respects the covenants and agreements contained in this Agreement and each of the other Transaction Documents to be performed by it or complied with prior to or on the Closing Date; provided, that, with respect to covenants and agreements that are qualified by materiality, Seller shall have performed such covenants and agreements, as so qualified, in all respects. (c) Buyer shall have completed its due diligence investigation (which may include, among other things, the physical examination of the Acquired Assets, including the Real Property and the System Assets, review of the Assigned Contracts, review of the Seller Performance Information and other Records, assessment of operating conditions and performance of any Additional Environmental Investigation), with the results of such due diligence investigation being satisfactory to Buyer in its sole and absolute discretion, which satisfaction shall be presumed if Buyer has not delivered written notice of dissatisfaction at least thirty (30) days prior to Closing. 48280149.20 66 396 [Draft — Subject to Change] (d) Since the Effective Date, there shall not have occurred and be continuing a Seller Material Adverse Effect. (e) The Required Seller Consents have been obtained by Seller and written evidence of each Required Seller Consent (or a waiver in lieu of such evidence) shall have been delivered to Buyer. (f) Buyer shall have received a certificate from an authorized officer of Seller, dated the Closing Date, to the effect that the conditions set forth in Section 8.02(a) and Section 8.02(b) have been satisfied. (g) Buyer shall have received all deliverables pursuant to Section 3.02(a). (h) Buyer shall have received the RCA Approval without conditions or, if the RCA Approval contains conditions, such conditions are acceptable to Buyer in its sole and absolute discretion. (i) There shall not be any casualty or damage, whether or not covered by insurance, to any Acquired Asset or that could reasonably be anticipated to adversely affect any Acquired Asset or any condemnation or taking of, or with respect to, any Acquired Asset or that could reasonably be anticipated to adversely affect any Acquired Asset. (j) Seller shall have implemented Seller's Adjusted Base Rates and the RCA Approval shall have approved Buyer's adoption of Seller's Adjusted Base Rates. (k) The applicable Governmental Bodies shall have approved the subdivision plats as submitted by Seller pursuant to Section 6.06(b). (1) The title insurer selected by Buyer shall have issued its title commitment, dated as of the Closing Date, insuring that, upon Closing, Buyer will acquire good and marketable fee simple title to the Real Property, free and clear of all liens and encumbrances except for Permitted Encumbrances or liens created by Buyer. Section 8.03. Conditions to Obligation of Seller. The obligation of Seller to consummate the Closing is subject to the satisfaction, on or before the Closing, of each of the following further conditions unless waived in writing by Seller: (a) The representations and warranties of Buyer set forth in this Agreement, the other Transaction Documents and any certificate or other writing delivered pursuant hereto shall be true and correct in all material respects on and as of the Effective Date and on and as of the Closing Date, in each case with the same effect as though such representations and warranties had been made on and as of such date, except for representations and warranties that are (i) expressly given as of a specific date or time, which shall only be true and correct in all material respects as of such date or time, (ii) Fundamental Buyer Representations and Warranties, which shall be true and correct in all respects on and as of the Effective Date and on and as of the Closing Date, or (iii) qualified by the words "material" or other similar qualifiers, which shall be true and correct in all respects on and as of the Effective Date and on and as of the Closing Date, in each case with the same effect as though such representations and warranties had been made on and as of such date. 48280149.20 67 397 [Draft — Subject to Change] (b) Buyer shall have performed and complied in all material respects the covenants and agreements contained in this Agreement and each of the other Transaction Documents to be performed by it or complied with prior to or on the Closing Date; provided, that, with respect to covenants and agreements that are qualified by materiality, Buyer shall have performed such covenants and agreements, as so qualified, in all respects. (c) Seller shall have received a certificate from an authorized officer of Buyer, dated the Closing Date, to the effect that the conditions set forth in Section 8.03(a) and Section 8.03(b) have been satisfied. (d) Seller shall have received all deliverables pursuant to Section 3.02(b). ARTICLE IX. SURVIVAL; INDEMNIFICATION Section 9.01. Survival. The representations and warranties of the Parties contained in this Agreement shall survive the Closing Date for a period of twenty-four (24) months following the Closing Date; provided, however, that (a) the Fundamental Seller Representations and Warranties and the Fundamental Buyer Representations and Warranties shall survive the Closing indefinitely and (b) the representations and warranties of Seller contained in Section 4.12 (Environmental Matters) and Section 4.13 (Taxes) shall survive the Closing for a period of ninety (90) days following the expiration of the applicable statute of limitations (taking into account any extensions thereof) with respect to claims against Buyer by third parties relating to such matters. All covenants and agreements contained in this Agreement shall survive the Closing indefinitely or for the period expressly specified therein. Notwithstanding the foregoing, any Claims asserted in good faith with reasonable specificity (to the extent known at such time) and in writing by notice from the non -breaching Party to the breaching Party prior to the expiration date of the applicable survival period shall not thereafter be barred by the expiration of the relevant representation, warranty, covenant or agreement and such claims shall survive until finally resolved. Section 9.02. Indemnification. (a) Seller shall indemnify and defend Buyer Indemnified Parties against, and agrees to hold each of them harmless from, any and all Damages incurred or suffered by such Buyer Indemnified Parties arising out of or related to: (i) the breach or inaccuracy of any representations or warranties made by Seller in this Agreement, the other Transaction Documents or in any certificate or instrument delivered by or on behalf of Seller pursuant to this Agreement; provided, however, for purposes of this Section 9.02(a)(i) when determining (A) whether there has been a breach of, or whether there is any inaccuracy in, any such representation or warranty and (B) the amount of any Damages incurred or suffered in connection with such breach or inaccuracy, the Parties agree that (x) all references to "material," "materially" or "materiality" will be disregarded and (y) that the representations and warranties are made for purposes of this Section 9.02(a)(i) as if those disregarded words were not included; 48280149.20 68 398 [Draft — Subject to Change] (ii) the breach or violation of, or default under, any covenant, agreement or undertaking of Seller contained in this Agreement, the other Transaction Documents or any certificate or instrument delivered by or on behalf of Seller pursuant to this Agreement; and (iii) any Excluded Asset or Excluded Liability; provided that, with respect to indemnification by Seller for any breach or inaccuracy of representation and warranty pursuant to Section 9.02(a)(i), other than with respect to Fundamental Seller Representations and Warranties ("Non -Fundamental Breaches"), (A) Seller shall not be liable for indemnification until the aggregate amount of all Damages with respect to all Non - Fundamental Breaches exceeds One Hundred Thousand Dollars ($100,000) (the "Deductible") and (B) Buyer's sole recourse for Damages with respect to Non -Fundamental Breaches shall be to retain or set off the amount of such Damages against the Escrow Amount and the Deferred Payment (the "Seller Liability Cap"). For the avoidance of doubt, the Deductible and the Seller Liability Cap shall not apply to inaccuracies or breaches of the Fundamental Seller Representations and Warranties. (b) Buyer shall indemnify and defend the Seller Indemnified Parties against, and agrees to hold each of them harmless from, any and all Damages incurred or suffered by such Seller Indemnified Parties arising out of or related to: (i) the breach or inaccuracy of any representations or warranties made by Buyer in this Agreement, the other Transaction Documents or in any certificate or instrument delivered by or on behalf of Buyer pursuant to this Agreement; provided, however, for purposes of this Section 9.02(b)(i) when determining (A) whether there has been a breach of, or whether there is any inaccuracy in, any such representation or warranty and (B) the amount of any Damages incurred or suffered in connection with such breach or inaccuracy, the Parties agree that (x) all references to "material," "materially" or "materiality" will be disregarded and (y) that the representations and warranties are made for purposes of this Section 9.02(b)(i) as if those disregarded words were not included; and (ii) the breach or violation of, or default under, any covenant, agreement or undertaking of Buyer contained in this Agreement, the other Transaction Documents or any certificate or instrument delivered by or on behalf of Buyer pursuant to this Agreement; provided, that, with respect to indemnification by Buyer for any breach or violation of representation and warranty pursuant to Section 9.02(b)(i), Buyer's maximum liability for Damages with respect to all such breaches or inaccuracies shall not exceed an amount equal to the forty percent (40%) of the Purchase Price in the aggregate (the "Buyer Liability Cap") in the aggregate. Section 9.03. Indemnification Procedures. A party making a claim for indemnification under Section 9.02 shall be, for the purposes of this Agreement referred to as an "Indemnified 48280149.20 69 399 [Draft — Subject to Change] Party" and a party against whom such claims are asserted under Section 9.02 shall be, for the purposes of this Agreement, referred to as an "Indemnifying Party". All claims by any Indemnified Party under Section 9.02 shall be asserted and resolved as follows: (a) In the event that (i) any action, application, suit, demand, claim or legal, administrative, arbitration or other alternative dispute resolution proceeding, hearing or investigation (each a "Proceeding") is asserted or instituted by any Person other than the Parties which could give rise to Damages for which an Indemnifying Party could be liable to an Indemnified Party under this Agreement (such Proceeding, a "Third Party Claim") or (ii) any Indemnified Party under this Agreement shall have a claim to be indemnified by any Indemnifying Party under this Agreement which does not involve a Third Party Claim (such claim, a "Direct Claim" and, together with Third Party Claims, "Indemnification Claims"), the Indemnified Party shall, promptly after it becomes aware of a Third Party Claim (and in any event, within ten (10) Business Days), or facts supporting a Direct Claim (and in any event, within thirty (30) days), send to the Indemnifying Party a written notice specifying the nature of such Proceeding, and the amount or estimated amount of Damages (which amount or estimated amount shall not be conclusive of the final amount, if any, of such Proceeding) and the section of this Agreement such Third Party Claim or Direct Claim is being made under (a "Claim Notice"), together with copies of all notices and documents (including court papers) served on or received by the Indemnified Party in the case of a Third Party Claim, provided, however, that a delay in notifying the Indemnifying Party shall not relieve the Indemnifying Party of its obligations under Section 9.02 except to the extent that (and only to the extent that) the Indemnifying Party shall have been prejudiced by such failure to give such notice, in which case the Indemnifying Party shall be relieved of its obligations under Section 9.02 to the extent of such prejudice. (b) In the event of a Third Party Claim, if the Indemnifying Party admits in writing its responsibility to indemnify the Indemnified Party pursuant to this Section 9.03, then the Indemnifying Party shall have the right to defend the Indemnified Party against such Third Party Claim and be entitled to appoint counsel of the Indemnifying Party's choice at the expense of the Indemnifying Party to represent the Indemnified Party in connection with such Proceeding (in which case the Indemnifying Party shall not thereafter be responsible for the fees and expenses of any separate counsel retained by any Indemnified Party or any other costs or expenses with respect to the defense of a Third Party Claim except as set forth below); provided that such counsel is reasonably acceptable to the Indemnified Party. Notwithstanding an Indemnifying Party's election to defend such Third Party Claim and appoint counsel to represent an Indemnified Party in connection with a Third Party Claim, an Indemnified Party shall have the right to engage separate counsel, but the Indemnifying Party shall bear the reasonable fees, costs and expenses of such separate counsel only if (i) the use of counsel selected by the Indemnifying Party to represent the Indemnified Party would present such counsel with a conflict of interest or (ii) the Indemnifying Party shall not have engaged counsel to represent the Indemnified Party within a reasonable time (but not more than sixty (60) days) after notice of the institution of such Third Party Claim; provided that, notwithstanding such failure to engage counsel within reasonable time, the Indemnifying Party shall have the right to assume the defense of such Third Party Claim by appointment of counsel reasonably acceptable to the Indemnified Party and shall thereafter cease to be responsible for the fees and expenses of separate counsel appointed by the Indemnified Party. Nothing in this Section 9.03 shall require the Indemnifying Party to be responsible for the fees and expenses of more than one counsel at any time in connection with the defense against a Third Party 48280149.20 70 400 [Draft — Subject to Change] Claim. If requested by the Indemnifying Party, the Indemnified Party agrees to cooperate with the Indemnifying Party and its counsel in defending and contesting any Proceeding which the Indemnifying Party defends, or, if appropriate and related to the Proceeding in question, in making any counterclaim against the Person asserting the Third Party Claim, or any cross -complaint against any Person. (c) No Third Party Claim may be settled or compromised (i) by the Indemnified Party without the prior written consent of the Indemnifying Party (which consent shall not be unreasonably withheld, delayed or conditioned) or (ii) by the Indemnifying Party without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld, delayed or conditioned); provided, in the case of clause (i) if, following a written request from the Indemnified Party, the Indemnifying Party shall fail, within ten (10) Business Days after the making of such request, to acknowledge and agree in writing that, if a Proceeding shall be adversely determined, such Indemnifying Party has an obligation to provide indemnification hereunder to such Indemnified Party, then the Indemnifying Party's consent shall not be required and, in the case of clause (ii) if the sole relief provided is monetary damages that are paid in full by the Indemnifying Party (if such claim by the Indemnified Party for indemnification is successful) and no admission of responsibility by the Indemnified Party is required, then the Indemnified Party' s consent shall not be required. Notwithstanding the foregoing, the Indemnified Party shall have the right to settle, compromise or consent to the entry of any judgment with respect to any Third Party Claim without such consent, provided that in such event the Indemnified Party shall waive any right to indemnification under this Section 9.03 with respect to such Third Party Claim unless such consent was not required pursuant to this Section 9.03. (d) In the event of Direct Claim, the Indemnifying Party shall notify the Indemnified Party within thirty (30) days of receipt of a Claim Notice whether or not the Indemnifying Party disputes such Indemnification Claim. From and after the delivery of a Claim Notice under this Agreement, at the reasonable request of the Indemnifying Party, each Indemnified Party shall grant the Indemnifying Party and its Representatives reasonable access to the books, records, employees, Representatives and properties of such Indemnified Party, and in the case of a claim relating to environmental matters, copies of sampling data, environmental reports, proposals and any other correspondence in the possession of the Indemnified Party to the extent reasonably related to the matters to which the Claim Notice relates. All such access shall be granted during normal business hours and shall be granted under conditions which will not unreasonably interfere with the business and operations of such Indemnified Party. The Indemnifying Party will not, and shall use its commercially reasonable efforts to cause its Representatives not to, use (except in connection with such Claim Notice) or disclose to any third Person other than the Indemnifying Party's Representatives (except as may be required by applicable Law) any information obtained pursuant to this Section 9.03(d) which is designated as confidential by the Indemnified Party. (e) Once Damages are agreed to by the Indemnifying Party or finally adjudicated to be payable pursuant to this Article IX, the obligations of the Indemnifying Party shall be satisfied within (A) fifteen (15) Business Days in the event the Indemnifying Party is Buyer or (B) sixty (60) days in the event the Indemnifying Party is Seller of such final, non -appealable adjudication by wire transfer of immediately available funds to the Indemnified Party; and any payments made to an Indemnified Party pursuant to this Article IX shall be treated as an adjustment to the Purchase Price by the Parties for Tax purposes, unless otherwise required by Law. 48280149.20 71 401 [Draft — Subject to Change] Section 9.04. Setoff Rights. In the event that Seller is the Indemnifying Party, Buyer shall have the right, in addition to any rights and remedies at law or in equity, to deduct or set-off the amount of any Indemnification Claim against Seller or Damages owed by Seller to Buyer pursuant to this Article IX against any unpaid amounts of the Deferred Payment and the Escrow Amount owing to Seller by Buyer. Nothing in this Section 9.04 shall, or shall be deemed, to limit or affect the rights otherwise available to any Party under applicable Law. In the event that Buyer sets off the amount of an Indemnification Claim pursuant to this Section 9.04 that is later agreed or finally adjudicated to have resulted in Damages less than the amount setoff for such Indemnification Claim, Buyer shall pay the amounts setoff in excess of such Damages plus interest on such excess amounts from the date on which the excess amount was payable to Seller to the date when the excess amount is paid to Seller. The interest rate on such payments shall be the rate applicable to post judgment interest as of the date the excess amount was payable to Seller. Section 9.05. Assignment of Claims. If the Indemnified Party receives any payment from an Indemnifying Party in respect of any Damages pursuant to Section 9.02 and the Indemnified Party could have recovered all or a part of such Damages from a third party (a "Potential Contributor") based on the underlying claim asserted against the Indemnified Party, the Indemnified Party shall assign such of its rights to proceed against the Potential Contributor as are necessary to permit the Indemnifying Party to seek to recover from the Potential Contributor the amount of such payment. Section 9.06. Exclusive Remedy. From and after the Closing, except as specifically set forth in this Agreement, each Party acknowledges and agrees that its sole and exclusive remedy with respect to any and all claims (other than claims arising from fraud, criminal activity or willful misconduct on the part of a Party in connection with the Transactions) for any breach of any representation or warranty set forth herein, shall be pursuant to the indemnification provisions set forth in this Article IX. In furtherance of the foregoing and except as specifically set forth in this Agreement, each Party, from and after the Closing, waives, to the fullest extent permitted under Law, any and all rights, claims and causes of action for any breach of any representation and warranty set forth herein it may have against the other Parties and each of their respective Representatives arising under or based upon any Law, except pursuant to the indemnification provisions set forth in this Article IX. Nothing in this Section 9.06 shall limit any Person's right to seek and obtain any equitable relief to which any Person shall be entitled or to seek any remedy on account of any party's fraudulent, criminal or intentional misconduct or related to a Party's breach of a covenant prior to the Closing. Section 9.07. Investigations and Knowledge. The right to indemnification, obligation to close, payment of Damages or other remedy provided by this Agreement or under applicable Law based on a representation, warranty, covenant or obligation will not be affected by any investigation conducted by the Party to or for whom such representation, warranty, covenant or obligation is made with respect to, or any knowledge acquired (or capable of being acquired) at any time, whether before or after the execution and delivery of this Agreement or the Closing Date, with respect to, the accuracy or inaccuracy of or compliance with any such representation, warranty, covenant, or obligation. 48280149.20 72 402 [Draft — Subject to Change] Section 9.08. Tax Treatment of Indemnification Payments. All indemnification payments made under this Agreement shall be treated by the Parties as an adjustment to the Purchase Price for Tax purposes, unless otherwise required by Law. ARTICLE X. TERMINATION Section 10.01. Grounds for Termination. This Agreement may be terminated at any time prior to the Closing: (a) by the mutual written consent of Seller and Buyer; (b) by either Buyer or Seller by written notice to the other Party (i) if the Closing has not occurred on or before January 5, 2025 (the "Termination Date") and (ii) the terminating Party shall not have breached any of its obligations under this Agreement in any manner that has proximately caused the failure of the Closing to occur on or before such date; (c) by either Buyer or Seller by written notice to the other Party if (i) any Law shall have been enacted, entered or promulgated prohibiting or making illegal the consummation of the Transactions or (ii) any Governmental Body shall have issued an Order restraining or enjoining the Transactions, and such Order shall have become final and non -appealable and the Party seeking to terminate this Agreement pursuant to this Section 10.01(c) shall have used commercially reasonable efforts to remove such Order; (d) by Buyer or Seller, if the Referendum does not result in Referendum Passage; (e) by Buyer, so long as Buyer is not then in material breach of any of its representations, warranties, covenants or agreements under this Agreement, by written notice to Seller, if there shall have been a breach of any representation or warranty of Seller, or a breach of any covenant or agreement of Seller under this Agreement, in each case that would give rise to the failure of any of the conditions specified in Article VIII and such breach, inaccuracy or failure has not been cured by Seller within thirty (30) days of Seller's receipt of written notice of such breach from Buyer; (f) by Buyer, pursuant to Section 6.06(c)(v)(2); (g) by Seller, so long as Seller is not then in material breach of any of its representations and warranties, covenants or agreements under this Agreement, by written notice to Buyer, if there shall have been a breach of any representation or warranty of Buyer, or a breach of any covenant or agreement of Buyer under this Agreement, in each case that would give rise to the failure of any of the conditions specified in Article VIII and such breach, inaccuracy or failure has not been cured by Buyer within thirty (30) days of Buyer's receipt of written notice of such breach from Seller; and (h) by Seller, if the RCA imposes terms or conditions in the RCA Approval that prevent Buyer from maintaining the Seller's Adjusted Base Rates until the earlier of three (3) years from the date of implementation by Seller of Seller's Adjusted Base Rates and January 1, 2027; provided, however, that Seller may not terminate this Agreement pursuant to this Section 10.01(h) 48280149.20 73 403 [Draft — Subject to Change] in the event Buyer is not obligated to maintain (or propose to the RCA that it shall maintain) Seller's Adjusted Base Rates pursuant to Section 6.04(b)(iii)(2). Section 10.02. Effect of Termination. In the event of termination of this Agreement by a Party pursuant to Section 10.01, this Agreement shall terminate and become void and have no effect, and the Transactions shall be abandoned without further action by the Parties, except that the provisions of Section 6.12, Section 6.13, Section 6.17(b) and this Section 10.02 and Article IX and Article XI shall survive the termination of this Agreement; provided, however, that such termination shall not relieve any Party of any Liability for any Damages incurred or suffered by any other party as a result of any breach of this Agreement before such termination. ARTICLE XI. MISCELLANEOUS Section 11.01. Notices. Any notice or other communication from any Party to the other Party shall be made in writing and shall be (a) delivered by hand or sent by a nationally or internationally recognized courier to the address of the Party set forth below, (b) sent by facsimile to the facsimile number of the Party set forth below and shall be marked for the attention of the person therein referred to, (c) sent by electronic mail transmission to the e-mail address set forth below, which electronic mail transmission shall request receipt of such transmission or (d) mailed, by certified or registered mail, return receipt requested, postage prepaid to the address of the Party set forth below. All notices and communications shall be deemed received upon: (i) if delivered by hand or nationally or internationally recognized courier, upon actual receipt thereof by the addressee or actual delivery thereof to the appropriate address; (ii) in the case of a facsimile or electronic mail transmission, upon transmission thereof (with confirmation of transmission) if sent during normal business hours of the recipient, and on the next Business Day if sent after normal business hours of the recipient; or (iii) if mailed, on the third (3rd) day after the date mailed: if to Buyer, to: Homer Electric Association, Inc. 3977 Lake Street Homer, Alaska 99603 Phone: (907) 283-2312 Fax: (907) 235-3313 Attn: General Manager with a copy to (such copy not to constitute notice): Eversheds Sutherland (US) LLP 999 Peachtree Street NE Suite 2300 Atlanta, Georgia 30309 Phone: (404) 853-8548 Attn: Thomas H. Warren Email: ThomasWarren eversheds-sutherland.us 48280149.20 74 404 [Draft — Subject to Change] and Birch Horton Bittner & Cherot, P.C. 510 L Street Suite 700 Anchorage, Alaska 99501 Phone: (907) 263-7265 Attn: Jessica Spuhler Email: JSpuhler@BHB.COM if to Seller, to: City of Seward 410 Adams St. PO Box 167 Seward, Alaska 99664 Phone: (907) 224-3331 Attn: City Manager with a copy to (such copy not to constitute notice): Chandler, Falconer, Munson & Cacciola, LLP 911 W. 8th Ave. Suite 302 Anchorage, AK 99501 Phone: (907) 272-8401 Attn: Sam Severin Email: sseverin@bcfaklaw.com Section 11.02. Amendments and Waivers. (a) Any provision of this Agreement or of any other Transaction Document may be amended or waived if, but only if, such amendment or waiver is in writing and is signed, in the case of an amendment, by each Party to this Agreement or such other Transaction Document, as the case may be, or in the case of a waiver, by the Party against whom the waiver is to be effective. (b) No failure or delay by any Party in exercising any right, power or privilege under this Agreement or under any of the other Transaction Documents shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies provided in this Agreement or in any of the other Transaction Documents shall be cumulative and not exclusive of any rights or remedies provided by Law. Section 11.03. Expenses. Except as otherwise provided in this Agreement, all costs and expenses incurred in connection with negotiating, preparing and executing the Transaction Documents shall be paid by the Party incurring such cost or expense. 48280149.20 75 405 [Draft — Subject to Change] Section 11.04. Successors and Assigns. The provisions of the Transaction Documents shall be binding upon and inure to the benefit of the parties hereto and thereto and their respective successors and assigns; provided that no party hereto or thereto may assign, delegate or otherwise transfer any of its rights or obligations under this Agreement or under any of the other Transaction Documents without the consent of each other party hereto and thereto. No assignment shall relieve the assigning party of any of its obligations under this Agreement. Section 11.05. Governing Law. This Agreement shall be construed, performed and enforced in accordance with the laws of the State of Alaska without giving effect to any choice of law provision or rule that would cause the application of Laws of any jurisdiction other than the State of Alaska. Section 11.06. Jurisdiction. The Parties agree that any suit, action or proceeding seeking to enforce this Agreement, may be instituted in the courts of the State of Alaska located in the city of Anchorage, Alaska, and each of the Parties hereby irrevocably consents to the nonexclusive jurisdiction of such courts (and of the appropriate appellate courts) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by Law, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding which is brought in any such court has been brought in an inconvenient forum. Process in any such suit, action or proceeding may be served on any Party anywhere in the world, whether within or without the jurisdiction of any such court. Section 11.07. WAIVER OF JURY TRIAL. EACH OF THE PARTIES HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT, THE OTHER TRANSACTION DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. Section 11.08. Counterparts; Third Party Beneficiaries. This Agreement and the other Transaction Documents may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures hereto and thereto were upon the same instrument. This Agreement and the other Transaction Documents shall become effective when each Party hereto or thereto shall have received a counterpart hereof or thereof signed by the other Party hereto or thereto. Except as explicitly provided herein or therein, no provision of this Agreement or of any of the other Transaction Documents is intended to confer upon any Person other than the parties hereto or thereto any rights or remedies hereunder or thereunder. Section 11.09. Entire Agreement. This Agreement and the other Transaction Documents constitute the entire agreement between the Parties with respect to the subject matter of this Agreement and supersede the Confidentiality Agreement, the Exclusivity Agreement and all prior agreements and understandings, both oral and written, between the Parties with respect to the subject matter of this Agreement. In the event of any inconsistency between the statements in the body of this Agreement, the Exhibits and Disclosure Schedules (other than an exception expressly set forth as such in the Disclosure Schedules), the statements in the body of this Agreement will control. 48280149.20 76 406 [Draft — Subject to Change] Section 11.10. Captions. The captions in this Agreement and in the other Transaction Documents are included for convenience of reference only and shall be ignored in the construction or interpretation hereof or thereof. In the event of any conflict between the captions and the text of this Agreement, the text of this Agreement shall control. Section 11.11. Severability. The provisions of this Agreement, or any portion thereof, will be deemed severable and the invalidity, illegality or unenforceability of any provision will not affect the validity or enforceability of the other provisions of this Agreement; provided that if any provision of this Agreement, as applied to any Party or to any circumstance, is adjudged by a Governmental Body or arbitrator not to be enforceable in accordance with its terms, the Parties agree that such Governmental Body or arbitrator making such determination will have the power to modify the provision in a manner consistent with its objectives such that it is enforceable, or to delete specific words or phrases, and in its reduced form, such provision will then be enforceable and will be enforced. Upon the determination that any provision of this Agreement is invalid, illegal or unenforceable, the Parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in a mutually acceptable manner in order that the Transactions be consummated as originally contemplated to the greatest extent possible. Section 11.12. Specific Performance. Each Party acknowledges and agrees that the other Party would be damaged irreparably if any provision of this Agreement is not performed in accordance with its specific terms or is otherwise breached. Accordingly, each Party agrees that the other Party will be entitled to seek an injunction or injunctions, without the necessity of proving the inadequacy of money damages as a remedy, to prevent breaches of the provisions of this Agreement and to enforce specifically this Agreement and its terms and provisions in any action instituted in any court of the United States or any state thereof having jurisdiction over the Party and the matter, subject to Section 11.05, Section 11.06 and Section 11.07, in addition to any other remedy to which it may be entitled, at law or in equity. Section 11.13. Relationship of the Parties. Nothing herein is intended or shall be construed to create any partnership, franchise, joint venture, employment or any other form of agency relationship between the Parties. [Signatures on following page.] 48280149.20 77 407 [Draft — Subject to Change] IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be duly executed by their respective authorized officers as of the day and year first above written. HOMER ELECTRIC ASSOCIATION, INC. By: Name: Title: CITY OF SEWARD By: Name: Title: [Signature Page to Asset Purchase Agreement] 408 [Draft — Subject to Change] Exhibit A 48280149.20 A-1 409 [Draft — Subject to Change] Exhibit B 48280149.20 B-1 410 [Draft — Subject to Change] Exhibit C 48280149.20 C-1 411 [Draft — Subject to Change] Exhibit D 48280149.20 D-1 412 [Draft — Subject to Change] Exhibit E 48280149.20 E-1 413 [Draft — Subject to Change] Exhibit F 48280149.20 F-1 414 [Draft — Subject to Change] Exhibit G 48280149.20 G-1 415 [Draft — Subject to Change] Exhibit H 48280149.20 H-1 416 [Draft — Subject to Change] Exhibit I 48280149.20 I-1 417 [Draft — Subject to Change] Exhibit J 48280149.20 I-1 418 [Draft — Subject to Change] Exhibit K 48280149.20 K-1 419 [Draft — Subject to Change] Exhibit L 48280149.20 L- 1 420 [Draft — Subject to Change] Exhibit M 48280149.20 M-1 421 [Draft — Subject to Change] Exhibit N 48280149.20 N-1 422 EXHIBITS TO ASSET PURCHASE AGREEMENT EXHIBIT A BILL OF SALE Form Approved This BILL OF SALE ("Bill of Sale") is made as of [•], 2023 (the "Effective Date"), by and between the City of Seward, an Alaska municipal corporation ("Seller") and Homer Electric Association, Inc., an Alaska utility consumer services cooperative ("Buyer" and, together with Seller, the "Parties"). Unless otherwise indicated, capitalized terms used but not otherwise defined herein have the meanings ascribed to such terms in the Asset Purchase Agreement (as defined below). WHEREAS, the Parties have entered into that certain Asset Purchase Agreement, dated as of [•], 2023, as may be amended, supplemented or modified from time to time (the "Asset Purchase Agreement"), and the execution and delivery of this Bill of Sale is required as a condition to the consummation of the transactions contemplated by the Asset Purchase Agreement. NOW, THEREFORE, pursuant to the terms and conditions of the Asset Purchase Agreement and in consideration of the mutual covenants and agreements contained therein and herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows: 1. Transfer and Conveyance. (a) Subject to the terms and conditions of the Asset Purchase Agreement, effective as of the Closing Date, Seller hereby sells, assigns, conveys, transfers, and delivers to Buyer all of Seller's rights, title and interest to, in and under the Acquired Assets free and clear of any and all Encumbrances other than Permitted Encumbrances. (b) The Parties agree, on behalf of themselves and their respective successors and assigns, to do, execute, acknowledge, and deliver, or to cause to be done, executed, acknowledged, and delivered, all such further acts, documents, and instruments that may reasonably be required to give full effect to the intent of this Bill of Sale. 2. Terms of the Asset Purchase Agreement. This Bill of Sale is delivered in accordance with and is subject to all of the terms, representations, warranties, covenants, agreements and limitations set forth in the Asset Purchase Agreement and all such terms, representations, warranties, covenants, agreements and limitations are incorporated herein by reference. Specifically, and without limitation, the mutual waiver of jury trial more particularly set forth within Section 11.07 of the Asset Purchase Agreement shall apply to this Bill of Sale. For the avoidance of doubt, nothing in this Bill of Sale shall be construed as a transfer by Seller of any assets other than the Acquired Assets, nor shall anything in this document supersede, modify, limit, extend, waive or amend (nor shall it be deemed or construed to supersede, modify, limit, extend, waive or amend) any of the terms or provisions of the Asset Purchase Agreement in any manner whatsoever. In no event shall anything in this Bill of Sale be deemed or construed to defeat, impair, limit, restrict, create, modify, expand or enlarge any of the rights, remedies or obligations of the Parties under the Asset Purchase Agreement. To the extent that any provision of this Bill of Sale conflicts or is inconsistent with the terms of the Asset Purchase Agreement, the terms and provisions of the Asset Purchase Agreement shall govern. 1 424 3. Miscellaneous. (a) This Bill of Sale shall be binding upon, inure to the benefit of and be enforceable by the Parties and their respective successors and assigns. The terms and provisions of this Bill of Sale are intended solely for the benefit of the Parties and their respective successors and assigns. It is not the intention of the Parties to confer third -party beneficiary rights upon any other person. (b) This Bill of Sale shall be construed, performed and enforced in accordance with the laws of the State of Alaska without giving effect to any choice of law provision or rule that would cause the application of Laws of any jurisdiction other than the State of Alaska. (c) This Bill of Sale may be executed in one or more counterparts, each of which shall be deemed to be an original and all of which together will be deemed to be one and the same agreement. (d) No modification, waiver, amendment, discharge or change of this Bill of Sale shall be valid unless the same is in writing and signed by the party against which the enforcement of such modification, waiver, amendment, discharge or change is or may be sought. [Signature Page Follows] 425 IN WITNESS WHEREOF, Seller and Buyer have caused this Bill of Sale to be executed as of the date first set forth above. SELLER: City of Seward By: Name: Title: [Signature Page to Bill of Sale] 426 BUYER: Homer Electric Association, Inc. By: Name: Title: [Signature Page to Bill ofSale] 427 EXHIBIT B ASSIGNMENT AND ASSUMPTION AGREEMENT Form Approved This ASSIGNMENT AND ASSUMPTION AGREEMENT ("Assignment and Assumption") is made as of [•], 202[•], by and between the City of Seward, an Alaska municipal corporation ("Assignor") and Homer Electric Association, Inc., an Alaska utility consumer services cooperative ("Assignee" and, together with Assignor, the "Parties"). Unless otherwise indicated, capitalized terms used but not otherwise defined herein have the meanings ascribed to such terms in the Asset Purchase Agreement (as defined below). WHEREAS, the Parties have entered into that certain Asset Purchase Agreement, dated as of [•], 2023, as may be amended, supplemented or modified from time to time (the "Asset Purchase Agreement"), and the execution and delivery of this Assignment and Assumption is required as a condition to the consummation of the transactions contemplated by the Asset Purchase Agreement. WHEREAS, pursuant to the Asset Purchase Agreement, Assignee has agreed to assume, effective as of the Closing, and to perform or otherwise carry out, all of the Assumed Liabilities. NOW, THEREFORE, pursuant to the terms and conditions of the Asset Purchase Agreement and in consideration of the mutual covenants and agreements contained therein and herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows: 1. Assignment. Subject to the terms and conditions of the Asset Purchase Agreement, as applicable Assignor, , hereby sells, conveys, transfers, assigns and delivers to Assignee all such Assignor's right, title and interest in, to and under all of the Acquired Assets free and clear of any and all Encumbrances other than Permitted Encumbrances (the "Assignment"). 2. Assumed Liabilities. Assignee hereby accepts the Assignment and agrees to assume, effective as of the Closing, and to perform or otherwise carry out all of the Assumed Liabilities. The Parties acknowledge that this Assignment does not transfer, and Assignee does not assume, any of the Excluded Liabilities, which shall remain the sole responsibility of the Assignor's, as applicable. 3. No Other Assets or Liabilities Assumed. For the avoidance of doubt, nothing in this Assignment shall be construed as an assignment by Assignor of any assets other than the Acquired Assets or any liabilities other than the Assumed Liabilities, nor shall anything in this document be deemed to otherwise modify, limit, extend or amend the rights or obligations of any of the Parties under the Asset Purchase Agreement. 4. Terms of the Asset Purchase Agreement. This Assignment and Assumption is subject to all of the terms, representations, warranties, covenants, agreements and limitations set forth in the Asset Purchase Agreement, and all such terms representations, warranties, covenants, agreements and limitations are incorporated herein by reference. 5. Miscellaneous. 428 Form Approved (a) Anything in this Assignment and Assumption to the contrary notwithstanding, this Assignment and Assumption shall not constitute an agreement to assign any Acquired Asset or any claim or right or any benefit arising thereunder or resulting therefrom if such assignment, without the consent of a third party thereto, would constitute a breach or other contravention of such Acquired Asset, or adversely affect the rights of Assignee or an applicable assignee thereunder. Upon receipt of any such consent, this Assignment and Assumption shall be deemed to sell, assign, transfer, convey and deliver such previously non -assignable Acquired Asset, as provided in Section 1 hereof. (b) This Assignment and Assumption shall be binding upon, and inure to the benefit of, the Parties, their respective successors in interest, and their respective permitted assigns. (c) This Assignment and Assumption shall be construed, performed and enforced in accordance with the laws of the State of Alaska without giving effect to any choice of law provision or rule that would cause the application of Laws of any jurisdiction other than the State of Alaska. (d) Each provision of this Assignment and Assumption is intended to be severable. If any term or provision is illegal or invalid for any reason whatsoever, such illegality or invalidity shall not affect the legality or validity of the remainder of this Assignment and Assumption. (e) This Assignment and Assumption may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which shall be one and the same document. (f) No modification, waiver, amendment, discharge or change of this Assignment and Assumption shall be valid unless the same is in writing and signed by the Party against which the enforcement of such modification, waiver, amendment, discharge or change is or may be sought. [Signature page follows] 2 429 Form Approved IN WITNESS WHEREOF, Assignor and Assignee have caused this Assignment and Assumption to be executed as of the date first set forth above. ASSIGNOR: City of Seward By: Name: Title: ASSIGNEE: Homer Electric Association, Inc. By: Name: Title: [Signature Page to Assignment and Assumption Agreement) 430 EXHIBIT C TRANSMISSION LINE LEGAL DESCRIPTION To be provided by HEA EXHIBIT D Form Approved Seward Recording District After recording return to: SPECIAL WARRANTY DEED THIS SPECIAL WARRANTY DEED (this "Deed"), effective this day of 2023, given by CITY OF SEWARD, an Alaska municipal corporation, whose mailing address is P.O. Box 167, Seward, Alaska 99664 ("Grantor") to HOMER ELECTRIC ASSOCIATION, INC., an Alaska electric cooperative, whose mailing address is 3977 Lake Street, Homer, Alaska 99603 ("Grantee"). WITNESSETH, that the Grantor for and in consideration of Ten Dollars ($10.00) and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, hereby grants, bargains, sells, conveys, assigns, transfers, and specially warrants to Grantee all of Grantor's right, title, and interest in and to the real property described as: [legal description of properties] and to all buildings, improvements and fixtures situated on such real property, and all easements, rights of way, water rights, licenses, privileges, hereditaments and appurtenances, if any inuring to the benefit of such real property (the "Real Property") situated in the Seward Recording District, Third Judicial District, State of Alaska, Subject to provisions and reservations contained in U.S. patents, covenants, conditions, restrictions, rights -of -way and easements, if any, affecting title and of record, including those shown on any recorded plat or survey. EXECUTED on the date first set forth above. Exhibit D- form of special warranty deed (002).docx CITY OF SEWARD, an Alaska municipal corporation By: Name: Title: 432 STATE OF ALASKA THIRD JUDICIAL DISTRICT Form Approved 433 Form Approved The foregoing instrument was acknowledged before me this day of , 2023, by of City of Seward, a political subdivision organized under the laws of the State of Alaska, on behalf of said municipality. Notary Public in and for Residing at My Commission expires 434 APNs: [6] Recording requested by and when recorded return to: [•] EXHIBIT E Form Approved ASSIGNMENT AND ASSUMPTION OF EASEMENT This ASSIGNMENT AND ASSUMPTION OF EASEMENT (this "Assignment and Assumption") is made as of [•], 202[41], by and between the City of Seward, an Alaska municipal corporation ("Assignor") and Homer Electric Association, Inc., an Alaska utility consumer services cooperative ("Assignee" and, together with Assignor, the "Parties"). Unless otherwise indicated, capitalized terms used but not otherwise defined herein have the meanings ascribed to such terms in the Asset Purchase Agreement (as defined below). WHEREAS, the Parties have entered into that certain Asset Purchase Agreement, dated as of [•], 2023, as may be amended, supplemented or modified from time to time (the "Asset Purchase Agreement"), and the execution and delivery of this Assignment and Assumption is required as a condition to the consummation of the transactions contemplated by the Asset Purchase Agreement. NOW, THEREFORE, pursuant to the terms and conditions of the Asset Purchase Agreement and in consideration of the mutual covenants and agreements contained therein and herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows: 1. Assignment. Assignor hereby transfers and assigns to Assignee all of Assignor's rights, title, interest and obligations under those certain agreements and/or final recorded judicial orders with respect to certain easement interests described on Exhibit A attached hereto (collectively, the "Easement' and such assignment, the "Assignment"). The foregoing Assignment includes any right, title, or interest in the Other Real Property Interests purported to be conveyed by Assignor hereunder but acquired by Assignor after the effective date of the Asset Purchase Agreement. 1. Assumed Liabilities. Assignee hereby accepts the Assignment and agrees to assume, effective as of the Closing, and to perform or otherwise carry out all of the Assumed Liabilities. The Parties acknowledge that this Assignment and Assumption does not transfer, and Assignee does not assume, any of the Excluded Liabilities, which shall remain the sole responsibility of the Assignor's, as applicable. 2. No Other Assets or Liabilities Assumed. For the avoidance of doubt, nothing in this Assignment and Assumption shall be construed as an assignment by Assignor of any assets other than the Easement or any liabilities other than the Assumed Liabilities, nor shall anything in this Assignment of Easement Rights Comments BHBC.DOCX 435 Form Approved document be deemed to otherwise modify, limit, extend or amend the rights or obligations of any of the Parties under the Asset Purchase Agreement. 3. Terms of the Asset Purchase Agreement. This Assignment and Assumption is subject to all of the terms, representations, warranties, covenants, agreements and limitations set forth in the Asset Purchase Agreement, and all such terms representations, warranties, covenants, agreements and limitations are incorporated herein by reference. 4. Miscellaneous. (a) Anything in this Assignment and Assumption to the contrary notwithstanding, this Assignment and Assumption shall not constitute an agreement to assign any Easement or any claim or right or any benefit arising thereunder or resulting therefrom if such assignment, without the consent of a third party thereto, would constitute a breach or other contravention of such Easement, or adversely affect the rights of Assignee or an applicable assignee thereunder. Upon receipt of any such consent, this Assignment and Assumption shall be deemed to sell, assign, transfer, convey and deliver such previously non -assignable Easement, as provided in Section 1 hereof. The Assignor hereby further agrees to obtain all necessary consents or approvals to effectively assign the Easement. (b) This Assignment and Assumption shall be binding upon, and inure to the benefit of, the Parties, their respective successors in interest, and their respective permitted assigns. (c) This Assignment and Assumption shall be construed, performed and enforced in accordance with the laws of the State of Alaska without giving effect to any choice of law provision or rule that would cause the application of Laws of any jurisdiction other than the State of Alaska. (d) Each provision of this Assignment and Assumption is intended to be severable. If any term or provision is illegal or invalid for any reason whatsoever, such illegality or invalidity shall not affect the legality or validity of the remainder of this Assignment and Assumption. (e) This Assignment and Assumption may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which shall be one and the same document. (f) No modification, waiver, amendment, discharge or change of this Assignment and Assumption shall be valid unless the same is in writing and signed by the Party against which the enforcement of such modification, waiver, amendment, discharge or change is or may be sought. [Signature page follows] 2 436 Form Approved IN WITNESS WHEREOF, Assignor and Assignee have caused this Assignment and Assumption to be executed as of the date first set forth above. ASSIGNOR: City of Seward By: Name: Title: STATE OF ALASKA) ) ss: RECORDING DISTRICT This instrument was acknowledged before me on , 202 , by , as of the City of Seward, an Alaska municipal corporation. Notary Public for the State of Alaska My commission expires: [Signature Page to Assignment and Assumption of Easement] 437 Forin Approved ASSIGNEE: Homer Electric Association, Inc. By: Name: Title: STATE OF ALASKA) ) ss: COUNTY) This instrument was acknowledged before me on , 202_, by , as of Homer Electric Association, Inc., an Alaska utility consumer services cooperative. Notary Public [Signature Page to Assignment and Assumption of Easement] 438 Form Approved EXHIBIT A Easements and Agreements Being Assigned EXHIBIT F [.], 202[•] Homer Electric Association, Inc. 3977 Lake Street Homer, Alaska 9960 Attn: Keriann Baker Email: Kbaker@HomerElectric.com Forin Approved Re: Asset Purchase Agreement, dated as of [.], 2023, by and between Homer Electric Association, Inc., an Alaska utility consumer services cooperative ("Buyer") and the City of Seward, an Alaska municipal corporation ("Seward" or the "City"), as may be amended, supplemented or modified from time to time (collectively, the "Asset Purchase Agreement") Ladies and Gentlemen: We have acted as counsel for Seward in the negotiation of the Asset Purchase Agreement. We are providing this opinion at Seward's request, pursuant to the Asset Purchase Agreement. In rendering this opinion, we have assumed the authenticity of all documents submitted to us as certified or photostatic copies. Based on the foregoing, and subject to the assumptions and qualifications contained herein, we are of the opinion as of this date that: 1. Seward is an Alaska municipal corporation validly existing pursuant to the laws of Alaska. 2. The City Manager and Council of the City are duly elected, qualified and constitute the acting governing body thereof. 3. Seward has the power and authority to execute and deliver the Agreement and to perform its obligations thereunder. The execution, delivery and performance of the Asset Purchase Agreement by Seward has been authorized by all necessary action on the part of the governing body and registered voters of Seward. 4. Resolutions authorizing the execution, delivery and performance of the Agreement by Seward were duly adopted by the governing body of Seward on [.], at meetings duly called and regularly assembled in accordance with applicable Alaska law including, without limitation, any open meetings laws of the State. 440 [.], 202[.] Page 2 5. The Agreement has been duly executed and delivered by Seward and constitutes the legal, valid, binding and enforceable obligations of Seward. 6. No approval, consent or authorization of any governmental body or public agency or authority not already obtained is required for the execution, delivery and performance of the Agreement by Seward. 7. The execution, delivery and performance of the Agreement by Seward and the provisions thereof do not conflict with, violate, or constitute a breach of or default under, any instrument relating to the creation, authorization, organization, existence, or operation of Seward, any commitment, agreement, or other instrument to which Seward is a party or by which it or its property or assets is bound or affected, or any constitution, law, rule, regulation, government code, resolution, ordinance, judgment, order, writ, decree, or ruling to which Seward (or any of its officials in their respective capacities as such) or its property is subject. 8. There is no action, suit, claim, proceeding, inquiry, or investigation, at law or in equity or by or before any court, governmental or public board, body, or agency, or regulatory authority, or private arbitration association, pending or, to our knowledge, threatened against or affecting Seward (or any of its officials in their respective capacities as such) or any of its property (nor to our knowledge is there any basis therefor), which in any way questions the right, power, or authority of Seward referred to in paragraph 2 above, the validity of the authorizing resolutions referred to in paragraph 3 above, or any other proceedings taken by Seward in connection with the authorization, execution, delivery, or performance of the Agreement, or wherein any unfavorable decision, ruling, or finding could adversely affect the transactions contemplated by the Agreement or which in any way could adversely affect the Agreement or the legality, validity, binding effect, or enforceability thereof. 9. Seward is subject to suit and liability with respect to its contractual obligations under the Agreement, in accordance with the Agreement, and does not, with respect to its contractual obligations under the Agreement, have any immunity from suit or jurisdiction on the grounds of sovereignty or otherwise. 10. The obligations of Seward to make payments under the Asset Purchase Agreement constitute operating expenses of Seward and have a claim on the revenues thereof. 11. All payment obligations of Seller under the Asset Purchase Agreement are payable from the general fund of the City. The opinions expressed herein are subject to the following qualifications: (a) The enforceability of the Agreement and the rights and remedies thereunder are subject to and may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium, receivership, conservatorship or other similar laws from time -to -time in effect relating to or affecting generally the enforcement of creditors' rights and (ii) general principles of equity, including without limitation, concepts of materiality, reasonableness, good faith and fair dealing (regardless of whether considered in a proceeding at law or an equity). 2 441 [.], 202[.] Page 3 (b) We express no opinion as to the enforceability of any provision of the Agreement purporting to constitute a consent to jurisdiction or waiver of service of process. (c) The opinions expressed herein are limited to the laws of the State of Alaska and the Federal laws of the United States of America. For purposes of the opinions expressed in this opinion, we have assumed that the Agreement will be governed by Alaska law exclusively. The opinions expressed herein are based on laws and facts existing as of the date hereof. We expressly disclaim any obligation to update or supplement this opinion letter for changes in law or fact occurring or coming to our attention after the date hereof. Sincerely, 3 442 EXHIBIT G CERTIFICATION OF NON -FOREIGN STATUS OF THE CITY OF SEWARD [•], 2023 Form Approved This certification is being delivered pursuant to Section 3.02(a)(viii) of that certain Asset Purchase Agreement, dated as of [il], 2023 as may be amended, supplemented or modified from time to time (the "Asset Purchase Agreement") by and between the City of Seward, an Alaska municipal corporation ("Seller"), and Homer Electric Association Inc., an Alaska utility consumer services cooperative ("Buyer"). Section 1445 of the Internal Revenue Code of 1986, as amended (the "Code"), provides that a transferee of a U.S. real property interest must withhold tax if the transferor is a foreign person. For U.S. tax purposes (including Section 1445 of the Code), the owner of a disregarded entity (which has legal title to a U.S. real property interest under local law) will be the transferor of the property and not the disregarded entity. To inform Buyer that withholding of tax is not required pursuant to Section 1445 of the Code in connection with the disposition of a U.S. real property interest by Seller pursuant to the Asset Purchase Agreement, the undersigned hereby certifies the following on behalf of Seller: 1. Seller is not a nonresident alien individual, foreign corporation, foreign partnership, foreign trust, or foreign estate (as those terms are defined in the Code and Treasury Regulations promulgated thereunder); 2. Seller is not a disregarded entity as defined in Treasury Regulation §1.1445- 2(b)(2)(iii); 3. Seller's U.S. taxpayer identification number (employer identification number) is [.]; and 4. Seller's office address is: 410 Adams Street, Seward, Alaska 99664. Seller understands that this certification may be disclosed to the Internal Revenue Service by Buyer and that any false statement contained herein could be punished by fine, imprisonment, or both. Under penalties of perjury, the undersigned declares that he or she has examined this certification and, to the best of the undersigned's knowledge and belief, it is true, correct, and complete, and the undersigned further declares that he or she has the authority to sign this document on behalf of Seller as of the date first written above. [Signature page immediately follows.] 1 443 IN WITNESS WHEREOF, the undersigned has executed this certification as of the date first above written. City of Seward By: Name: Title: [Signature Page to FIRPTA Certificate] 444 EXHIBIT H SYSTEM ASSETS All capital assets listed in the attached 1500 Electric Fund - Capital Assets spreadsheet except: Lot 1, Block 1 Bear Lake Subdivision plus all assets listed in the attached Vehicle Equipment spreadsheet[except those highlighted in green which duplicate assets listed in the 1500 Electric Fund -Capital Assets spreadsheet] plus the following capital assets : 1- 1000 KVA Transformer servicing the Seward Marine Industrial Center 1- 800 Amp. Meter and cabinet adjacent to Fishermen's Float Seward Marine Industrial Center 1- 400 Amp. Meter and cabinet adjacent to Fishermen's Float Seward Marine Industrial Center 15000-ELECTRIC FUND CAPITAL ASSETS LISTING 12/312022 Useful Li. Cost LAND 3054222 TOTAL LAND Depreciation INFRASTRUCTURE Road 39p'3H3 975230.60 195Pa2]2 a93009.65 ]925]a.5H 4,182,667 10 18209449 654,6e.35 1,528,026 14 ne 50000 65➢880 00300r 1601 West 20 12331rz 393,811 .40 905] 41 0e0 905] 41 293 626n �H5 295,358 161]55 TOTAL INFRASTRUCTURE 0 I 8,977,963 15000-1601 45454e.71 n549202 45454e.70 2,230040..72 6B4',5B9A2 6,293,37324 FY22 ADDITIONS 1320,94400 177549300 15000-1005 BEG. BALANCE 8,977,963 (1) (1) 0,977y6266 BuildingBUILDINGS 000352 1602 TV Equipment 65500000 65,000 00 65500000 1,828 06232 222860]]9 222860].]9 206'0]6i90 222860]]9 51460569 62962592 ms�@ Generators TOTAL BUILDINGS fs150 00-1602 2,159,41309 23904631 239e45940 239051.83 263751123 IMPROVEMENTS OTHER THAN LDINGS Fence @ Pole Yard 000362 1603 Ft Raymond Oil Tanks 000391 1603 Airport CI, 000403 1603 Transmission Line 000404 1603 Transmission Line 000408 1603 Electric Inter. F 9 Pmeytowerr,Faurres Conduits m)4 15 Transformer(s) FY65 Transformer(s) Ev66 Transformer(s) Ever mer)s) Ev69 mer)s) FY70 mer)s) Ev80 Transformer(s) Ev61 Transformer(s) FY81 Transformer(s) Ev82 Transformer(s) Even Transformer(s) Ev6A Transformer(s) Ev64 Transformer(s) web Transformer(s) Evan Transformer(s) wse Transformer(s) Eve9 rmer mrer(s3FY90 WO Transformer(s) FY91 Transformer(s) Ev91 WO Transformer(s) Ev92 W0 Transformer(s) Ev93 Transformer(s) Ev93 WO Transformer(s) Ev94 WO mer)s) Ev95 WO mer)s) Ev96 mer)s) Ev97 WO Transformer(s) Ev98 (o Ev99 20 15 20 20 15 15 15 15 20 15 20 20 30 30 20 15 15 15 15 15 20 15 30 30 30 15 30 15 15 15 15 20 20 210, 15 15 15 210, 30 30 15 15 15 15 20 20 20 15 15 15 15 6/30/1964 6/30/1965 40233200 10233200 650953 1/1/1983 74952623 749 526 23 000'00000 050g003 3p3879 asy2432 6/30/1999 6/30/1964 a2,s51.03 42,s51.03 se61 e9 9a ee ]03325 50005 5,03462 7/1/1988 13b4652 1304496 07 20004 450 569144 e3 8o 14 6/30/1981 6/30/1981 16,931 43 0994 16,931 43 0994 67,950 69 0 3]] 6/30/1988 6/30/1989 �25 o.39 59,6762.39 107 500 00 84,1,44 10233200 3204395 16A ]3 1494234 76 579 53 749 526 23 000'00000 20508098033 18 ,69889 21,008 49 24 a3 s1 69 03 20,358 61 e9 9a ee n] 03325 27 50005 35,034 62 1304652 9542003 2196025 15,692 16 10,622 31 86 e3 8o ea 443,609 94 e3 ee 67,950 69 90S]3]] o' ]26 344,0,00 107 500 00 84,1,44 10233200 78,4,33 76 579 53 749 526 23 000'00000 20508098033 18 ,69889 21,4984499 a,924 a3 s1 69 03 20,358 61 e9 9a ee n] 03325 27 50005 3503462 1304652 67,4.88 15,9239 86 e3 8o ea 443,609 94 e3 ee 67,950 69 90S]3]] o' ]26 3 2,196 44,0,00 27,8,34 32 5Fe os 3 107 500 00 _;205sy 6,968p918 DD2BD 84,1,44 10233200 3204395 16A ]3 1494234 76 579 53 749 526 23 000'00000 20508098033 59 1424156 21,4984499 a,924 ']a 1e25 05042 00 591 250 00 19 pee e3 a2,651 a3 2syaea3 89,694 6e a]03325 27 50005 3503462 1304652 9542003 23,11507 N00) 15,69239 3,083 86 e3 8o ea 443,609 94 e3 ee 67,950 69 90S]3]] o' ]26 3 0 00) 44,0,00 27,8,34 3e 5Fe os 3 001473 1603 Forest Acres Elect Extension (WOAddn=) rep, 5200 9 system improvements Fence OH Xm�,mer,0oa open 002722 1603 Concrete Foundation Dry Room 002896 1603 Load tap changers on substation tr 002898 1603 Light poles, lamp replacements 0029e7 1903 SElectric ecurity Fence Ft�Raymond pi TOTAL IMPROVEMENTS OTHER THAN BUILDINGS 6,1604 Department No = 3000 6/30/1994 8,69 12/31,999 12/31,999 3°53,33 3°53,33 12/31,000 12/31,000 a593,3 ,a593,6,070 3 12/31,001 978 00 978 00 12/31,001 31 56094 131 56099 12/31,005 12/31,005 6°12/31,005 63614 63 12/31,005 ,9565 1298616 oz1933 B9L9ze 338,6133G 12/31,007 12/31,007 835912/31,008 690e6 33e,eas:e3 12/31,008 3a563 12/31,008 »9a 12/31,008 12/31,008 022335 12/31,008 12/31,008 1153 poo 00 12/31,009 B,12/31,009 a395 eGz6e,a 12/31,011 32,3, 90 12/31,015 12/31,015 3ss9zeo 8,804 00 12/31,016 n D99,B 33 2G399 12/31,018 12/31,018 o9oo 7,291 as 11,05571 11,21189 2,201 00 690 00 235,655 49 4,982 00 2,570 00 1,306 00 19,78413 13,1,33 675 00 622 00 650 00 650 00 650 00 120 00 800 00 7,819 00 3°53,33 a593,3 6,070 978 00 ,3, 56099 3550333 4,710 00 =653; 32 a9 3,53008 16°63614 63 69B34B 60 e97, s 03, 3 39a 32,950 020 e6 ]0330 ,a,63sa0 433z30 z0G9Ga 60 3 0 a L6 26,692 00 11,005 00 1,380 00 a0az88 ' ,6,903 00 11,21186 1,16319 2,201 00 690 00 849 4,982 00 2,570 00 1,306 00 19,78413 13,1,33 675 00 622 00 650 00 650 00 650 00 120 00 800 00 7,819 00 3°53,33 a593,3 6,070 978 00 ,3, 56099 4,710 00 3,53008 16°63614 63 121 30° a53 2,196 00 127,,612 3sae15,483 6 9 39 8,,3 z107,9.95 e5B5,608 4B 1,11624 ,Guo93 BB0993 227,661 06 46,7.69 33,557 00 301D5z3 2,201 00 690 00 849 005363, 4,982 00 2,570 00 1,306 00 19,78413 13,1,33 675 00 622 00 650 00 650 00 650 00 120 00 800 00 1,,98911 7,819 00 355639a 3°55?57 a593,3 z,6,070 55369 ,3, 978 6095 3550333 4,710 00 =653; 32 a9 3,53008 16°63614 63 121 30° a53 127,,612 a2,196 00 16,58910 33°66 e2 1 ,5p610 ,osee m46 ',333e 96 96 ,3 z17 a63a za03575z 33450300 5,959 15,407 00 op3s3s2,760 00 0 00 00, 0 00) 00 0 00 o 00) 157 770 03 44,116 00 45029 333 28,613 00 36 93z59 52 690 00 112 eo5943e 41,175,988.17 15000-1603 35,571,182.69 817,090.20 363ee272.89 792)57.40 37,101,036.29 439495, ee FT22 ADDITIONS ,5.110,mn BEG. BALANCE 41,175,988.17 447 000376 1604 Substation Controls 000377 1604 Auto Control Capacitors m 000566 1604 Electric Dept Office Equipment 000567 1604 Electric Dept Office Equipment 000568 1604 Electric Dept Office Equipment 000573 1604 Husky Crimper 0005, 1604 Variable Speed Mill 000575 1604 Lab Equipment 000576 1604 Lab Equipment 000577 1604 Power Equipment 000578 1604 Power Equipment 000579 1604 Power Equipment 000582 1604 Communications Equipment 000586 1604 Spectra Mobile radio 001999 1604 Smart Ash Burner Model 100A rtpso wia136 002192 1604 GE Multi -Line Relay 002193 1604 Cable Fault Locating Equipment 002525 1604 Battery Charger 002823 1604 Simms online web application 002900 1604 Scissor lift 002901 1604 White globe adaptors & brackets 002904 1604 Brush chipper 002928 1604 Electric meter tester 002983 1604 Thermal camera 003001 1604 Hammer with case 003003 1604 Electric meter tester 003053 1604 72" Volvo snow blower for Skid Stf 003116 1604 Oil transfer pump 001625 1604 HP Designlet BOO PS Printer 002902 1604 Heaters for generators 002903 1604 Filtered charger 003065 1604 CT Ratio/Burden tester 1000Kva Transformer Plow and installation onto 2020 Fo Operator laptop with SEL Synchro` Harrison Software Upgrade TOTAL EQUIPMENT 6/30/1965 6/30/1975 a9324592 a9324592 a9324592 a9324592 a9324592 7/1/1986 600 900 00 60090000 60090000 60090000 60090000 7/1/1986 600 900 00 60090000 60090000 6009000 00 6009000 0 99999762 236 000900 o0 000900 o0 000900 o0 00 000 00 12/31,003 2633 12/31,002 4,80 30 211 n 22598zo n 233'9000 n 25156323 13,240 16 53,s266a 802929.60 53,s286a 53,s266a 9490 00 09'y39.39 1,231,158ee 40,095 9'ono0 1,90000 2090000 1,90000 1,90000 24,00003,800 00 7 85000 15,3500o 0000 15,35000 15,350 9 000 1290000 129000 12 900 00 u3',30100 43',30100 43',30100 43',30100 105920 1,5240 12a 5 160 1,240 99115 1422350 1422350 1422350 z4,81i433 2895090 2895090 2895090 14 23,142 84 3,857 14 26,999 98 002 27,000 00 m00 97 3,75 7 3,756 97 7,513 94 1127091 0 96329 20 020 rz� 664e4 sea oa 2536 �a FT22 ADDITIONS 66496056 15000-1604 120004.03 6,120,69500 118,437.79 6,239,131.82 110000.53 6,359,12035 6,239,133 Totals per Schedule 68,232,457.14 122233.12 1,629,123 00 46,801,35612 1,606,34646 48,407 70858 - 15000-7900 49,991385. 15 18,241 921 59 N. .v3.n02 535e30 High -Voltage Trasnlormers 535,870 CONSTRUCTOR IN PROGRESS Projects Additions Completed 2022 02 119259 115 533 222350 .v3.n02: 553725 1,222,358 00 EXHIBIT I - INVENTORY All items listed in the attached "2022 FINAL INVENTORY" Item Code Description Location On hand Price Total Fuses 10001-1A2 Fuse link - TypeT 200A WH1-MAIN 40 $ 22.00 $ 880.00 10002-1A2 Fuse link - TypeT 140A WH1-MAIN 25 $ 23.00 $ 575.00 10003-1A2 Fuse link - TypeT 100A WH1-MAIN 39 $ 5.70 $ 222.30 10004-1A2 Fuse link - TypeT 80A WH1-MAIN 25 $ 11.00 $ 275.00 10005-1A2 Fuse link - TypeT 65A WH1-MAIN 26 $ 11.00 $ 286.00 10006-1A2 Fuse link - TypeT 50A WH1-MAIN 53 $ 4.50 $ 238.50 10007-1A2 Fuse link - TypeT 40A WH1-MAIN 26 $ 6.00 $ 156.00 10008-1A2 Fuse link - TypeT 30A WH1-MAIN 32 $ 6.50 $ 208.00 10009-1A3 Fuse link - TypeT 25A WH1-MAIN 25 $ 6.00 $ 150.00 10010-1A3 Fuse link - TypeT 20A WH1-MAIN 42 $ 5.50 $ 231.00 10011-1A3 Fuse link - TypeT 15A WH1-MAIN 48 $ 5.50 $ 264.00 10012-1A3 Fuse link - TypeT 12A WH1-MAIN 31 $ 5.50 $ 170.50 10013-1A3 Fuse link - TypeT 10A WH1-MAIN 54 $ 5.50 $ 297.00 10014-1A3 Fuse link - TypeT 8A WH1-MAIN 40 $ 5.50 $ 220.00 10015-1A3 Fuse link - TypeT 6A WH1-MAIN 36 $ 5.50 $ 198.00 10016-1A3 Fuse link - TypeT 3A WH1-MAIN 44 $ 5.50 $ 242.00 10017-1A4 Fuse link - TypeK 40A WH1-MAIN 58 $ 4.00 $ 232.00 10018-1A4 Fuse link - TypeK 30A WH1-MAIN 37 $ 4.75 $ 175.75 10019-1A4 Fuse link - TypeK 25A WH1-MAIN 44 $ 4.75 $ 209.00 10020-1A4 Fuse link - TypeK 20A WH1-MAIN 49 $ 4.75 $ 232.75 10021-1A4 Fuse link - TypeK 15A WH1-MAIN 42 $ 4.75 $ 199.50 10022-1A4 Fuse link - TypeK 12A WH1-MAIN 40 $ 4.00 $ 160.00 10023-1A4 Fuse link - TypeK 10A WH1-MAIN 55 $ 4.00 $ 220.00 10024-1A4 Fuse link - TypeK 8A WH1-MAIN 48 $ 4.75 $ 228.00 10025-1A5 Fuse link - TypeK 6A WH1-MAIN 41 $ 4.75 $ 194.75 10026-1A5 Fuse link - TypeK 3A WH1-MAIN 50 $ 4.75 $ 237.50 10027-1A5 Fuse link - TypeK 2A WH1-MAIN 56 $ 1.80 $ 100.80 10028-1A5 Fuse link - TypeK 1A WH1-MAIN 34 $ 4.00 $ 136.00 10029-1A5 Open Fuse link - Type K 15A WH1-MAIN 58 $ 6.30 $ 365.40 10030-1A5 Open Fuse link - Type K 10A WH1-MAIN 123 $ 9.00 $ 1,107.00 10031-1A5 Open Fuse link - Type K 8A WH1-MAIN 33 $ 9.00 $ 297.00 10032-1A5 Open Fuse link - Type K 6A WH1-MAIN 24 $ 9.00 $ 216.00 10033-1A6 Open Fuse link - Type K 3A WH1-MAIN 32 $ 9.00 $ 288.00 10034-1A6 Open Fuse link - Type K 2A WH1-MAIN 77 $ 12.00 $ 924.00 10035-1A6 Open Fuse link - Type K 1A WH1-MAIN 41 $ 12.00 $ 492.00 10037-2H3 ELST Fuse & Cartridge 150A WH1-MAIN 7 $ 350.00 $ 2,450.00 10038-1A7 Street Light Fuse - 5A WH1-MAIN 123 $ 8.00 $ 984.00 10039-1A7 Street Light Fuse - 10A WH1-MAIN 44 $ 7.42 $ 326.48 10040-1A7 Street Light Fuse - 20A WH1-MAIN 24 $ 5.40 $ 129.60 10041-1A8 Street Light Fuse Holder Kit - Single WH1-MAIN 44 $ 22.46 $ 988.24 10042-1A7 Bay-O-Net Fuse - 3A WH1-MAIN 24 $ 15.00 $ 360.00 10043-1A7 Bay-O-Net Fuse - 8A WH1-MAIN 30 $ 15.00 $ 450.00 10044-1A7 Bay-O-Net Fuse - 10A WH1-MAIN 34 $ 21.00 $ 714.00 10045-1A7 Bay-O-Net Fuse -15A WH1-MAIN 17 $ 15.00 $ 255.00 10046-1A7 Bay-O-Net Fuse -25A WH1-MAIN 26 $ 9.00 $ 234.00 10047-1A6 Bay-O-Net Fuse -50A WH1-MAIN 32 $ 17.00 $ 544.00 10048-1A6 Bay-O-Net Fuse -65A WH1-MAIN 38 $ 34.00 $ 1,292.00 10049-1A6 Bay-O-Net Fuse -100A WH1-MAIN 34 $ 21.00 $ 714.00 10051-1A6 Bay-O-Net Fuse -140A WH1-MAIN 22 $ 20.00 $ 440.00 10051-1A7 Bay-O-Net Fuse -125A WH1-MAIN 30 $ 150.00 $ 4,500.00 10052-1A8 CLT Fuse - 5A WH1-MAIN 11 $ 110.00 $ 1,210.00 10053-1A8 CLT Fuse -8A WH1-MAIN 4 $ 92.00 $ 368.00 450 10054-1A8 CLT Fuse -12A WH1-MAIN 7 $ 328.26 $ 2,297.82 10055-1A8 CLT Fuse -18A WH1-MAIN 4 $ 270.00 $ 1,080.00 10056-1A8 S&C Switchgear Fuse-65E WH1-MAIN 6 $ 75.36 $ 452.16 10057-1A8 S&C Switchgear Fuse -200E WH1-MAIN 11 $ 205.30 $ 2,258.30 10058-1C2 Solid Fuse Tube Cap - 100A WH1-MAIN $ 3.35 $ - 10059-1C2 Solid Fuse Tube Cap - 200A WH1-MAIN $ 5.14 $ - 10060-1C2 Expulsion Fuse Tube Caps - 100A WH1-MAIN $ 5.50 $ - 10061-1C2 Expulsion Fuse Tube Caps - 200A WH1-MAIN $ 10.36 $ - 10062-1A8 Street Light Fuse Holder Kit - Double WH1-MAIN 12 $ 50.00 $ 600.00 10063-2H3 Current Limiting Fuse - 100 AMP WH1-MAIN 5 $ 85.00 $ 425.00 10064-2H1 5E 69KV Fuse WH1-MAIN 12 $ 425.00 $ 5,100.00 10065-2H1 40E 69KV Fuse WH1-MAIN 14 $ 756.25 $ 10,587.50 10067-2H1 50E 69KV Fuse WH1-MAIN 13 $ 425.00 $ 5,525.00 Total $ 54,913.85 Underground 15001-2A3 Secondary Cold Shrink 2-500 WH1-MAIN 94 $ 24.10 $ 2,265.40 15002-2A3 Cold Shrink Primary WH1-MAIN 53 $ 26.00 $ 1,378.00 15003-2A3 15KV LB Elbow #2 WH1-MAIN 12 $ 24.70 $ 296.40 15004-2A3 15KV LB Elbow 1/0-4/0 WH1-MAIN 45 $ 29.92 $ 1,346.40 15005-2B3 15KV Bushing Well Insert WH1-MAIN 22 $ 24.00 $ 528.00 15006-2B3 15KV Dust Cap WH1-MAIN 34 $ 30.00 $ 1,020.00 15007-2B3 15KV Stand Off WH1-MAIN 55 $ 42.00 $ 2,310.00 15008-2B3 15KV Feed Thru Standoff WH1-MAIN 22 $ 94.75 $ 2,084.50 15009-2C3 15KV Bushing Well Insert Feedthru WH1-MAIN 10 $ 125.00 $ 1,250.00 15010-2C3 15KV LBJ 3-Way WH1-MAIN 20 $ 149.41 $ 2,988.20 15011-2C3 15KV LBJ 4-Way WH1-MAIN 30 $ 154.47 $ 4,634.10 15012-2C3 15KV Tilt Bracket 3-Way WH1-MAIN 5 $ 110.00 $ 550.00 15013-2D3 15KV Tilt Bracket 4-Way WH1-MAIN 10 $ 95.00 $ 950.00 15014-2D3 15KV 4/0 Short Splice WH1-MAIN 21 $ 47.50 $ 997.50 15015-2D3 15KV 4/0 Long Splice WH1-MAIN 14 $ 75.50 $ 1,057.00 15016-2E3 15KV Short Splice #2-1/0 WH1-MAIN 21 $ 34.00 $ 714.00 15017-2E3 15KV Long Splice #2-1/0 WH1-MAIN 22 $ 80.85 $ 1,778.70 15018-2E3 15KV skirted Cold Shrink #2-4/0 WH1-MAIN $ 85.80 $ - 15019-2E3 Cable Positioner WH1-MAIN 58 $ 29.00 $ 1,682.00 15020-2F3 25KV LB Elbow 1/0 WH1-MAIN 36 $ 50.00 $ 1,800.00 15021-2F3 25KV Bushing Well Insert WH1-MAIN 11 $ 37.00 $ 407.00 15022-2F3 25KV Dust Cap WH1-MAIN 33 $ 43.50 $ 1,435.50 15023-2F3 25KV Stand Off WH1-MAIN 13 $ 59.95 $ 779.35 15024-2G3 25KV Feed Thru Standoff WH1-MAIN 6 $ 142.50 $ 855.00 15025-2G3 25KV LBJ 3-Way WH1-MAIN 12 $ 230.00 $ 2,760.00 15026-2G3 25KV LBJ 4-Way WH1-MAIN 11 $ 275.00 $ 3,025.00 15027-2G3 25KV Short Splice - #1-2/0 WH1-MAIN 40 $ 82.50 $ 3,300.00 15028-2H3 25KV Cold Shrink Splice Long WH1-MAIN 6 $ 285.00 $ 1,710.00 15029-2H3 25KV skirted Cold Shrink - 1/0 WH1-MAIN 28 $ 61.00 $ 1,708.00 15030-1C7 Cable Cleaning Kit WH1-MAIN 2 $ 10.65 $ 21.30 15031-1C7 Silicone Compound WH1-MAIN 21 $ 9.00 $ 189.00 15032-1C7 Fargolene Corrosion Inhibitor WH1-MAIN 14 $ 6.25 $ 87.50 15034 Primary Pedestal - Single Phase 30x26x18 WH1-OLD POLE YARD 3 $ 274.00 $ 822.00 15035 Primary Pedestal - Single Phase 30x60x22 WH1-OLD POLE YARD 4 $ 790.00 $ 3,160.00 15036 Primary Pedestal - Three Phase 30x64x24 SS WH1-OLD POLE YARD 0 $ 2,575.00 $ - 15037 Secondary Pedestal - Heavy Duty WH1-OLD POLE YARD 26 $ 129.48 $ 3,366.48 15038-6B2 Warning Ditch Tape WH1-MAIN 0 $ 0.03 $ - Total $ 53,256.33 451 Underground Hardware 16001-1D2 Channel Nut w/ Spring - 3/8 WH1-MAIN 100 $ 0.44 $ 44.00 16002-1D2 Channel Nut w/ Spring - 1/2 WH1-MAIN 45 $ 0.45 $ 20.25 16003 UM1-7CT WH1-OLD POLE YARD 6 $ 495.00 $ 2,970.00 16004 UM1-7CLT WH1-OLD POLE YARD 1 $ 495.00 $ 495.00 16005 UM1-8CT WH1-OLD POLE YARD 8 $ 595.00 $ 4,760.00 16006 UM1-9CS WH1-OLD POLE YARD 4 $ 595.00 $ 2,380.00 16006.1 UM1-9CS Tall WH1-OLD POLE YARD 2 $ 695.00 $ 1,390.00 16007 UM1-9CT WH1-OLD POLE YARD 2 $ 595.00 $ 1,190.00 16008 UM1-9CT Tall WH1-OLD POLE YARD 2 $ 650.00 $ 1,300.00 16009 UM1-10CS WH1-OLD POLE YARD 8 $ 341.00 $ 2,728.00 Total $ 17,277.25 Connectors 20001-1B3 Barrel - 500 MCM WH1-MAIN 34 $ 14.70 $ 499.80 20002-1B3 Barrel - 350 MCM WH1-MAIN 31 $ 2.92 $ 90.52 20003-1B3 Barrel - 4/0 WH1-MAIN 79 $ 2.50 $ 197.50 20004-1B3 Barrel - 2/0 WH1-MAIN 56 $ 1.45 $ 81.20 20005-1B3 Barrel - 1/0 WH1-MAIN 69 $ 1.60 $ 110.40 20006-1B4 Partial Tension Sleeve - 1/0 WH1-MAIN 46 $ 1.23 $ 56.58 20007-1B4 Partial Tension Sleeve - #2 WH1-MAIN 45 $ 1.17 $ 52.65 20008-1B4 Partial Tension Sleeve - #4 WH1-MAIN 12 $ 0.85 $ 10.20 20009-1B4 Partial Tension Sleeve - #6 WH1-MAIN 140 $ 0.90 $ 126.00 20010-1B5 Copper C 6 Sol - 4 Str / 6 Sol - 6 Str WH1-MAIN 285 $ 0.85 $ 242.25 20011-1B5 Copper C 6 Sol - 4 Str / 6 Sol - 4 Str WH1-MAIN 45 $ 0.51 $ 22.95 20012-1B5 Copper C 4 Sol - 2 Str / 8 Sol - 4 Str WH1-MAIN 321 $ 0.94 $ 301.74 20013-1B5 Copper C 2 Sol - Str / 2 Sol - 2 Str WH1-MAIN 230 $ 0.94 $ 216.20 20014-1B5 Copper C 1/0 Sol - 2/0 Str / 1/0 Sol - 2/0 Str WH1-MAIN 157 $ 3.00 $ 471.00 20015.1-1B5 Copper C 1/0 - 2/0 Str / 8 Sol - 2 Str WH1-MAIN 230 $ 2.92 $ 671.60 20015-1B5 Copper C 4/0 Sol - 3/0 Str / 4/0 Sol - 3/0 Str WH1-MAIN 43 $ 5.06 $ 217.58 20016-1B6 H-TAP 159 1/0 - #2 WH1-MAIN 25 $ 0.42 $ 10.50 20017-1B6 H-TAP WR9 Street light connector WH1-MAIN 0 $ 0.33 $ - 20018-1B6 H-TAP 189 1/0 - #2 WH1-MAIN 200 $ 0.47 $ 94.00 20019-1B6 H-TAP 279 2/0 - 2/0 WH1-MAIN 75 $ 0.82 $ 61.50 20020-1B6 H-TAP 289 1/0 - #2 WH1-MAIN 151 $ 0.84 $ 126.84 20021-1B6 H-TAP 379 4/0 - #2 WH1-MAIN 11 $ 0.73 $ 8.03 20022-1B6 H-TAP 389 4/0 - #2 WH1-MAIN 79 $ 1.80 $ 142.20 20023-1B6 H-TAP 399 4/0 - 2/0 WH1-MAIN 57 $ 0.79 $ 45.03 20024-1B7 H-TAP 419 4/0 - 4/0 WH1-MAIN 119 $ 0.52 $ 61.88 20025-1B7 H-TAP 500 WH1-MAIN 31 $ 1.25 $ 38.75 20026-1B7 H-TAP 550 WH1-MAIN 35 $ 1.90 $ 66.50 20027-1B7 H-TAP 715 2/0 - 397 MCM WH1-MAIN 88 $ 4.50 $ 396.00 20028-1B7 H-TAP 775 WH1-MAIN 24 $ 2.50 $ 60.00 20029-1B7 H-TAP 835 WH1-MAIN 37 $ 2.00 $ 74.00 20030-1B7 #6 - 1/0 ACSR WH1-MAIN 113 $ 3.40 $ 384.20 20031-1B7 #2 - 4/0 / #6 - 2/0 ACSR WH1-MAIN 42 $ 7.10 $ 298.20 20032-1B8 Insulink 4/0 - 4/0 WH1-MAIN 13 $ 1.88 $ 24.44 20033-1B8 Insulink 4/0 - 1/0 WH1-MAIN 75 $ 1.90 $ 142.50 20034-1B8 Insulink 1/0 - 1/0 WH1-MAIN 52 $ 0.36 $ 18.72 20035-1B8 Insulink 1/0 - 4 WH1-MAIN 239 $ 0.45 $ 107.55 20037-1B8 Insulink 2 - 2 WH1-MAIN 81 $ 0.36 $ 29.16 20038-1B8 Insulink 2 - 4 WH1-MAIN 161 $ 1.20 $ 193.20 20039-1B8 Insulink 4 - 4 WH1-MAIN 67 $ 0.45 $ 30.15 20040-1C3 2 Hole Paddle 1/0 AL/CU WH1-MAIN 41 $ 4.42 $ 181.22 20041-1C3 2 Hole Paddle 2/0 AL/CU WH1-MAIN 16 $ 4.90 $ 78.40 452 20042-1C3 2 Hole Paddle 4/0 AL/CU WH1-MAIN 126 $ 7.50 $ 945.00 20043-1C3 2 Hole Paddle 350 MCM AL/CU WH1-MAIN 74 $ 10.95 $ 810.30 20044-1C3 2 Hole Paddle 500 MCM AL/CU WH1-MAIN 24 $ 8.45 $ 202.80 20045-1C3 1 Hole Paddle 4 AL/CU WH1-MAIN 10 $ 2.15 $ 21.50 20046-105 Stem Connector 4/0 AL/CU WH1-MAIN 48 $ 17.75 $ 852.00 20047-105 Stem Connector 1/0 AL/CU WH1-MAIN 143 $ 9.96 $ 1,424.28 20048-105 Stem Connector 2/0 AL WH1-MAIN 47 $ 4.60 $ 216.20 20049-105 Stem Connector #2 AL/CU WH1-MAIN 54 $ 9.96 $ 537.84 20050-105 Stem Connector #2 Short AL/CU WH1-MAIN 52 $ 0.50 $ 26.00 20051-105 Stem Connector #4 Short AL/CU WH1-MAIN 38 $ 1.15 $ 43.70 20052-1C7 Ground Bushing WH1-MAIN 30 $ 7.19 $ 215.70 20053-1E2 PTF 6 Hole 350MCM 5/8 WH1-MAIN 55 $ 23.86 $ 1,312.30 20054-1E2 PTF 6 Hole 500MCM 1" WH1-MAIN 18 $ 43.00 $ 774.00 20055-1E3 PED 500MCM 8 Hole WH1-MAIN 0 $ 11.62 $ - 20055.1-1E3 PED 350MCM 8 Hole WH1-MAIN 26 $ 11.62 $ 302.12 20056-1E3 PED 350MCM 6 Hole WH1-MAIN 30 $ 13.00 $ 390.00 20057-1E3 PED 350MCM 6 Hole Insulated WH1-MAIN 50 $ 22.47 $ 1,123.50 20058-1B4 Loadbreak Elbow Connectors-#2 STR WH1-MAIN 37 $ 6.00 $ 222.00 20059-1B4 Loadbreak Elbow Connectors- 1/0 STR WH1-MAIN 65 $ 6.00 $ 390.00 20060-1B4 Loadbreak Elbow Connectors- 4/0 STR WH1-MAIN 50 $ 5.65 $ 282.50 20061-1B3 Barrel - #2 WH1-MAIN 56 $ 3.00 $ 168.00 20062-1B3 Splice Lug - #2 - #6 WH1-MAIN 86 $ 0.45 $ 38.70 20063-1B4 Splice Lug - #2 WH1-MAIN 45 $ 5.00 $ 225.00 20064-1B5 Copper Compression Cross Grid Connector - 2-250 WH1-MAIN 49 $ 25.00 $ 1,225.00 20065-1C3 2 Hole Paddle 350 CU Stackable WH1-MAIN 30 $ 15.00 $ 450.00 20066-1C3 2 Hole Paddle 4/0 CU Stackable WH1-MAIN 40 $ 8.00 $ 320.00 20067-1C2 Dog Bone Connector - #2 ACSR WH1-MAIN 125 $ 6.50 $ 812.50 20068-1C2 Dog Bone Connector - 1/0 ACSR WH1-MAIN 75 $ 7.15 $ 536.25 20069-1C4 2 Hole Paddle #4 STR WH1-MAIN 7 $ 4.07 $ 28.49 20070-105 Stem Connector 350-400 AL WH1-MAIN 29 $ 17.00 $ 493.00 20071-105 Stem Connector 300 AL WH1-MAIN 50 $ 17.00 $ 850.00 20072-1C7 Ground Rod Clamp WH1-MAIN 159 $ 3.06 $ 486.54 20073-1D3 2 Hole Paddle 336 WH1-MAIN 36 $ 30.00 $ 1,080.00 20074-1D3 Grounding Clamp - 2" WH1-MAIN 7 $ 13.81 $ 96.67 20075-1D3 Grounding Clamp - 4" WH1-MAIN 6 $ 37.57 $ 225.42 20076-1E2 4 Hole Transformer Connector - #6-250 WH1-MAIN 21 $ 19.19 $ 402.99 20077-1E2 4 Hole Transformer Connector - #6- 350 WH1-MAIN 56 $ 18.75 $ 1,050.00 Total $ 24,621.44 1 Overhead Hardware 25003-1F4 Carriage Bolts 3/8 x 10 WH1-MAIN 53 $ 1.89 $ 100.17 25004-1F4 Carriage Bolts 3/8 X 8 WH1-MAIN 40 $ 1.75 $ 70.00 25005-1F4 Carriage Bolts 3/8 X 4 1/2 WH1-MAIN 120 $ 1.00 $ 120.00 25006-1F4 Carriage Bolts 1/2 X 8 WH1-MAIN 230 $ 2.15 $ 494.50 25007-1F3 Machine Bolts 1/2 X 8 WH1-MAIN 49 $ 1.30 $ 63.70 25008-1F4 Carriage Bolts 3/8 X 6 WH1-MAIN 48 $ 0.56 $ 26.88 25009-1F5 l0M Strandvise WH1-MAIN 49 $ 12.40 $ 607.60 25010-1F5 7/16 Strandlink WH1-MAIN 35 $ 26.75 $ 936.25 25011-1F5 10M Strandlink AL/Galy WH1-MAIN 75 $ 14.50 $ 1,087.50 25012-1F5 3/810MStrandlinkStl/Galy WH1-MAIN 63 $ 16.00 $ 1,008.00 25016-1E4 Oval Eye Nut 5/8 WH1-MAIN 178 $ 3.30 $ 587.40 25018-1G5 Machine Bolt 5/8 X 6 WH1-MAIN 98 $ 1.40 $ 137.20 25019-1G5 Machine Bolt 5/8 X 10 WH1-MAIN 38 $ 1.25 $ 47.50 25020-1G5 Machine Bolt 5/8 X 12 WH1-MAIN 11 $ 1.78 $ 19.58 25021-1G5 Machine Bolt 5/8 X 14 WH1-MAIN 29 $ 1.50 $ 43.50 453 25022-1H5 Machine Bolt 5/8 X 16 WH1-MAIN 174 $ 1.52 $ 264.48 25023-1H5 Machine Bolt 5/8 X 18 WH1-MAIN 156 $ 2.25 $ 351.00 25024-1H5 Machine Bolt 5/8 X 20 WH1-MAIN 39 $ 3.25 $ 126.75 25025.1-2F4 DA Bolt 3/4 X 28 WH1-MAIN 74 $ 5.00 $ 370.00 25025.2-2F4 DA Bolt 3/4 X 30 WH1-MAIN 95 $ 5.00 $ 475.00 25025.3-2E4 DA Bolt 3/4 X 8 WH1-MAIN 264 $ 3.50 $ 924.00 25025.4-2E4 DA Bolt 3/4 X 24 WH1-MAIN 61 $ 5.00 $ 305.00 25025-1H5 DA Bolt 5/8 X 14 WH1-MAIN 30 $ 1.90 $ 57.00 25026-1H5 DA Bolt 5/8 X 18 WH1-MAIN 167 $ 1.82 $ 303.94 25027-2A4 DA Bolt 5/8 X 20 WH1-MAIN 46 $ 2.00 $ 92.00 25028-2A4 DA Bolt 5/8 X 22 WH1-MAIN 35 $ 1.99 $ 69.65 25029-2B4 DA Bolt 5/8 X 24 WH1-MAIN 46 $ 4.25 $ 195.50 25030-2B4 DA Bolt 5/8 X 26 WH1-MAIN 52 $ 2.35 $ 122.20 25031-2B4 DA Bolt 5/8 X 30 WH1-MAIN 20 $ 3.62 $ 72.40 25032-2B4 OVAL EYE BOLT 5/8 X 10 WH1-MAIN 11 $ 1.96 $ 21.56 25033-2C4 OVAL EYE BOLT 5/8 X 12 WH1-MAIN 5 $ 4.10 $ 20.50 25034-2C4 OVAL EYE BOLT 5/8 X 14 WH1-MAIN 59 $ 2.73 $ 161.07 25035-2C4 OVAL EYE BOLT 5/8 X 16 WH1-MAIN 107 $ 4.90 $ 524.30 25036-2C4 OVAL EYE BOLT 5/8 X 18 WH1-MAIN 40 $ 5.40 $ 216.00 25037.1-2E4 OVAL EYE BOLT 3/4 X 10 WH1-MAIN 25 $ 6.25 $ 156.25 25037-2E4 OVAL EYE BOLT 3/4 X 14 WH1-MAIN 29 $ 9.80 $ 284.20 25038-2E4 OVAL EYE BOLT 3/4 X 16 WH1-MAIN 18 $ 10.00 $ 180.00 25039-2F4 Machine Bolt 3/4 X 14 WH1-MAIN 30 $ 1.92 $ 57.60 25040-2F4 Machine Bolt 3/4 X 16 WH1-MAIN 52 $ 2.10 $ 109.20 25041-2G4 Machine Bolt 3/4 X 18 WH1-MAIN 240 $ 2.55 $ 612.00 25042-2G4 Machine Bolt 3/4 X 24 WH1-MAIN 61 $ 5.90 $ 359.90 25043-2G4 Machine Bolt 3/4 X 26 WH1-MAIN 176 $ 5.95 $ 1,047.20 25044-2G4 Machine Bolt 3/4 X 22 WH1-MAIN 42 $ 5.10 $ 214.20 25045.1-2I4 DA Bolt 7/8 X 12 WH1-MAIN 10 $ 7.25 $ 72.50 25045-2H4 DA Bolt 7/8 X 30 WH1-MAIN 18 $ 20.50 $ 369.00 25046-2H4 DA Bolt 7/8 X 34 WH1-MAIN 12 $ 21.50 $ 258.00 25047-2H4 DA Bolt 7/8 X 38 WH1-MAIN 10 $ 23.50 $ 235.00 25048-2I4 DA Bolt 7/8 X 40 WH1-MAIN 10 $ 25.00 $ 250.00 25049.1-2I4 Machine Bolt 7/8 X 12 WH1-MAIN 43 $ 4.29 $ 184.47 25049-2I4 Machine Bolt 7/8 X 14 WH1-MAIN 166 $ 5.80 $ 962.80 25050-2I4 Machine Bolt 7/8 X 16 WH1-MAIN 78 $ 3.00 $ 234.00 25051-2J4 Machine Bolt 7/8 X 18 WH1-MAIN 84 $ 4.29 $ 360.36 25052-2J4 Machine Bolt 7/8 X 20 WH1-MAIN 96 $ 4.29 $ 411.84 25053-2J4 Machine Bolt 7/8 X 22 WH1-MAIN 42 $ 9.00 $ 378.00 25054.1-2J4 Machine Bolt 7/8 X 28 WH1-MAIN 3 $ 4.29 $ 12.87 25054-2I3 9KV Arrester WH1-MAIN 18 $ 40.00 $ 720.00 25055-2I3 18KV Arrester WH1-MAIN 25 $ 75.00 $ 1,875.00 25056-1F3 3" Neutral Spool WH1-MAIN 72 $ 1.88 $ 135.36 25067-106 Copper Automatic - #2 SOL WH1-MAIN 43 $ 8.00 $ 344.00 25068-106 Copper Automatic - #4 SOL WH1-MAIN 37 $ 5.00 $ 185.00 25069-106 Copper Automatic - #6 SOL WH1-MAIN 28 $ 5.00 $ 140.00 25070-1D3 3 Bolt Clamp WH1-MAIN 33 $ 8.00 $ 264.00 25071-1D4 J-Hook Lag Bolt 3/8" X 4" WH1-MAIN 11 $ 12.29 $ 135.19 25072-1D4 Weatherhead WH1-MAIN 11 $ 34.65 $ 381.15 25073-1D4 Service Mast WH1-MAIN 28 $ 7.42 $ 207.76 25074-1D4 Swinging Clevis - Small WH1-MAIN 25 $ 1.13 $ 28.25 25075-2I3 Swinging Clevis - Large WH1-MAIN 90 $ 4.75 $ 427.50 25076-1D4 2" Secondary Spool WH1-MAIN 83 $ 1.40 $ 116.20 25077-1D3 Curved Washer - 3/4" - 7/8" WH1-MAIN 3 $ 8.00 $ 24.00 25081-1D5 Anchor Shackle - 1/2" WH1-MAIN 15 $ 2.50 $ 37.50 454 25082-1D6 Lag Bolt 5/8 x 5 WH1-MAIN 100 $ 2.50 $ 250.00 25093-1E1 Mid Span Tap Kit - 350-4/0 WH1-MAIN 9 $ 42.00 $ 378.00 25095-1E3 Thimble Eyenut - 3/4 WH1-MAIN 37 $ 2.87 $ 106.19 25096-1E4 Thimble Eyenut - 5/8 WH1-MAIN 34 $ 2.87 $ 97.58 25097-1E4 Oval Eye - 3/4" WH1-MAIN 179 $ 4.20 $ 751.80 25098-1E4 Eyenut - 3/4 WH1-MAIN 98 $ 1.28 $ 125.44 25099-1E4 Eyenut - 5/8 WH1-MAIN 0 $ 1.09 $ - 25102-1E8 Round Curved Washer - 7/8" WH1-MAIN 24 $ 4.50 $ 108.00 25103-1F1 Mid Span Tap Kit WH1-MAIN 7 $ 22.00 $ 154.00 25104-1F2 Service wedge clamp WH1-MAIN 16 $ 2.40 $ 38.40 25105-1F2 Dead End Secondary Whip - 1/0 WH1-MAIN 70 $ 2.00 $ 140.00 25106-1F2 Dead End Secondary Whip - 4/0 WH1-MAIN 118 $ 2.80 $ 330.40 25107-1F2 Dead End Secondary Whip #2 WH1-MAIN 51 $ 1.05 $ 53.55 25108-1F2 Dead End Secondary Whip - #4 WH1-MAIN 53 $ 0.75 $ 39.75 25109-1F2 Dead End Secondary Whip - #6 WH1-MAIN 6 $ 0.78 $ 4.68 25110-1G4 Guy Clevis - Thimble Eye - Heavy WH1-MAIN 29 $ 9.90 $ 287.10 25111-1G4 Tripleye Anchor Attachment WH1-MAIN 65 $ 3.35 $ 217.75 25112-1G4 Guy Hook WH1-MAIN 169 $ 4.25 $ 718.25 25113-1G4 Guy Hook - Large WH1-MAIN 23 $ 6.80 $ 156.40 25114-1G4 Combination Guy Hook WH1-MAIN 9 $ 10.70 $ 96.30 25115-1G5 Thimbleye Bolt - 5/8 x 16" WH1-MAIN 95 $ 8.00 $ 760.00 25116-1G3 Hot Line Stirrup - #4 -4/0 WH1-MAIN 50 $ 20.10 $ 1,005.00 25117-1G2 Hot Line Stirrup - 1/0-397.5 WH1-MAIN 35 $ 19.12 $ 669.20 25118-1G3 Hot Line Clamp - Small WH1-MAIN 38 $ 11.50 $ 437.00 25119-1G3 Hot Line Clamp - Medium WH1-MAIN 74 $ 7.00 $ 518.00 25120-1G3 Hot Line Clamp - Large WH1-MAIN 62 $ 41.89 $ 2,597.18 25121-1G2 Hot Line Sitrrup Copper - #6 -2/0 WH1-MAIN 36 $ 105.00 $ 3,780.00 25122-1G2 Cross -Arm Mounting Bracket WH1-MAIN 20 $ 38.00 $ 760.00 25123-1G1 Pole Top Ridge Pin - Tall WH1-MAIN 18 $ 6.15 $ 110.70 25124-1G1 Pole Top Ridge Pin - Short WH1-MAIN 13 $ 2.25 $ 29.25 25125-1G1 Sidewalk Guy WH1-MAIN 2 $ 25.00 $ 50.00 25126.1-1G1 Grid Gain Plate - 6 3/4" WH1-MAIN 0 $ 11.21 $ - 25126-1G1 Grid Gain Plate WH1-MAIN 20 $ 12.00 $ 240.00 25127-1G1 Insulator Pin Nut WH1-MAIN 47 $ 2.25 $ 105.75 25128-1H2 Automatic Wire Bail Dead End - 4/0 WH1-MAIN 25 $ 20.75 $ 518.75 25129-1H2 Automatic Wire Bail Dead End - 1/0 WH1-MAIN 58 $ 9.80 $ 568.40 25130-1H2 Automatic Wire Bail Dead End - #2 WH1-MAIN 95 $ 7.67 $ 728.65 25131-1H2 Automatic Clevis Dead End - 4/0 WH1-MAIN 48 $ 15.16 $ 727.68 25132-1H2 Automatic Clevis Dead End - 1/0 WH1-MAIN 21 $ 10.25 $ 215.25 25133-1H3 Automatic Clevis Dead End - #2 WH1-MAIN 24 $ 9.50 $ 228.00 25134-1H4 Automatic Clevis Dead End - #4 WH1-MAIN 33 $ 7.30 $ 240.90 25135-1H4 Deadend Pistol Grip Shoe - #6-3/0 WH1-MAIN 19 $ 10.00 $ 190.00 25136-1H4 Deadend Wedge - #4 - 1/0 WH1-MAIN 49 $ 20.00 $ 980.00 25137-1H4 Pipe Strap - 2" WH1-MAIN 6 $ 26.00 $ 156.00 25138-2A2 Pipe Strap - 4" WH1-MAIN 138 $ 2.00 $ 276.00 25139-2A2 Pipe Strap - 6" WH1-MAIN 92 $ 3.00 $ 276.00 25140-2A2 2 Hole Paddle 1/0 AL/CU WH1-MAIN 106 $ 8.00 $ 848.00 25144-2J2 Cross Arm Pin - 5/8 WH1-MAIN 242 $ 5.00 $ 1,210.00 25145-2I3 Neutral Clevis Bracket WH1-MAIN 28 $ 5.55 $ 155.40 25146-2J3 Dead End Tee WH1-MAIN 42 $ 59.98 $ 2,519.16 25147-2I2 Two Position Bracket WH1-MAIN 8 $ 45.00 $ 360.00 25148-2H2 Single Position Bracket WH1-MAIN 4 $ 33.82 $ 135.28 25149-2D4 Upset Bolt 5/8 X 18 WH1-MAIN 20 $ 11.50 $ 230.00 25150-2D4 Upset Bolt 5/8 X 14 WH1-MAIN 214 $ 8.00 $ 1,712.00 25151-2D4 Upset Bolt 5/8 X 12 WH1-MAIN 115 $ 5.00 $ 575.00 455 25152-2D4 Upset Bolt 5/8 X 10 WH1-MAIN 88 $ 5.00 $ 440.00 25153-2I2 Crossarm Saddle Pin - 15KV WH1-MAIN 60 $ 13.75 $ 825.00 25154-2J2 Crossarm Saddle Pin - 25KV WH1-MAIN 69 $ 13.50 $ 931.50 25155-2B2 Stand -Off Bracket - 15" WH1-MAIN 28 $ 21.00 $ 588.00 25156-2A2 Stand -Off Bracket - 8.5" WH1-MAIN 45 $ 12.50 $ 562.50 25157-2A4 Screw Anchor - Single WH1-MAIN 25 $ 34.00 $ 850.00 25158-2A4 Screw Anchor - Double WH1-MAIN 8 $ 39.90 $ 319.20 25159-7A5 Screw Anchor - Triple WH1-MAIN 3 $ 210.00 $ 630.00 25160-2A1 Cutout - 100A NLB 15KV WH1-MAIN 87 $ 90.45 $ 7,869.15 25161-2B1 Cutout - 100A LB 15KV WH1-MAIN 12 $ 182.74 $ 2,192.88 25162-2C1 Cutout - 200A LB 15KV WH1-MAIN 21 $ 244.48 $ 5,134.08 25163-2D1 Cutout - 100A LB 25KV WH1-MAIN 19 $ 200.09 $ 3,801.71 25164-2D1 Cutout - 200A LB 25KV WH1-MAIN 3 $ 263.50 $ 790.50 25165-3G4 336.4 - Single Support - Linnet WH1-MAIN 98 $ 10.75 $ 1,053.50 25166-3G6 336.4 - Suspension - Oriole (Housing & Cushion) WH1-MAIN 26 $ 88.00 $ 2,288.00 25167-3G4 336.4 - Linnet (Part lof2) WH1-MAIN 39 $ 51.88 $ 2,023.32 25168-3G4 336.4 - Suspension - Linnet (part lof2) WH1-MAIN 26 $ 24.38 $ 633.88 25169-3G5 336.4 - Oriole (part lof2) WH1-MAIN 25 $ 73.00 $ 1,825.00 25169-3G6 336.4 - Oriole(Housing and Cushion) part2of2 WH1-MAIN 25 $ 73.00 $ 1,825.00 25170-3F3 1/0 - Raven Armor Rod WH1-MAIN 41 $ 5.02 $ 205.82 25171-3F4 4/0 - Penguin Armor Rod WH1-MAIN 27 $ 7.00 $ 189.00 25172-3F4 #2 - Sparate Armor Rod WH1-MAIN 89 $ 3.00 $ 267.00 25173-3F4 1/0 - Raven - Cunductor Splice Armor Rod WH1-MAIN 93 $ 5.02 $ 466.86 25174.1-3C5 Guy Whip - Dead -End - 3/8 WH1-MAIN 0 $ 6.85 $ - 25174-3C5 Guy Whip - Dead -End - 7/16 WH1-MAIN 40 $ 4.46 $ 178.40 25175-3C5 Guy Whip - Dead -End - 10M WH1-MAIN 30 $ 3.52 $ 105.60 25176-3C5 Guy Whip - Dead -End - 12.5M WH1-MAIN 38 $ 5.67 $ 215.46 25177-3C5 Guy Whip - Dead -End - 16M WH1-MAIN 74 $ 6.85 $ 506.90 25178-3C2 Guy Strain Insulator (Fish) - 54" WH1-MAIN 37 $ 29.45 $ 1,089.65 25179-3C3 Guy Strain Insulator (Fish) - 60" WH1-MAIN 1 $ 18.90 $ 18.90 25180-3C3 Guy Strain Insulator (Fish) - 96" WH1-MAIN 19 $ 39.05 $ 741.95 25181-3F5 Neutral Extnsion Bracket WH1-MAIN 25 $ 16.43 $ 410.75 25182-2J3 Corner Bracher 3/4" WH1-MAIN 8 $ 46.00 $ 368.00 25183-2J3 Corner Bracher 5/8" WH1-MAIN 14 $ 48.00 $ 672.00 25184-2B5 Pole Top Bracket - Small WH1-MAIN 25 $ 20.00 $ 500.00 25185-3B5 Pole Top Bracket - Large WH1-MAIN 3 $ 47.00 $ 141.00 25186-3E6 Crossarm Reinforcing Plate WH1-MAIN 217 $ 20.50 $ 4,448.50 25187-3F5 Socket Eye/Clevis WH1-MAIN 188 $ 5.15 $ 968.20 25188-3F5 Ball Clevis WH1-MAIN 0 $ 5.15 $ - 25189-3F5 Y Clevis Ball WH1-MAIN 8 $ 28.00 $ 224.00 25190-3E6 VORTX Vibration Damper WH1-MAIN 40 $ 30.00 $ 1,200.00 25191-2J3 Ball Hook (Locking type) WH1-MAIN 180 $ 8.00 $ 1,440.00 25192-3E6 AFL Filler Compound WH1-MAIN 54 $ 10.00 $ 540.00 25193-3E6 Ampact Internally Fired Lug WH1-MAIN 7 $ 6.65 $ 46.55 25194-3E6 Twisted Links WH1-MAIN 25 $ 23.00 $ 575.00 25195-3D6 Dead End Assembly - Linnet/ACSS WH1-MAIN 6 $ 80.70 $ 484.20 25196-3D6 Dead End Assembly - Oriole/ACSS WH1-MAIN 43 $ 135.00 $ 5,805.00 25197-3D6 Dead End Tongue - Oriole WH1-MAIN 27 $ 18.60 $ 502.20 25198-3D6 Compression Dead End - Linnet - Clevis Type WH1-MAIN 59 $ 142.00 $ 8,378.00 25199-3D6 Compression Dead End - Linnet - Eye Type WH1-MAIN 22 $ 142.00 $ 3,124.00 25200-3C6 Four Bolt Dead End Pistol WH1-MAIN 0 $ 13.00 $ - 25201-3C6 Strain Clamp - 336.4-1272 WH1-MAIN 28 $ 86.00 $ 2,408.00 25202-3C6 Suspension Clamp WH1-MAIN 25 $ 68.00 $ 1,700.00 25203-3C6 Dead End Assembly Kit 7-10" Pole WH1-MAIN 1 $ 85.00 $ 85.00 25205-3B6 Dead End Assembly Kit 11-14" Pole WH1-MAIN 1 $ 96.00 $ 96.00 456 25206-3A3 Anchor Plate - 16" x 5/8" WH1-MAIN 27 $ 34.37 $ 927.99 25207-3A3 Anchor Plate - 24" x 3/4" WH1-MAIN 16 $ 109.77 $ 1,756.32 25208-3F5 Extension Bracket - 9" WH1-MAIN 0 $ 3.45 $ - 25209-7A3 Guy Marker WH1-MAIN 0 $ 6.00 $ - 25210-7A1 Anchor Rod - 1" x 10' Double Eye WH1-MAIN 0 $ 24.90 $ - 25211-7A2 Anchor Rod - 5/8" x 8' Double Eye WH1-MAIN 19 $ 25.00 $ 475.00 25212-7A3 Anchor Rod - 3/4" x 8' Triple Eye WH1-MAIN 22 $ 32.73 $ 720.06 25213-7A3 Anchor Rod - 3/4" x 8' Double Eye WH1-MAIN 6 $ 28.00 $ 168.00 25214-7A1 Anchor Rod - 1" x 10' Triple Eye WH1-MAIN 36 $ 24.90 $ 896.40 25215.1-7A6 Extension Rod Coupler 3.5'X3/4" WH1-MAIN 0 $ 9.00 $ - 25215-6W5 Extension Rod Coupler 7'X3/4" WH1-MAIN 0 $ 24.00 $ - 25216-6W5 Extension Rod Coupler 7'X1" WH1-MAIN 10 $ 30.00 $ 300.00 25217-7A6 Screw Anchor Extension - 3.5 WH1-MAIN 5 $ 30.00 $ 150.00 25218-7A6 Screw Anchor Extension - 5' WH1-MAIN 6 $ 30.00 $ 180.00 25219-7A5 Screw Anchor Extension - 7' WH1-MAIN 8 $ 30.00 $ 240.00 25220-6W3 Guy Adapter - Triple Eye - 18" WH1-MAIN 28 $ 94.23 $ 2,638.44 25221-6W4 Anchor Extension - Twin Eye - 1" WH1-MAIN 20 $ 120.00 $ 2,400.00 25222-6W1 Expanding Rock Anchor - 3/4" X 15" WH1-MAIN 5 $ 28.00 $ 140.00 25223-6W2 Expanding Rock Anchor - 3/4" X 30" WH1-MAIN 3 $ 61.00 $ 183.00 25224-6W5 Expanding Rock Anchor - 3/4" X 72" WH1-MAIN 8 $ 25.00 $ 200.00 25225-6W5 Expanding Rock Anchor - 1" X 72" WH1-MAIN 2 $ 25.00 $ 50.00 25228-1D4 SecondaryClevis WH1-MAIN 21 $ 1.90 $ 39.90 25229-1D4 Guy Wire Basket WH1-MAIN 0 $ 7.50 $ - Total $ 133,908.84 Poles , „ti«>»»�»»»,�` 30001 25' Class 6 WH1-NEW POLE YARD 15 $ 220.00 $ 3,300.00 30002 30' Class 4 WH1-NEW POLE YARD 9 $ 325.00 $ 2,925.00 30003 35' Class 5 WH1-NEW POLE YARD 11 $ 1,060.00 $ 11,660.00 30004 40' Class 2 WH1-NEW POLE YARD 8 $ 645.00 $ 5,160.00 30005 45' Class 2 WH1-NEW POLE YARD 19 $ 493.00 $ 9,367.00 30005-1 45' Class 3 WH1-NEW POLE YARD 2 $ 493.00 $ 986.00 30006 45' H1 WH1-NEW POLE YARD 0 $ 1,060.00 $ - 30008 50' Class 2 WH1-NEW POLE YARD 8 $ 570.00 $ 4,560.00 30008-1 50' Class 1 WH1-NEW POLE YARD 1 $ 1,035.00 $ 1,035.00 30011 55' Class 2 WH1-NEW POLE YARD 10 $ 658.00 $ 6,580.00 30012 55' H2 WH1-NEW POLE YARD 2 $ 1,630.00 $ 3,260.00 30012 55' H2 WH1-OLD POLE YARD 1 $ 1,630.00 $ 1,630.00 30013 55' H3 WH1-NEW POLE YARD 1 $ 472.00 $ 472.00 30014 60' H1 WH1-NEW POLE YARD 6 $ 1,935.00 $ 11,610.00 30014 60' H1 WH1-OLD POLE YARD 2 $ 1,935.00 $ 3,870.00 30014-1 60' Class 1 WH1-NEW POLE YARD 0 $ 1,380.00 $ - 30014-1 60' Class 1 WH1-OLD POLE YARD 3 $ 1,380.00 $ 4,140.00 30014-2 60' Class 2 WH1-NEW POLE YARD 0 $ 484.00 $ - 30015 60' H3 WH1-NEW POLE YARD 2 $ 1,410.00 $ 2,820.00 30018 70' H3 WH1-NEW POLE YARD 1 $ 1,410.00 $ 1,410.00 30018 70' H3 WH1-OLD POLE YARD 5 $ 1,410.00 $ 7,050.00 30019 70' H2 Fiberglass WH1-NEW POLE YARD 1 $ 387.10 $ 387.10 30019-1 70' H2 WH1-NEW POLE YARD 2 $ 2,398.00 $ 4,796.00 30019-1 70' H2 WH1-OLD POLE YARD 3 $ 2,398.00 $ 7,194.00 30020 75' H2 WH1-NEW POLE YARD 1 $ 2,685.00 $ 2,685.00 30020 75' H2 WH1-OLD POLE YARD 2 $ 2,685.00 $ 5,370.00 30020-1 75' H3 WH1-OLD POLE YARD 2 $ 3,609.00 $ 7,218.00 30021 75' H2 Fiberglass WH1-NEW POLE YARD 1 $ 5,928.13 $ 5,928.13 30023 80' H3 WH1-OLD POLE YARD 2 $ 1,320.00 $ 2,640.00 457 30024 85' H2 WH1-OLD POLE YARD 3 $ 1,320.00 $ 3,960.00 30025 85' H3 WH1-OLD POLE YARD 3 $ 1,320.00 $ 3,960.00 30026 85' H3 Fiberglass WH1-NEW POLE YARD 1 $ 9,222.06 $ 9,222.06 30027 65' H1 WH1-OLD POLE YARD 4 $ 1,241.00 $ 4,964.00 30028 65' H3 WH1-OLD POLE YARD 4 $ 962.00 $ 3,848.00 30029 65' Class 1 WH1-OLD POLE YARD 1 $ 1,241.00 $ 1,241.00 30031 90' H3 WH1-OLD POLE YARD 1 $ 1,320.00 $ 1,320.00 30032-6B3 Copper Ground Plate WH1-MAIN $ 8.00 $ - Total $ 146,568.29 X-Arms & Braces 31000 8' Double Dead End Arm Assemby WH1-OLD POLE YARD 5 $ 380.00 $ 1,900.00 31001 8' Cross Arm WH1-OLD POLE YARD 44 $ 57.73 $ 2,540.12 31002 Cross Arm Brace-28" WH1-OLD POLE YARD 124 $ 10.00 $ 1,240.00 31003 Cross Arm Brace-60" WH1-OLD POLE YARD 170 $ 28.00 $ 4,760.00 31005 10' Cross Arm - 3 5/8 x 4 5/8 WH1-OLD POLE YARD 93 $ 43.50 $ 4,045.50 31006 10' Cross Arm - 3 3/4 x 4 3/4 WH1-OLD POLE YARD 0 $ 38.35 $ - 31007 10' Cross Arm - 3 3/4 x 5 3/4 WH1-OLD POLE YARD 0 $ 61.32 $ - 31008 10' Cross Arm - 5 5/8 x 7 3/8 WH1-OLD POLE YARD 12 $ 415.00 $ 4,980.00 31010 10' Fiberglass Cross Arm WH1-OLD POLE YARD 0 $ 356.25 $ - Total $ 19,465.62 MInsulators 35001-106 House Knob WH1-MAIN 34 $ 4.09 $ 139.06 35002-106 Automatic Copper Deadend - #6 WH1-MAIN 88 $ 15.00 $ 1,320.00 35003-106 Automatic Copper Deadend - #4 WH1-MAIN 62 $ 7.30 $ 452.60 35004-1D3 Line Post Insulator Studs - 5/8 WH1-MAIN 62 $ 3.00 $ 186.00 35005-1D3 Trunnion Stud Mounting Bolt - 5/8 WH1-MAIN 102 $ 3.95 $ 402.90 35007-1D5 Thimble Adaptor WH1-MAIN 94 $ 2.26 $ 212.44 35008-1F3 Guy Strain Insulator WH1-MAIN 17 $ 3.32 $ 56.44 35009-2I2 15KV Polymer Deadend WH1-MAIN 44 $ 11.25 $ 495.00 35010-2I2 25KV Polymer Deadend WH1-MAIN 35 $ 19.25 $ 673.75 35011-3G6 Large Angle Trunnion Clamp WH1-MAIN 121 $ 9.55 $ 1,155.55 35012-3G6 Medium Trunnion Clamp WH1-MAIN 32 $ 7.50 $ 240.00 35013-3G6 Small Trunnion Clamp WH1-MAIN 133 $ 7.50 $ 997.50 35014-3B2 Vise Top Insulator - 15KV WH1-MAIN 53 $ 18.45 $ 977.85 35015-3B2 Vise Top Insulator - 25KV WH1-MAIN 50 $ 19.40 $ 970.00 35016-3B3 Pin Type Insulator - C-Neck WH1-MAIN 228 $ 29.93 $ 6,824.04 35017-3B4 Victor Pin Insulator - 15/25KV J-Neck WH1-MAIN 196 $ 13.25 $ 2,597.00 35018-3A4 Victor Station Post Insulator WH1-MAIN 10 $ 48.00 $ 480.00 35019-3A3 Epoxilator -115KV WH1-MAIN 2 $ 35.00 $ 70.00 35020-3B3 Line Post Insulator - C Neck 27KV WH1-MAIN 11 $ 55.00 $ 605.00 Total $ 18,855.13 rhead 40000 1.5KVA Single Bushing WH1-OLD POLE YARD 6 $ 833.00 $ 4,998.00 40001 5KVA WH1-OLD POLE YARD 2 $ 479.67 $ 959.34 40002 10KVA WH1-OLD POLE YARD 4 $ 380.00 $ 1,520.00 40003 15KVA WH1-OLD POLE YARD 6 $ 1,596.11 $ 9,576.66 40004 25KVA WH1-OLD POLE YARD 8 $ 928.00 $ 7,424.00 40006 37.5KVA WH1-OLD POLE YARD 0 $ 2,005.02 $ - 40007 50KVA WH1-OLD POLE YARD 7 $ 1,831.00 $ 12,817.00 40008 75KVA WH1-OLD POLE YARD 0 $ 2,399.00 $ - 40009 100KVA WH1-OLD POLE YARD 0 $ 900.00 $ - 40010 167KVA WH1-OLD POLE YARD 0 $ 950.00 $ - 458 40011 500KVA WH1-OLD POLE YARD 0 $ 2,900.00 $ - 40012 25KVA WH1-OLD POLE YARD 0 $ 537.00 $ - 40013 50KVA WH1-OLD POLE YARD 6 $ 826.00 $ 4,956.00 40014 100KVA WH1-OLD POLE YARD 0 $ 1,250.00 $ - 40015 167KVA WH1-OLD POLE YARD 0 $ 1,250.00 $ - 40016 25KVA WH1-OLD POLE YARD 0 $ 345.00 $ - 40017 50KVA WH1-OLD POLE YARD 3 $ 856.00 $ 2,568.00 40019 5KVA WH1-OLD POLE YARD 5 $ 432.00 $ 2,160.00 40020 10KVA WH1-OLD POLE YARD 2 $ 477.00 $ 954.00 40021 75KVA WH1-OLD POLE YARD 0 $ 1,327.00 $ - 40022 15KVA WH1-OLD POLE YARD 4 $ 940.00 $ 3,760.00 40023 25KVA WH1-OLD POLE YARD 3 $ 1,170.00 $ 3,510.00 40024 50KVA WH1-OLD POLE YARD 4 $ 426.29 $ 1,705.16 40025 1.5 KVA 14.4/24.9 120/240 WH1-OLD POLE YARD 4 $ 790.00 $ 3,160.00 40026 25KVA WH1-OLD POLE YARD 0 $ 637.00 $ - 40027 10KVA WH1-OLD POLE YARD 0 $ 441.00 $ - 40028 15KVA WH1-OLD POLE YARD 0 $ 920.00 $ - 40029 25KVA WH1-OLD POLE YARD 1 $ 345.00 $ 345.00 40030 100 KVA 2400/4160 12470/7200 277/480 WH1-OLD POLE YARD 0 $ 100.00 $ - 40031 37.5KVA 14.4/24.9 120/240 WH1-OLD POLE YARD 0 $ 1,492.00 $ - 40032 25KVA WH1-OLD POLE YARD 0 $ 800.00 $ - Total $ 60,413.16 of Transformer - Underground 40033 10KVA WH1-OLD POLE YARD 0 $ 1,400.00 $ - 40034 25KVA SS WH1-OLD POLE YARD 0 $ 2,225.00 $ - 40035 25KVA WH1-OLD POLE YARD 4 $ 4,504.41 $ 18,017.64 40036 37.5 KVA WH1-OLD POLE YARD 1 $ 2,210.69 $ 2,210.69 40037 50KVA WH1-OLD POLE YARD 2 $ 2,548.04 $ 5,096.08 40038 75KVA WH1-OLD POLE YARD 2 $ 3,235.00 $ 6,470.00 40039 100KVA WH1-OLD POLE YARD 3 $ 3,429.00 $ 10,287.00 40039.1 250KVA WH1-OLD POLE YARD 5 $ 5,869.00 $ 29,345.00 40039.2 150 KVA WH1-OLD POLE YARD 1 $ 4,363.00 $ 4,363.00 40040 10 KVA WH1-OLD POLE YARD 0 $ 1,013.00 $ - 40041 37.5 KVA WH1-OLD POLE YARD 7 $ 800.00 $ 5,600.00 40042 75KVA WH1-OLD POLE YARD 1 $ 6,460.00 $ 6,460.00 40042.1 45KVA WH1-OLD POLE YARD 1 $ 6,578.00 $ 6,578.00 40043 150KVA WH1-OLD POLE YARD 3 $ 6,891.00 $ 20,673.00 40044 225KVA WH1-OLD POLE YARD 0 $ 4,524.00 $ - 40045 300KVA WH1-OLD POLE YARD 2 $ 8,649.00 $ 17,298.00 40046 500KVA WH1-OLD POLE YARD 1 $ 14,513.00 $ 14,513.00 40047 150KVA WH1-OLD POLE YARD 1 $ 5,956.00 $ 5,956.00 40049 75KVA WH1-OLD POLE YARD 1 $ 3,980.00 $ 3,980.00 40050 300KVA SS WH1-OLD POLE YARD 0 $ 10,920.00 $ - 40051 500KVA WH1-OLD POLE YARD 1 $ 12,083.18 $ 12,083.18 40052 500KVA SS WH1-OLD POLE YARD 2 $ 13,318.00 $ 26,636.00 40052.1 1000KV WH1-OLD POLE YARD 1 $ 5,512.80 $ 5,512.80 Total $ 201,079.39 Metering 45006-1D4 Knock -out Hole Cover - 2" WH1-MAIN 35 $ 12.80 $ 448.00 45007-1D4 Knock -out Hole Cover - 4" WH1-MAIN 26 $ 16.70 $ 434.20 45008-1F3 Meter Ring WH1-MAIN 58 $ 1.35 $ 78.30 45009-4B3 Capacitor - 200 KVAR - 7.2 KV WH1-MAIN 3 $ 320.75 $ 962.25 45010-4B3 Capacitor - 100 KVAR - 7.2 KV WH1-MAIN 5 $ 441.75 $ 2,208.75 45011-5B4 CT - 200:5 CMF W/Bar WH1-MAIN 12 $ 178.23 $ 2,138.76 459 45012-5B4 CT - 200:5 CMV W/out Bar WH1-MAIN 11 $ 167.00 $ 1,837.00 45013-5B4 CT - 400:5 CMV W/out Bar WH1-MAIN 6 $ 127.00 $ 762.00 45014-5B4 CT - 400:5 CMF W/ Bar WH1-MAIN 6 $ 184.43 $ 1,106.58 45015-5C3 CT - 10:5 14.4 KV WH1-MAIN 2 $ 871.00 $ 1,742.00 45016-5C3 CT - 25:5 14.4 KV WH1-MAIN 2 $ 871.00 $ 1,742.00 45017-5C3 CT - 50:5 14.4 KV WH1-MAIN 3 $ 871.00 $ 2,613.00 45018-5B3 10 Position Test Switch - Front Connected WH1-MAIN 1 $ 104.00 $ 104.00 45019-5B3 10 Position Test Switch - Back Connected WH1-MAIN 4 $ 159.40 $ 637.60 45020-5C3 PT - 120:1 14.4 KV WH1-MAIN 3 $ 871.00 $ 2,613.00 45021-5C3 PT - 60:1 7.2 KV WH1-MAIN 0 $ 871.00 $ - 45022-5C3 CT - 25:5 14.4 KV WH1-MAIN 0 $ 871.00 $ - 45023-5C3 CT - 150:5 14.4 KV WH1-MAIN 3 $ 871.00 $ 2,613.00 45024-5C3 CT - 200:5 14.4 KV WH1-MAIN 3 $ 70.00 $ 210.00 45025-5C3 CT - 400:5 14.4 KV WH1-MAIN 3 $ 99.00 $ 297.00 45026-5C3 CT - 300:5 5 KV WH1-MAIN 3 $ 119.00 $ 357.00 45027-5C3 CT - 15:5 13.8 KV WH1-MAIN 3 $ 442.00 $ 1,326.00 Total $ 24,230.44 Splices & Sleeves 1 50001-1D2 Repair Sleeve - 4/0 WH1-MAIN 5 $ 19.00 $ 95.00 50002-1D2 Joint Steel Sleeve - Linnet WH1-MAIN 37 $ 35.00 $ 1,295.00 50003-1D2 Joint Steel Sleeve - Oriole WH1-MAIN 29 $ 44.00 $ 1,276.00 50004-1D5 Aerial Wedge Splice WH1-MAIN 20 $ 19.00 $ 380.00 50005-1H1 Transmision Compression Sleeve - 336.4 WH1-MAIN 19 $ 44.00 $ 836.00 50006-1H1 Dead End Paddle - 336.4 WH1-MAIN 36 $ 18.60 $ 669.60 50007-1H1 Dead End Paddle - 397.5 WH1-MAIN 76 $ 18.60 $ 1,413.60 50008-1H1 Repair Sleeve - 336.4 WH1-MAIN 72 $ 35.00 $ 2,520.00 50009-1H1 Compression Dead End - 336.4 WH1-MAIN 36 $ 45.00 $ 1,620.00 50010-1H3 Automatic Splice Sleeve #4 WH1-MAIN 174 $ 9.19 $ 1,599.06 50011-1H3 Automatic Splice Sleeve - #2 WH1-MAIN 160 $ 8.91 $ 1,425.60 50012-1H3 Automatic Splice Sleeve - 4/0 WH1-MAIN 19 $ 7.00 $ 133.00 50013-1H3 Automatic Splice Sleeve - 1/0 WH1-MAIN 32 $ 6.25 $ 200.00 50014-1H4 Automatic Splice Sleeve - 336.4 WH1-MAIN 15 $ 32.00 $ 480.00 50015-4A3 Heat Shrink - Large WH1-MAIN 4 $ 32.50 $ 130.00 50016-4A3 Heat Shrink - Medium WH1-MAIN 46 $ 26.00 $ 1,196.00 50017-4A3 Heat Shrink - Small WH1-MAIN 12 $ 10.85 $ 130.20 50018-4A3 Heat Shrink - CANUSA - Medium WH1-MAIN 1 $ 14.25 $ 14.25 50019-4A3 Heat Shrink - Zip Splice 75/15 WH1-MAIN 4 $ 85.40 $ 341.60 50021-4A3 Heat Shrink - 4' - 24/6 WH1-MAIN 0 $ 15.40 $ - 50022-4A3 Heat Shrink - 4' - 34/8 WH1-MAIN 0 $ 20.00 $ - Total $ 15,754.91 ME Conduit 55000-1E1 Ground Clamp - 2" WH1-MAIN 41 $ 36.05 $ 1,478.05 55001-1E1 Ground Clamp - 2 1/2" - 3 1/2" WH1-MAIN 27 $ 32.00 $ 864.00 55002-1E1 Ground Clamp - 4"-5" WH1-MAIN 28 $ 43.00 $ 1,204.00 55003-1E1 Ground Clamp - 8" WH1-MAIN 8 $ 125.00 $ 1,000.00 55006-2E2 HDPE Coupling - 4" WH1-MAIN 17 $ 40.00 $ 680.00 55007-2E2 Split Duct Coupling - 4" WH1-MAIN 49 $ 11.20 $ 548.80 55008-2C2 Split Duct Coupling - 2" WH1-MAIN 42 $ 4.00 $ 168.00 55009-2E2 PVC -Steel - Male - 6" WH1-MAIN 0 $ 6.50 $ - 55010-2D2 PVC -Steel - Female - 4" WH1-MAIN 59 $ 2.79 $ 164.61 55011-2D2 PVC -Steel - Male - 4" WH1-MAIN 29 $ 1.95 $ 56.55 55012.1-2B2 PVC -Steel - Male - 2" WH1-MAIN 30 $ 0.61 $ 18.30 55012-2B2 PVC -Steel - Female - 2" WH1-MAIN 122 $ 7.30 $ 890.60 460 55012-2B5 PVC Female Adaptor - 2" WH1-MAIN 138 $ 0.75 $ 103.50 55013-2D2 Bell End - 4" WH1-MAIN 60 $ 6.34 $ 380.40 55014-2C2 Bell End - 2" WH1-MAIN 41 $ 5.20 $ 213.20 55015-2D2 Duct Plug - 4" WH1-MAIN 42 $ 0.91 $ 38.22 55016-2C2 Duct Plug - 2" WH1-MAIN 32 $ 0.39 $ 12.48 55017-2E2 PVC Coupling - 6" WH1-MAIN 0 $ 9.95 $ - 55018-2C2 PVC Coupling - 4" WH1-MAIN 17 $ 13.10 $ 222.70 55019-2B2 PVC Coupling - 2" WH1-MAIN 15 $ 1.46 $ 21.90 55019-2B3 PVC Coupling - 2" LONG WH1-MAIN 107 $ 4.38 $ 468.66 55020-2C2 PVC End Cap - 2" WH1-MAIN 13 $ 2.30 $ 29.90 55021-2A2 Pipe Strap - 6" WH1-MAIN 106 $ 2.00 $ 212.00 55022-2A2 Pipe Strap - 4" WH1-MAIN 42 $ 1.31 $ 55.02 55023-2A2 Pipe Strap - 2" WH1-MAIN 138 $ 2.00 $ 276.00 55024.1-4A4 Nailed - 1 Hole - Pipe Strap - 2" WH1-MAIN 0 $ 16.50 $ - 55024-4A4 Nailed - 2 Hole - Pipe Strap - 2" WH1-MAIN 0 $ 16.50 $ - 55025-4A4 Insuliner Sleeve - 2" WH1-MAIN 0 $ 16.50 $ - 55027-4A4 Caplugs - 2" WH1-MAIN 0 $ 6.90 $ - 55028-4A4 PVC Glue WH1-MAIN 60 $ 14.88 $ 892.80 55029-6A3 Pulling Soap WH1-MAIN 0 $ 34.99 $ - 55030 2" - 24"R 90D Fiberglass WH1-OLD POLE YARD 1 $ 7.00 $ 7.00 55031 2" - 36"R 90D Fiberglass WH1-OLD POLE YARD 5 $ 69.00 $ 345.00 55032 4" - 36"R 90D Fiberglass WH1-OLD POLE YARD 28 $ 69.00 $ 1,932.00 55033 4" - 72"R 90D Fiberglass WH1-OLD POLE YARD 10 $ 74.06 $ 740.60 55034 4" - 24"R 45D Fiberglass WH1-OLD POLE YARD 9 $ 24.15 $ 217.35 55035 6" - 72"R 90D Fiberglass WH1-OLD POLE YARD 4 $ 150.00 $ 600.00 55036 2" - 9.5R 45D PVC WH1-OLD POLE YARD 18 $ 2.10 $ 37.80 55037 2" - 18R 45D PVC WH1-OLD POLE YARD 4 $ 2.10 $ 8.40 55038 2" - 24R 45D PVC WH1-OLD POLE YARD 15 $ 8.03 $ 120.45 55039 2" - 12R 90D PVC WH1-OLD POLE YARD 0 $ 2.90 $ - 55039.1 2" - 18R 90D PVC WH1-OLD POLE YARD 30 $ 14.82 $ 444.60 55040 2" - 24R 90D PVC WH1-OLD POLE YARD 88 $ 14.56 $ 1,281.28 55041 2" - 36R 90D PVC WH1-OLD POLE YARD 32 $ 8.86 $ 283.52 55042 2" - 48R 90D PVC WH1-OLD POLE YARD 0 $ 7.60 $ - 55043 4" - 24R 30D PVC WH1-OLD POLE YARD 0 $ 26.00 $ - 55044 4" - 18R 45D PVC WH1-OLD POLE YARD 30 $ 7.00 $ 210.00 55045 4" - 24R 45D PVC WH1-OLD POLE YARD 13 $ 20.00 $ 260.00 55046 4" - 36R 45D PVC WH1-OLD POLE YARD 30 $ 13.08 $ 392.40 55047 4" - 24R 90D PVC WH1-OLD POLE YARD 0 $ 50.00 $ - 55047.1 4" - 18R 90D PVC WH1-OLD POLE YARD 0 $ 12.24 $ - 55048 4" - 36R 90D PVC WH1-OLD POLE YARD 41 $ 14.09 $ 577.69 55049 4" - 48R 90D PVC WH1-OLD POLE YARD 4 $ 23.00 $ 92.00 55050 2" - 24R 90D Steel WH1-OLD POLE YARD 24 $ 36.00 $ 864.00 55051 2" - 48R 90D Steel WH1-OLD POLE YARD 0 $ 65.00 $ - 55052 2" - 36R 90D Steel WH1-OLD POLE YARD 4 $ 50.50 $ 202.00 55053 2" - 12R 45D Steel WH1-MAIN 0 $ 10.00 $ - 55054 4" - 24R 45D Steel WH1-OLD POLE YARD 20 $ 39.90 $ 798.00 55055 4" - 24R 90D Steel WH1-OLD POLE YARD 41 $ 309.25 $ 12,679.25 55057 4" - 48R 90D Steel WH1-OLD POLE YARD 27 $ 165.00 $ 4,455.00 55058 2"- 9.5R 90D PVC WH1-OLD POLE YARD 50 $ 4.48 $ 224.00 55059 4" - 36R 90D Steel WH1-OLD POLE YARD 29 $ 172.00 $ 4,988.00 55060 2" Steel- 10' pieces WH1-OLD POLE YARD 500 $ 7.74 $ 3,870.00 55061 4" Steel WH1-OLD POLE YARD 440 $ 20.26 $ 8,914.40 55062 6" Steel WH1-OLD POLE YARD 50 $ 45.00 $ 2,250.00 55063 2" PVC WH1-OLD POLE YARD 1260 $ 3.87 $ 4,876.20 55064 4" PVC WH1-OLD POLE YARD 1240 $ 10.13 $ 12,561.20 461 55065 6" PVC WH1-OLD POLE YARD 110 $ 3.75 $ 412.50 55066-6B2 Xtraflex Conduit WH1-MAIN 0 $ 3.02 $ - 55067 2" Corflow WH1-OLD POLE YARD 500 $ 1.83 $ 915.00 55068 4" HDPE WH1-OLD POLE YARD 180 $ 4.25 $ 765.00 Total $ 76,324.33 Misc. 60001-1F1 Pole Top Protector - 9" WH1-MAIN 28 $ 3.45 $ 96.60 60002-1F1 Pole Top Protector - 11" WH1-MAIN 23 $ 3.85 $ 88.55 60003-1F1 UG Marker WH1-MAIN 14 $ 14.25 $ 199.50 60004-1F3 Squirrel Guard WH1-MAIN 55 $ 10.90 $ 599.50 60007-7A4 Snow Pole - Yellow - 8" WH1-MAIN 0 $ 6.75 $ - 60008-6W5 Ground Rod - 5/8" X 8' WH1-MAIN 86 $ 9.75 $ 838.50 60010-6A4 Jet Line Rope WH1-MAIN 0 $ 41.00 $ - 60011-6A4 Mule Tape WH1-MAIN 0 $ 135.00 $ - 60012 Bumper Post WH1-OLD POLE YARD 55 $ 525.00 $ 28,875.00 Total $ 30,697.65 ll Lighting 65000-1F1 Photo Cell - 480V WH1-MAIN 27 $ 24.25 $ 654.75 65001-1F1 Photo Cell - 120-277V WH1-MAIN 35 $ 8.80 $ 308.00 65002-2H2 Starter Card WH1-MAIN 28 $ 29.55 $ 827.40 65003-2G2 1000W HPS Bulb WH1-MAIN 10 $ 34.90 $ 349.00 65004-2G2 400W HPS Bulb WH1-MAIN 29 $ 8.30 $ 240.70 65005-2G2 250W HPS Bulb WH1-MAIN 12 $ 8.35 $ 100.20 65006-2F2 150W HPS Bulb WH1-MAIN 10 $ 8.30 $ 83.00 65007-2F2 100W HPS Bulb WH1-MAIN 32 $ 14.34 $ 458.88 65008-2F2 50W HPS Bulb WH1-MAIN 39 $ 18.00 $ 702.00 65009-2E1 Street Light Fixture - HPS 150W WH1-MAIN 6 $ 212.00 $ 1,272.00 65010-2E1 Street Light Fixture - LED - Small WH1-MAIN 18 $ 139.77 $ 2,515.86 65011-2F1 Street Light Fixture - LED - Large WH1-MAIN 29 $ 230.68 $ 6,689.72 65012-2G1 Street Light Fixture - HPS 400W WH1-MAIN 0 $ 330.00 $ - 65013-2G1 400W Metal Halide Bulb WH1-MAIN 12 $ 564.00 $ 6,768.00 65014-2G1 Flat Fixture Glass WH1-MAIN 12 $ 34.67 $ 416.04 65015-2I1 Decorative Light Fixture - Harbor WH1-MAIN 1 $ 795.00 $ 795.00 65016-2J1 16" White Globe - 8" Neck WH1-MAIN 2 $ 109.00 $ 218.00 65018-2J1 Decorative Light - Ring Adaptor WH1-MAIN 13 $ 58.00 $ 754.00 65019-2J1 Decorative Light - Mogal Base Socket WH1-MAIN 9 $ 65.00 $ 585.00 65020-2F2 LED Corn Cob WH1-MAIN 14 $ 75.00 $ 1,050.00 Total $ 24,787.55 Preformed Ties 70001-3E4 336.4 - Top Tie - "C" Neck WH1-MAIN 0 $ 7.10 $ - 70002-3E4 336.4 - Top Tie - "J" Neck WH1-MAIN 184 $ 7.70 $ 1,416.80 70003-3E4 4/0 - Double Support - "J" Neck WH1-MAIN 79 $ 12.80 $ 1,011.20 70004-3E5 336.4 - Double Support - "J" Neck WH1-MAIN 182 $ 9.10 $ 1,656.20 70005-3E4 4/0 - Double Support - "C&F" Neck WH1-MAIN 57 $ 8.80 $ 501.60 70006-3E5 336.4 - Double Support - "C" Neck WH1-MAIN 6 $ 10.10 $ 60.60 70007-3E4 4/0 - Top Tie - "J" Neck WH1-MAIN 64 $ 8.17 $ 522.88 70008-3D4 4/0 - Top Tie - "C" Neck WH1-MAIN 107 $ 8.17 $ 874.19 70009-3D4 1/0 - Top Tie - "C" Neck WH1-MAIN 96 $ 3.66 $ 351.36 70010-3D5 336.4 - Double Support - "C&F" Neck WH1-MAIN 0 $ 10.10 $ - 70011-3D3 336.4 - Double Side Tie - "C&F" Neck WH1-MAIN 35 $ 5.33 $ 186.55 70012-3D4 #2 - Double Side Tie - "C&F" Neck WH1-MAIN 50 $ 5.33 $ 266.50 70013-3D5 1/0 - Double Support - "J" Neck WH1-MAIN 90 $ 5.60 $ 504.00 462 70014-3D5 1/0 - Double Support - "C" Neck WH1-MAIN 31 $ 11.80 $ 365.80 70015.1-3C4 #2 - Top Tie - "C" Neck WH1-MAIN 87 $ 6.75 $ 587.25 70015-3C4 #2 - Top Tie - "J" Neck WH1-MAIN 39 $ 6.75 $ 263.25 70016-3C4 1/0 - Top Tie - "F" Neck WH1-MAIN 90 $ 3.66 $ 329.40 70017-3C4 1/0 - Top Tie - "J" Neck WH1-MAIN 30 $ 3.66 $ 109.80 70018-3D4 #2 - Spool Tie WH1-MAIN 147 $ 2.51 $ 368.97 70019-3C4 1/0 - Spool Tie WH1-MAIN 100 $ 2.65 $ 265.00 70020 4/0 - Spool Tie WH1-MAIN 0 $ 3.91 $ - 70021 #2 - Single "C" Neck Tie WH1-MAIN 0 $ 5.63 $ - 70022 #2 - Double Support - "C" Neck WH1-MAIN 0 $ 10.71 $ - 70025-3D4 1/0 - Single Side Tie - "C" Neck WH1-MAIN 49 $ 4.30 $ 210.70 70027-3 #2 - Double Side Tie - "J" Neck WH1-MAIN 0 $ 4.72 $ - Total $ 9,852.05 Wire - Underground 75001 #2 220 Mil Insulated Jacketed WH1-OLD POLE YARD 7858 $ 3.50 $ 27,503.00 75002 1/0 220 Mil Insulated Jacketed WH1-OLD POLE YARD 759 $ 3.25 $ 2,466.75 75003 4/0 220 Mil Insulated Jacketed WH1-OLD POLE YARD 9299 $ 5.20 $ 48,354.80 75004 1/0 260 Mil Insulated Jacketed WH1-OLD POLE YARD 7457 $ 2.85 $ 21,252.45 75042 500 MCM USE - "Emory" WH1-OLD POLE YARD 0 $ 2.50 $ - 75043 #6 USE Duplex - "Claflin" WH1-OLD POLE YARD 676 $ 0.52 $ 351.52 75044 #2 USE Triplex - "Ramapo" WH1-OLD POLE YARD 409 $ 0.92 $ 376.28 75045 1/0 USE Triplex - "Brenau" WH1-OLD POLE YARD 1000 $ 0.83 $ 830.00 75046 2/0 USE Triplex - "Converse" WH1-OLD POLE YARD 3414 $ 1.50 $ 5,121.00 75047 4/0 USE Triplex - "Sweetbriar" WH1-OLD POLE YARD 1750 $ 5.40 $ 9,450.00 75048 350 MCM USE Triplex - "Wesleyan" WH1-OLD POLE YARD 570 $ 3.10 $ 1,767.00 75049 500 MCM USE Triplex - "Rider" WH1-OLD POLE YARD 521 $ 5.00 $ 2,605.00 75050 4/0 USE Quad - "Wakeforest" WH1-OLD POLE YARD 1300 $ 3.06 $ 3,978.00 75051 350 MCM USE Quad - "Slippery Rock" WH1-OLD POLE YARD 1000 $ 4.15 $ 4,150.00 Total $ 128,205.80 Wire - Overhead Y 75005 #2 ACSR - "Sparate" WH1-OLD POLE YARD 2500 $ 0.40 $ 1,000.00 75006 1/0 ACSR - "Raven" WH1-OLD POLE YARD 9400 $ 0.50 $ 4,700.00 75007 4/0 ACSR - "Penguin" WH1-OLD POLE YARD 6080 $ 0.78 $ 4,742.40 75008 336.4 ACSR - "Linnett" WH1-OLD POLE YARD 2330 $ 0.57 $ 1,328.10 75009 336.4 ACSR - "Oriole" WH1-OLD POLE YARD 24000 $ 1.45 $ 34,800.00 75010 #6 - "Sheperd" WH1-OLD POLE YARD 488 $ 0.49 $ 239.12 75011 #2 - "Conch" WH1-OLD POLE YARD 1705 $ 0.95 $ 1,619.75 75012 #1/0 - "Neritina" WH1-OLD POLE YARD 2707 $ 1.06 $ 2,869.42 75013 #4/0 - "Zuzara" WH1-OLD POLE YARD 502 $ 1.90 $ 953.80 75014 1/0 - "Costena" WH1-OLD POLE YARD 1200 $ 1.55 $ 1,860.00 75014.1 4/0 - "Appaloosa" WH1-OLD POLE YARD 1060 $ 1.70 $ 1,802.00 75015-6B3 #2 Solid Aluminum Tie Wire WH1-MAIN 0 $ 0.10 $ - 75016-6B3 #4 Solid Aluminum Tie Wire WH1-MAIN 0 $ 0.09 $ - 75017-6B3 #2 Solid Copper Wire WH1-MAIN 0 $ 0.25 $ - 75018-6B3 #4 Solid Copper Wire WH1-MAIN 0 $ 0.25 $ - 75019-6B3 #6 Solid Copper Wire WH1-MAIN 0 $ 0.45 $ - 75020-6B3 #8 Solid Copper Wire WH1-MAIN 0 $ 2.00 $ - 75021.1-6B3 #4 Stranded Copper Wire WH1-MAIN 1400 $ 0.58 $ 812.00 75021-6B3 #2 Stranded Copper Wire WH1-MAIN 3605 $ 0.37 $ 1,333.85 75022.1-6A3 #12 Copper Stranded - Brown WH1-MAIN 0 $ 0.12 $ - 75022-6B4 1/0 Stranded Copper Wire WH1-MAIN 3625 $ 0.55 $ 1,993.75 75032-6B4 Guy Wire-10M WH1-MAIN 1350 $ 0.33 $ 445.50 75033.1-6B4 Guy Wire-7/16" EHS Galvanized WH1-MAIN 0 $ 1.00 $ - 463 75033.2-6B4 Guy Wire-3/8" EHS Galvanized WH1-MAIN 0 $ 1.00 $ - 75033-6B4 Guy Wire-12.5 WH1-MAIN 0 $ 0.45 $ - 75034-6B4 #2 Covered Stranded Copper Wire WH1-MAIN 0 $ 1.35 $ - 75035-6B4 #4 Covered Stranded Copper Wire WH1-MAIN 0 $ 1.90 $ - 75037-6B4 1/0 Covered Stranded Copper Wire WH1-MAIN 0 $ 0.63 $ - 75038-6B4 4/0 Covered Stranded Copper Wire WH1-MAIN 302 $ 4.25 $ 1,283.50 75039-6B4 #1 Covered Solid Copper Wire WH1-MAIN 0 $ 0.25 $ - Total $ 61,783.19 Wire - CT 75023-6A3 #12 Copper Stranded - Black WH1-MAIN 0 $ 0.12 $ - 75024-6A3 #12 Copper Stranded - Blue WH1-MAIN 0 $ 0.12 $ - 75025-6A3 #12 Copper Stranded - Green WH1-MAIN 0 $ 0.12 $ - 75026-6A3 #12 Copper Stranded - Red WH1-MAIN 0 $ 0.12 $ - 75027-6A3 #12 Copper Stranded - White WH1-MAIN 0 $ 0.12 $ - 75028-6A3 #10 Copper Stranded - Black WH1-MAIN 40 $ 0.24 $ 9.60 75029-6A3 #10 Copper Stranded - Brown WH1-MAIN 40 $ 0.24 $ 9.60 75030-6A3 #10 Copper Stranded - Red WH1-MAIN 40 $ 0.24 $ 9.60 75031-6A3 #10 Copper Stranded - White WH1-MAIN 20 $ 0.24 $ 4.80 Total $ 33.60 Total $ 739,120.50 464 EXHIBIT J CONSTRUCTION WORK IN PROGRESS See items listed on "Additions" tab of spreadsheet for 15000 Electric Fund (also attached to Exhibit H) under label "Construction Work in Progress". EXHIBIT K OFFICE LEASE LEASE AGREEMENT between CITY OF SEWARD, ALASKA and HOMER ELECTRIC ASSOCIATION, Inc. Effective Date: [ ] 01313625.DOC TABLE OF CONTENTS ARTICLE 1 - LEASED PREMISES 1 ARTICLE 2 - LEASE TERM 2 ARTICLE 3 - RENTAL RATE AND OPERATIONAL EXPENSES 2 ARTICLE 4 - USE OF LEASED PREMISES 5 ARTICLE 5 - IMPROVEMENTS 5 ARTICLE 6 - RESERVED 6 ARTICLE 7 - RETURN OF LEASED PREMISES/SITE CONDITIONS 6 ARTICLE 8 - FORCE MAJEURE 6 ARTICLE 9 - LESSEE'S ACTS OF DEFAULT 6 ARTICLE 10 - REMEDIES FOR DEFAULT BY LESSEE 7 ARTICLE 11 - RESERVED 9 ARTICLE 12 - ASSIGNMENT OR SUBLEASE 9 ARTICLE 13 - LESSEE'S DUTY TO DEFEND/INDEMNIFY 9 ARTICLE 14 - CITY'S DUTY TO DEFEND/INDEMNIFY 10 ARTICLE 15 - INSURANCE 10 ARTICLE 16 - CONDEMNATION 11 ARTICLE 17 - ARBITRATION 11 ARTICLE 18 - MAINTENANCE AND REPAIRS 12 ARTICLE 19 - ENVIRONMENTAL CONCERNS 13 ARTICLE 20 - ESTOPPEL CERTIFICATES 16 ARTICLE 21 - CONDITIONS AND COVENANTS 16 ARTICLE 22 - NO WAIVER OF BREACH 16 ARTICLE 23 - TIME OF THE ESSENCE 16 ARTICLE 24 - COMPUTATION OF TIME 16 ARTICLE 25 - SUCCESSORS IN INTEREST 16 ARTICLE 26 - ENTIRE AGREEMENT 16 ARTICLE 27 - GOVERNING LAW 17 ARTICLE 28 - PARTIAL INVALIDITY 17 ARTICLE 29 - RELATIONSHIP OF PARTIES 17 ARTICLE 30 - INTERPRETATION 17 ARTICLE 31 - CAPTIONS 17 ARTICLE 32 - AMENDMENT 17 ARTICLE 33 - NOTICES 17 01313625.DOC 1 467 LEASE AGREEMENT THIS LEASE AGREEMENT (the "LEASE") is made by and between the CITY OF SEWARD (the "CITY"), a municipal corporation located in the Kenai Peninsula Borough, State of Alaska, whose mailing address is P.O. Box 167, Seward, Alaska 99664 and Homer Electric Association, Inc. (the "LESSEE"),an Alaska utility consumer services cooperative whose mailing address is 3977 Lake Street, Homer, Alaska 99603. WHEREAS, LESSEE has indicated its desire to lease office space in the existing building known as T 1S R 1W SEC 10 SEWARD MERIDIAN SW 0000001 , as shown on Plat ORIGINAL TOWNSITE OF SEWARD LOT 38 39 & 40 BLK 8, Seward Recording District, Third Judicial District, State of Alaska and commonly known as 238 Fifth Avenue, Seward, Alaska; and WHEREAS, the City Council of CITY has determined that lease of the Leased Premises (as defined below) to LESSEE for the purposes described herein would be in the public interest; and WHEREAS, it is the intent of this LEASE to transfer from CITY to LESSEE the entire burden of compliance with environmental regulations or controls with respect to LESSEE's operations on the Leased Premises and not related to any use previous to Lessee's operation of the Leased Premises . NOW THEREFORE, for and in consideration of the mutual promises and covenants hereinafter contained, the parties hereto agree as follows: ARTICLE 1 - LEASED PREMISES 1.1 Description of Leased Premises. The Leased Premises is office space located in the City of Seward, Alaska. The Leased Premises is described as follows: Approximately 1,650 square feet of furnished office space, within the existing building located at ORIGINAL TOWNSITE OF SEWARD LOT 38 39 & 40 BLK 8 , T 1S R 1W SEC 10 SEWARD MERIDIAN SW 0000001 Seward Recording District, Third Judicial District, State of Alaska (the "Leased Premises"). The Leased Premises is depicted on the attached Exhibit A, which is incorporated herein by reference. Lessee shall have exclusive use of the Leased Premises. In addition, Lessee shall have the right to non-exclusive use of those portions of the Leased Premises identified as "Common Areas" on the attached Exhibit A. 1.2 Covenant of Quiet Enjoyment; Warranty of Title. Subject to the encumbrances as of the date hereof, any reasonable restrictions imposed on the Leased Premises as part of 01313625.DOC 1 468 recording of a plat by CITY, and the provisions of this LEASE, CITY hereby covenants and warrants that LESSEE shall have the quiet enjoyment and possession of the Leased Premises for the full term of this LEASE. 1.3 LESSEE acknowledges that the 1,650 square feet figure described above is an estimate only and that any minor discrepancies or errors in such square footage are waived and shall not result in any increase or decrease in the rental rate set forth in Article 3. ARTICLE 2 - LEASE TERM Lease Term. The term of this LEASE (the "Lease Term") shall be in accordance with CITY's authorization in Resolution No. 202 - (the "Resolution"). The Lease Term shall commence on the date this LEASE is signed by CITY and that date shall be the effective date of this LEASE (the "Effective Date"). The Lease Term shall run for approximately ten years from the Effective Date, ending at midnight on [ ]. LESSEE shall have the right to extend the term of this LEASE for two additional five-year periods, provided that: a) LESSEE exercises its option to extend at least one hundred and eighty (180) days prior to the expiration of the then current lease term; b) LESSEE is not in material default under any term or provision of this LEASE; and c) LESSEE shall exercise its options to extend by sending written notice in accordance with the provisions of Article 33 of this LEASE. ARTICLE 3 - RENTAL RATE AND OPERATIONAL EXPENSES 3.1 Initial Rental Rate. Commencing on the 201 ], the annual rental rate for the Leased Premises shall be set at two dollars and twenty- seven cents per sq. ft. per month [$3,750 per month], which totals eleven thousand two hundred and fifty dollars each quarter [$11,250 per quarter]. Effective Date of this LEASE through June 30, 3.2 Rental Adjustments. The annual rental payment shall be adjusted on July 1, 2030, and on the same date every five years thereafter (each a "Rental Adjustment Date"). The adjusted annual rental payment to be paid under the terms of this Lease shall be the appraised fair market rental value (the "Fair Market Rental Value") of the Leased Premises at the highest and best use of the Leased Premises. The highest and best use of the Leased Premises shall be determined without regard to LESSEE's intended or actual use of the Leased Premises unless that use is coincidentally the highest and best use of the Leased Premises. CITY shall complete such appraisal and deliver a copy of the appraisal report to LESSEE not less than ninety (90) days before each Rental Adjustment Date. 3.3 Procedure for Rental Adjustment. To adjust the rent as of any successive Rental Adjustment Date, CITY shall, at its own expense, retain an independent State of Alaska 01313625.DOC 2 469 certified MAI appraiser (Member, Appraisal Institute), who shall determine the "Fair Market Rental Value" of the Leased Premises in accordance with this Article 3, exclusive of improvements placed thereon by LESSEE but inclusive of all improvements made by CITY (including those made before or subsequent to this LEASE). The appraiser's report shall be delivered to LESSEE not less than ninety (90) days before the Rental Adjustment Date. The appraiser's determination of Fair Market Rental Value of the Leased Premises shall constitute a final binding determination of the Fair Market Rental Value and the adjusted annual rental rate until the next Rental Adjustment Date, unless LESSEE objects to CITY's appraiser's determination of the Fair Market Rental Value. In that case, LESSEE shall give written notice to CITY of its objection within thirty (30) days of receipt of the appraiser's report, and LESSEE shall then engage an independent State of Alaska certified MAI appraiser (Member, Appraisal Institute) at LESSEE's expense to make an appraisal of the Fair Market Rental Value in accordance with this Article 3. If LESSEE's appraisal determines a Fair Market Rental Value that varies from that determined by CITY's appraisal by no more than twenty percent (20%), then the adjusted rental rate shall be the average of the rental rates determined by the two appraisals. If LESSEE's appraisal determines a Fair Market Rental Value that varies from CITY's appraisal by more than twenty percent (20%), then, unless CITY and LESSEE agree on a rate themselves, the adjusted annual rental rate of the Leased Premises shall be determined in accordance with the arbitration provisions contained in Article 19 of this LEASE. 3.4 Effect ofLate Appraisal by CITY. If, for any reason, CITY does not complete the appraisal or deliver a copy of the appraisal report to LESSEE ninety (90) days before the Rental Adjustment Date, CITY may proceed to complete the appraisal or deliver a copy of the appraisal report to LESSEE at any time thereafter. However, any such adjusted annual rental rate shall not be effective until the quarterly payment due date immediately following the date CITY delivers the appraisal report to LESSEE. 3.5 Appraisal by LESSEE. If, for any particular Rental Adjustment Date, CITY fails to obtain an appraisal of the Fair Market Rental Value or fails to deliver the appraisal report to the LESSEE by the Rental Adjustment Date, LESSEE may engage an independent State of Alaska certified MAI appraiser (Member, Appraisal Institute) at LESSEE's expense to make an appraisal under the terms of this Article 3 and submit a copy to CITY before the next quarterly rental payment due date. However, LESSEE must notify CITY in writing within thirty (30) days following the Rental Adjustment Date of LESSEE's election to obtain an appraisal. If CITY objects to LESSEE's appraiser's determination of the Fair Market Rental Value, CITY shall give written notice to LESSEE of its objection within thirty (30) days of receipt of the appraiser's report, and CITY shall then engage an independent State of Alaska certified MAI appraiser (Member, Appraisal Institute) at CITY's expense to make an appraisal of the Fair Market Rental Value as of the Rental Adjustment Date and in accordance with this Article 3. If the CITY's appraisal determines a Fair Market Rental Value that varies from that determined by LESSEE's appraisal by no more than twenty percent (20%), then the adjusted rental rate shall be the average of the rental rates determined by the two appraisals. If the CITY's appraisal determines a Fair Market Rental Value that varies from LESSEE's appraisal by more than twenty percent 01313625.DOC 3 470 (20%), then, unless CITY and LESSEE agree on a rate themselves, the adjusted annual rental rate of the Leased Premises shall be determined in accordance with the arbitration provisions contained in Article 19 of this LEASE. 3.6 Effective Date of Adjusted Rental Rate. The adjusted annual rental rate established by this Article 3 shall apply as of the Rental Adjustment Date if CITY provided a copy of the appraisal report to LESSEE no later than ninety (90) days before the Rental Adjustment Date. If the adjusted annual rental rate is based on CITY's late appraisal or late delivery of the appraisal report to LESSEE, the adjusted rental rate shall be effective beginning with the quarterly rental payment due date immediately following the date the CITY delivers the appraisal report to LESSEE. Notwithstanding the above, the exercise by either CITY or LESSEE of the objection procedure relating to rental adjustment described in this Article 3 shall not postpone LESSEE's obligation to pay rent at the rate established by CITY. LESSEE shall pay the amount of rent as established or adjusted by CITY until the question of objection to the rental rate is finally resolved. At such time the objection to the rental rate is resolved, an appropriate credit or adjustment shall be made retroactive to the date the new rental rate was established by CITY or in cases where CITY failed to obtain an appraisal or deliver the appraisal report to the LESSEE, to the Rental Adjustment Date. 3.7 Interim Rental Adjustments. For each year in the period between each Rental Adjustment Date, excepting the Rental Adjustment Dates, the annual rental payment shall be increased beginning July 1, [20 ] and on July 1 of every year thereafter (each on "Interim Rental Adjustment Date") in an amount that reflects the increase, if any, in the cost of living for the previous year as stated in the Consumer Price Index, All Urban Consumers, Anchorage, Alaska Area, All Items 1967=100 ("CPI"), as published by the United States Department of Labor, Bureau of Labor Statistics for the most recent period published immediately prior to the Interim Rental Adjustment Date. In no event shall the rent be less than the previous year. If the CPI is revised or ceases to be published, the CITY shall instead use such revised or other index as most nearly approximates the CPI for the relevant period, and make whatever adjustment in its application as may be necessary, in the CITY's sole discretion, to accomplished as nearly the same result as if the CPI had not been revised or ceased to be published. 3.8 Late Payment Charge. Rental payments not received by the due date shall bear interest until paid at a rate of 10.5% per annum, or the maximum rate permitted under Alaska law, whichever is less, plus a flat monthly late fee of $2.50, or such amount as may be established from time to time by CITY ordinance or resolution and relating to late fees for CITY leases generally. 3.9 LESSEE Expenses. LESSEE shall be in charge of its own costs for the following expenses: electric usage (separate meter to be installed by CITY), phone, internet, insurance (per Article 15 of this Agreement), and janitorial services for the Leased Premises. All other expenses for LESSEE's use (including heat, water, sewer, maintenance, repairs, janitorial services for common spaces, etc.) are to be furnished and paid for by CITY. 01313625.DOC 4 471 3.10 Payment Due Date. Rent and the LESSEE Expenses shall be payable quarterly in advance upon the Effective Date of this Lease (prorated for the balance of the current quarter) and thereafter on or before the 20th day of the month beginning each calendar quarter: January 20, April 20, July 20 and October 20. The amount of each quarterly payment shall be as initially established or later adjusted under this Article 3. ARTICLE 4 - USE OF LEASED PREMISES 4.1 Use of Leased Premises. CITY has limited office space available for lease. Use of the Leased Premises by LESSEE has been determined by the City Council of CITY to be in the public interest. LESSEE may use the Leased Premises for office space. 4.2 Obligations of LESSEE. LESSEE may use the Leased Premises only in accordance with applicable CITY zoning code provisions and provided the following conditions are met: a) The Leased Premises is to be cleaned and restored to its original condition, that is, the condition existing prior to this LEASE, subject to normal, non -abusive wear, upon termination of this LEASE. If approved by the City, LESSEE shall further be permitted to leave certain technology, electric and other improvements on the Leased Premises completed by the LESSEE during the Lease Term. Materials on the Leased Premises except as permitted in Article 19 of this LEASE. c) LESSEE shall not use the Leased Premises in any manner which would inhibit the use of adjacent tenants. d) LESSEE shall administer and direct the operation of an electric or telecommunications utility on the Leased Premises. e) LESSEE, with permission of CITY, may change, alter, dispose of, or replace office furniture provided by CITY as part of this agreement. 4.3 Adequacy of Public Facilities. CITY makes no representations or warranties as to the fitness of any particular part or the whole of CITY's public facilities for the uses intended by LESSEE, and LESSEE has inspected those facilities and has satisfied itself that the facilities are sufficient for the intended uses by LESSEE. CITY makes no representations or warranties of any nature with respect to the commercial practicability or accuracy of any information provided by CITY. 4.4 Other Uses. This LEASE shall not preclude the CITY from actively seeking other and additional tenants for space in the building other than the Leased Premises, or who might be interested in leasing the Leased Premises should this LEASE be terminated for any reason provided however that the City shall not allow another electric or telecommunications utility company as an additional tenant unless specifically approved by LESSEE. ARTICLE 5 - IMPROVEMENTS 01313625.DOC 5 472 5.1 Third -Party Improvements. At the request of LESSEE, CITY shall, from time to time, execute and deliver, or join in execution and delivery of, such documents as are appropriate, necessary, or required to impose upon the Leased Premises in accordance with the terms of this LEASE covenants, conditions, and restrictions providing for the granting of uses of the Leased Premises, or any part thereof, the establishment of party walls, the establishment of mutual and reciprocal parking rights or rights of ingress or egress, or other like matters (herein called "third -party improvements"), all of which are for the purpose of the orderly development of the Leased Premises as a commercial unit subject, however, to the conditions that: a) All such matters shall be limited to the Lease Term and shall terminate upon termination of this LEASE for whatever reason. b) Any such matters of a permanent nature extending beyond the Lease Term shall not be granted without the prior written approval of CITY. In any of the foregoing instances referred to in this Section, CITY shall be without expense therefor, and the cost and expense thereof shall be borne solely by LESSEE. c) At the expiration of the Lease Term (including any extended period) third -party improvements on the Leased Premises other than portable equipment shall become the property of CITY without the payment of any compensation to LESSEE. ARTICLE 6 - RESERVED ARTICLE 7 - RETURN OF LEASED PREMISES/SITE CONDITIONS Return of Leased Premises in Original Condition. Upon termination of this LEASE for any reason, LESSEE shall return the Leased Premises to CITY in the same condition as at the commencement this LEASE, subject to normal, non -abusive use. The Leased Premises shall be free of all Hazardous Materials and contamination arising out of or resulting from or occurring during LESSEE's operations or use of the Leased Premises during this LEASE. ARTICLE 8 - FORCE MAJEURE In the event either LESSEE or CITY is delayed from performance of any of its obligations under this LEASE due to acts of nature, acts of the enemies of the United States of America, sabotage, blockade, insurrection, riot, epidemic, pandemic, fire, flood, explosion, earthquake/tsunami, civil disturbance, or war, the time period wherein such performance is to occur shall be extended by that amount of time necessary to compensate for the delay. ARTICLE 9 - LESSEE'S ACTS OF DEFAULT Each of the following shall be a "LESSEE Act of Default" under this LEASE and the terms "acts of default" and "default" shall mean, whenever they are used in this LEASE, any one or more of the following events: 01313625.DOC 6 473 9.1 Failure by LESSEE to pay promptly when due, and in no event later than twenty (20) days from the due date thereof, the rent required to be paid under this LEASE. 9.2 Failure by LESSEE to comply with Section 4.1 of this LEASE. 9.3 Failure by LESSEE to observe, fulfill or perform any covenants, conditions, or agreements on its part to be observed or performed under this LEASE, other than payment of rent or compliance with Section 4.1, for a period of thirty (30) days after written notice specifying such failure, requesting that it be remedied, and stating that it is a notice of default, has been given to LESSEE by CITY; provided, however, that if said default is such that it cannot be corrected within the applicable period, it shall not constitute an act of default if corrective action is instituted by LESSEE within the applicable period and diligently pursued until the default is corrected. 9.4 The making by LESSEE of an assignment for the benefit of creditors, the filing of a petition in bankruptcy by LESSEE, the adjudication of LESSEE as insolvent or bankrupt, the petition or application by LESSEE to any tribunal for any receiver or any trustee for itself or for any substantial part of its property; or the commencement of any proceeding relating to LESSEE under any bankruptcy, insolvency, reorganization, arrangement, or readjustment of debt law or statute or similar law or statute of any jurisdiction, whether now or hereafter in effect which shall remain undismissed for a period of six (6) months from the date of commencement thereof. 9.5 Violation by LESSEE of any laws or regulations of the United States, or of the State of Alaska, or any conditions of any permits issued by agencies of the City of Seward, the Kenai Peninsula Borough, the State of Alaska, or of the United States Government applicable to LESSEE's use of the Leased Premises, pursuant to the regulations of such agencies, for a period of sixty (60) days after written notice specifying such violation has been given by the agency charged with the enforcement of such laws, regulations, or permits to LESSEE; provided, however, if such violation be such that it cannot be corrected within the applicable period, it shall not constitute an act of default if corrective action is instituted by LESSEE within the applicable period and diligently pursued until the violation is corrected. Furthermore, if LESSEE shall contest such alleged violation through appropriate judicial or administrative channels, the time period specified herein shall not commence until such proceedings are finally determined provided such proceedings are diligently pursued; provided, however, that any such extension of time shall not be effective if the effect of the interim administrative or judicial action is to cause a stoppage, interruption, or threat to the activities of any person or entity other than those of LESSEE. 9.6 Failure of LESSEE to maintain its operations within the Leased Premises or to keep the public rights of way clear. ARTICLE 10 - REMEDIES FOR DEFAULT BY LESSEE 01313625.DOC 7 474 Whenever an act of default by LESSEE shall have occurred, and any applicable period for giving notice and any opportunity to cure shall have expired, CITY shall have the following rights and remedies all in addition to any rights and remedies that may be given to CITY by statute, common law, or otherwise: 10.1 CITY may distrain for rent due any of LESSEE's personal property which comes into CITY's possession. This remedy shall include the right of CITY to dispose of personal property distrained in any commercially reasonable manner. It shall be conclusively presumed that compliance with the procedures set forth in the Alaska Uniform Commercial Code (AS 45.29.601-.628) with respect to sale of property shall be a commercially reasonable disposal. 10.2 CITY may re-enter the Leased Premises and take possession thereof and, except for any personal property of LESSEE which CITY has waived its right to distrain under Section 10.1 above, remove all personal property of LESSEE from the Leased Premises. Such personal property may be stored in place or may be removed and stored in a public warehouse or elsewhere at the cost of LESSEE all without service of notice or resort to legal process, all of which LESSEE expressly waives. 10.3 In addition to the above, CITY may: a) Declare this LEASE terminated; b) Collect any and all rents due or to become due from subtenants or other occupants of the Leased Premises; c) Recover from LESSEE, whether this LEASE be terminated or not, reasonable attorney's fees and all other expenses incurred by CITY by reason of the breach or default by LESSEE; d) Recover an amount to be due immediately on breach equal to the unpaid rent for the entire remaining term of this LEASE. e) Recover all damages incurred by CITY by reason of LESSEE's default or breach, including, but not limited to, the cost of recovering possession of the Leased Premises, expenses of reletting, including costs of necessary renovation and alteration of the premises, reasonable attorney's fees, and any real estate commissions actually paid. f) Remove or require the removal of any improvements constructed without CITY approval or constructed contrary to site development plans approved by CITY and recover all costs and expense incurred by CITY to remove violating improvements. 10.4 If LESSEE does not immediately surrender possession of the Leased Premises after termination by CITY and upon demand by CITY, CITY may forthwith enter into and upon and repossess the Leased Premises and expel LESSEE without being deemed guilty in any 01313625.DOC 8 475 manner of trespass and without prejudice to any remedies which might otherwise be used for arrears of rent or breach of covenant. 10.5 No expiration or termination of this LEASE shall expire or terminate any liability or obligation to perform of LESSEE's which arose prior to the termination or expiration except insofar as otherwise agreed to in this LEASE. 10.6 Each right and remedy of CITY provided for in this LEASE shall be cumulative and shall be in addition to every other right or remedy provided for in this LEASE or now or hereafter existing at law or in equity or by statute or otherwise, and the exercise or beginning of the exercise by CITY of any one or more of the rights and remedies provided for in this LEASE or now or hereafter existing at law or in equity or by statute or otherwise shall not preclude the simultaneous or later exercise by CITY of any or all other rights or remedies provided for in this LEASE or now or thereafter existing at law, or in equity or by statute or otherwise. 10.7 No delay or omission to exercise any right or power accruing following an act of default shall impair any such right or power or shall be construed to be a waiver thereof, but any such right and power may be exercised from time to time and as often as may be deemed expedient. ARTICLE 11 - RESERVED ARTICLE 12 - ASSIGNMENT OR SUBLEASE 12.1 Assignment of Lease or Subleasing. The parties recognize that this LEASE has been determined to be in the public interest by the City Council of CITY for the reasons set forth in the approving Resolution. The rights and duties created by the LEASE are personal to LESSEE and CITY has granted the LEASE in reliance upon the individual character and financial capability of LESSEE. Therefore, LESSEE shall not assign or sublease this LEASE without CITY's prior written consent, which consent shall not be unreasonably withheld. 12.2 Assignment to Affiliate. Notwithstanding Section 12.1 above, LESSEE may assign this LEASE to an affiliate of LESSEE as that term is defined by AS 10.06.990(2) or Alaska limited liability company in which LESSEE maintains a substantial membership interest; provided, however, that LESSEE's full faith and credit shall remain obligated under this LEASE as though the assignment had not taken place. ARTICLE 13 - LESSEE'S DUTY TO DEFEND/INDEMNIFY 01313625.DOC 9 476 LESSEE shall defend, indemnify, and hold harmless CITY, its officials, employees, agents, and contractors from any and all liability or claims for damages, including personal injuries, environmental damage, death and property damage arising out of or resulting from LESSEE's use of the Leased Premises or the use of the Leased Premises by LESSEE's sublessees, assignees, agents, contractors, or the public, except for damages arising from the negligence or willful acts or omissions of CITY, its officials, employees, agents, or contractors. If any action or proceeding is brought against LES SEE by reason of any such occurrence, LESSEE shall notify CITY promptly in writing of such action or proceeding. ARTICLE 14 - CITY'S DUTY TO DEFEND/INDEMNIFY CITY shall defend, indemnify and hold LESSEE harmless from any and all liability or claims for damages, including personal injuries, death, and property damage arising from the breach of the this LEASE by the City and the negligence or willful acts or omissions of CITY, its officials, employees, agents, or contractors. ARTICLE 15 — INSURANCE 15.1 Minimum Insurance Requirements. Prior to commencement of the Lease Term or LESSEE'S occupancy of the Leased Premises, LESSEE shall procure and maintain, at LESSEE's sole cost and expense, commercial renter's insurance and owned and non -owned automobile liability insurance with limits of liability of not less than ONE MILLION DOLLARS ($1,000,000) per occurrence combined single limit for bodily injury and property damage. LESSEE shall also maintain workers' compensation insurance as required under Alaska law. The minimum amounts and types of insurance provided by LESSEE shall be subject to revision at the sole discretion of CITY in accordance with standard insurance practices, in order to provide continuously throughout the term of this LEASE and any extensions hereof, a level of protection consonant with good business practice and accepted standards in the industry. Such factors as changes in the type of or extent of use of the Lease Land, increases in the cost of living, inflationary pressures, and other considerations, shall be utilized in assessing whether the minimum insurance requirements should be increased. CITY shall notify LESSEE of any required increase in insurance coverage. All insurance policies shall provide for thirty (30) days' notice of cancellation and/or material change to be sent to CITY at the address designated in ARTICLE 33 of this LEASE. All such policies shall be written by insurance companies legally authorized or licensed to do business in the State of Alaska, and acceptable to CITY (Best's Rating B+ or better). CITY shall be listed as an additional insured under all insurance policies. LESSEE shall furnish CITY, on forms approved by CITY, certificates evidencing that it has procured the insurance required herein prior to the occupancy of the Leased Premises or operation by LESSEE. Insurance policy deductibles are subject to approval by CITY. Nothing herein contained shall prevent LESSEE or CITY from placing and maintaining at CITY's or LESSEE's own individual cost and expense, additional or other insurance as may 01313625.DOC 10477 be desired. The minimum insurance requirements under this LEASE shall not act to limit LESSEE's liability for any occurrence and shall not limit LESSEE's duty to defend and indemnify CITY for claims related to this LEASE or the Leased Premises. 15.2 Subrogation Rights Waived. LESSEE agrees that its policies of insurance will include a waiver of subrogation clause or endorsement releasing CITY, its elected and appointed officials, employees and volunteers, and others working on behalf of CITY from any and all liability or responsibility to LESSEE or anyone claiming through or under LESSEE by way of subrogation or otherwise, for any loss of any kind (including damage to property caused by fire or any other casualty), even if such loss shall have been caused by the fault or negligence of the CITY, its elected or appointed officials, employees or volunteers, or others working on behalf of the CITY. This provision shall be applicable and in full force and effect with respect to loss or damage occurring during the time of LES SEE's occupancy or use (including LESSEE's occupancy or use prior to the Effective Date of this LEASE), and LES SEE's policies of insurance shall contain a clause or endorsement to the effect that such release shall not adversely affect or impair such policies or prejudice the right of LESSEE to recover thereunder except as against CITY (including its elected and appointed officials, employees and volunteers, and others working on behalf of CITY) during the time of LESSEE's occupancy or use. ARTICLE 16 - CONDEMNATION If all or any part of the Leased Premises is condemned for a public use by any government agency or other duly authorized entity, CITY and LESSEE shall each make a claim against the condemning or taking authority for the amount of any damage incurred by or done to them respectively as a result of the taking. Neither LESSEE nor CITY shall have any rights in or to any award made to the other by the condemning authority; provided, that in the event of a single award to CITY which includes specific damages for loss of LESSEE's leasehold interest, CITY shall transmit to LESSEE the amount of such specific damages so found, if any. If part but not all of the Leased Premises is condemned for public use, LESSEE shall make a good faith determination as to whether or not the taking of the part of the Leased Premises designated for condemnation will prevent it from continuing to operate on the Leased Premises. If LESSEE determines in good faith that the condemning of such part of the Leased Premises will prevent it from continuing to operate on the Leased Premises, LESSEE may notify CITY in writing to this effect, and this LEASE shall then be terminated for all purposes effective fifteen (15) days from the date LESSEE sends such notice to CITY, or at such other later date as LESSEE shall specify in its notice, and such termination shall be treated in the same manner as a termination at the expiration of the term of this LEASE. LESSEE shall, as a condition precedent to such termination, remove all encumbrances, debts, and liens to which the Leased Premises is subject. If at the time of such partial taking for public use, LESSEE determines that such partial taking will not prevent it from continuing to operate, then LESSEE and CITY shall negotiate an equitable and partial abatement of the rent beginning to be effective on the actual date when LESSEE is effectively prevented from utilizing the condemned land. ARTICLE 17 - ARBITRATION 01313625.DOC 11478 17.1 Arbitration. a) Disputes between the parties with respect to the performance of this LEASE that cannot be resolved by the parties, may be submitted to an independent arbitrator for a settlement pursuant to the provisions of the Alaska Uniform Arbitration Act (AS 09.43.300 et. seq.), as it now exists or may hereafter be amended from time to time, and judgment on the award may be entered in any Superior Court in the State of Alaska. Either party may submit to the other party a request for arbitration and the party receiving a request shall have twenty (20) days to consent, in writing, to the use of arbitration to resolve the dispute. Failure of either party to consent will preclude the use of arbitration for that dispute. The costs and expenses of arbitration shall be shared equally by the parties, and each party shall bear its own attorney's fees and costs. b) Arbitration procedures shall be applicable only to contract, negligence, and similar claims arising from or related to this LEASE, and shall not be used to resolve or determine any claim based upon fraud, intentional misrepresentation, nor any claim based on conduct that is a felony crime in the State of Alaska. c) Arbitration of any dispute or claim shall be determined by a single arbitrator selected from a list of not less than five (5) arbitrators obtained from the presiding Superior Court Judge or other appropriate judicial officer in Anchorage, Alaska. The arbitrator shall be a person who (a) has not less than five (5) years legal experience in the State of Alaska prior to appointment; and (b) such legal experience includes substantial experience with long-term commercial real property transactions. Each party shall be provided with a copy of the list and shall be afforded a maximum of ten (10) working days to become familiar with the qualifications of the prospective arbitrators. The arbitrator shall be selected by each party, commencing with the party demanding the arbitration, striking one name from the list until only a single name remains. d) Arbitration hearings shall be conducted in Anchorage, Alaska or such other location as the parties may agree. Each party shall produce at the request of the other party, at least thirty (30) days in advance of such hearing, (i) the names, addresses, phone numbers, and email addresses for all witnesses who may testify at the hearing; and (ii) all documents to be submitted at the hearing and such other documents as are relevant to the issues or likely to lead to relevant information. e) In deciding the claim or dispute, the arbitrator shall follow applicable Alaska law, and the written decision shall be supported by substantial evidence in the record. Failure to apply Alaska law, or entry of a decision that is not based on substantial evidence in the record, shall be additional grounds for modifying or vacating an arbitration decision. ARTICLE 18 - MAINTENANCE AND REPAIRS 01313625.DOC 12 479 18.1 Normal Maintenance. During the entire term of this LEASE and every extension hereof, if any, LESSEE shall, at LESSEE's sole cost, risk and expense, maintain the Leased Premises, including any improvements placed thereon by LESSEE, in as good condition as received or constructed by LESSEE, subject to normal, non -abusive use. 18.2 Repairs and Preventative Maintenance. During the entire term of this LEASE and every extension hereof, if any, CITY shall, maintain portions of the Premises not Leased by LESSEE, provide janitorial services for common spaces, conduct repairs including any and all required for Lessee's continued and safe use of the Leased Premises as office space, and upgrade the facilities as needed. Such services are included in any rent paid by LES SEE. 18.3 Regulatory Requirements for personnel not employed by LESSEE. All personnel not employed by the LESSEE shall meet all United States & State of Alaska regulatory requirements for unescorted access in a defined critical infrastructure security (CIP) location. ARTICLE 19 - ENVIRONMENTAL CONCERNS 19.1 Hazardous Materials. a) Release of CITY. Any other provision of this LEASE to the contrary notwithstanding, LESSEE releases CITY from any and all claims, demands, penalties, fines, judgments, liabilities, settlements, damages, costs, or expenses (including, without limitation, attorney's fees, court costs, litigation expenses, and consultant and expert fees) arising prior to, during, and after the term of this LEASE, and resulting from the use, keeping, storage, or disposal of Hazardous Material on the Leased Premises by LESSEE or its predecessors in interest, or arising out of or resulting from LESSEE's operations at the Leased Premises or the operations of its predecessors in interest at the Leased Premises except for those claims arising out of CITY's sole negligence or intentional misconduct. This release includes, without limitation, any and all costs incurred due to any investigation of the Leased Premises or any cleanup, removal, or restoration mandated by a federal, state, or local agency or political subdivision or by law or regulation. b) Use of Hazardous Materials on the Site. i) LESSEE shall not cause or permit any Hazardous Material to be brought upon, kept, or used in or about the Leased Premises except for such Hazardous Material as is necessary to conduct LESSEE's authorized use of the Leased Premises. ii) Any Hazardous Material permitted on the Leased Premises as provided in this paragraph, and all containers therefor, shall be used, kept, stored, and 01313625.DOC 13 480 disposed of in a manner that complies with all Environmental Laws or other laws or regulations applicable to such Hazardous Material. iii) LESSEE shall not discharge, leak, or emit, or permit to be discharged, leaked, or emitted, any material into the atmosphere, ground, ground water, sewer system, or any body of water, if such material (as reasonably determined by the City, or any governmental authority) does or may, pollute or contaminate the same, or may adversely affect the (a) health, welfare, or safety of persons, whether located on the Leased Premises or elsewhere; or (b) condition, use, or enjoyment of the Leased Premises or any other area or personal property. iv) LESSEE hereby agrees that it shall be fully liable for all costs and expenses related to the use, storage, and disposal of Hazardous Material kept or brought on the Leased Premises by LESSEE, its authorized representatives and invitees, and LESSEE shall give immediate notice to CITY of any violation or potential violation of the provisions of this subparagraph. c) Indemnification of CITY. Any other provision of this LEASE to the contrary notwithstanding, LESSEE shall defend, indemnify, and hold CITY harmless from and against any claims, demands, penalties, fines, judgments, liabilities, settlements, damages, costs, or expenses (including, without limitation, attorney, consultant and expert fees, court costs, and litigation expenses) of whatever kind or nature, known or unknown, contingent or otherwise, arising out of or in any way related to: i) The presence, disposal, release, or threatened release of any such Hazardous Material which is on or from the Leased Premises, soil, water, ground water, vegetation, buildings, personal property, persons, animals, or otherwise; ii) Any personal injury (including wrongful death) or property damage (real or personal) arising out of or related to such Hazardous Material or any use of the Leased Premises; iii) Any lawsuit brought or threatened, settlement reached, or government order relating to such Hazardous Material or any use of the Leased Premises; and/or iv) Any violation of any laws applicable thereto; provided, however, that this Section 19.1(c) shall apply only if the acts giving rise to the claims, demands, penalties, fines, judgments, liabilities, settlements, damages, costs, or expenses (1) occur during the term of this LEASE; and (2) arise, from the use of, operations on, or activities on the Leased Premises by LESSEE or LESSEE's predecessors in interest, employees, agents, invitees, contractors, subcontractors, authorized representatives, subtenants,. The provisions of this subparagraph shall be in addition to any other obligations 01313625.DOC 14481 and liabilities LESSEE may have to CITY at law or equity and shall survive the transactions contemplated herein and shall survive the termination of this LEASE. d) Operator. For all purposes, LESSEE shall be deemed the operator of any facility on the Leased Premises. e) Hazardous Material Defined. As used in this LEASE, Hazardous Material is any substance which is toxic, ignitable, reactive, or corrosive or which is regulated by any Environmental Law. Hazardous Material includes any and all material or substances which are defined as industrial waste, hazardous waste, extremely hazardous waste, or a hazardous substance under any Environmental Law. Notwithstanding any statutory petroleum exclusion, for the purposes of this LEASE, the term Hazardous Material includes, without limitation, petroleum, including crude oil or any fraction thereof, petroleum soaked absorbent material, and other petroleum wastes. f) Environmental Law Defined. As used in this LEASE, Environmental Laws include any and all local, state, and federal ordinances, statutes, and regulations, as now in force or as may be amended from time to time, relating to the protection of human health and the environment, as well as any judgments, orders, injunctions, awards, decrees, covenants, conditions, or other restrictions or standards relating to same. Environmental Laws include, by way of example and not as a limitation of the generality of the foregoing, Alaska Statutes Title 46, the Resource Conservation and Recovery Act of 1976, the Comprehensive Environmental Response, Compensation and Liability Act of 1980, the Clean Water Act, and the Superfund Amendments and Reauthorization Act of 1986. 19.2 Permits and Reporting. a) Permits Required by Other Governmental Agencies. LESSEE shall obtain all permits or approvals required by any applicable law or regulation. Copies of all such permits shall be provided to CITY prior to LESSEE the commencement of the term of this Lease. LESSEE shall promptly make all reports to any federal, state, or local government or agency required by any permit or Environmental Law, including reports of any spill or discharge of Hazardous Material. The CITY, through the City Manager, may order LESSEE to immediately cease any operations or activities on the Leased Premises if the same is being carried out without necessary permits, in violation of the terms of any permit or Environmental Law, or contrary to this LEASE. b) Correspondence With and Reports to Environmental Agencies. LESSEE shall immediately (the same or the next business day) provide CITY with copies of all correspondence and notice, including copies of all reports between LESSEE and any state, federal, or local government or agency regulating Hazardous Material which relates to LESSEE's operations on or use of the Leased Premises. 01313625.DOC 15 482 ARTICLE 20 - ESTOPPEL CERTIFICATES Either party shall at any time and from time to time upon not less than ten business (10) days' prior written request by the other party, execute, acknowledge, and deliver to such party, or to its designee, a statement in writing certifying that this LEASE is unamended and in full force and effect (or, if there has been any amendment thereof, that the same is in full force and effect as amended and stating the amendment or amendments), that there are no defaults existing (or, if there is any claimed default, stating the nature and extent thereof), and stating the dates to which the rent and other charges have been paid in advance. ARTICLE 21 - CONDITIONS AND COVENANTS All the provisions of this LEASE shall be construed to be "conditions" as well as "covenants," as though the words specifically expressing or imparting covenants and conditions were used in each separate provision. ARTICLE 22 - NO WAIVER OF BREACH No failure by either CITY or LESSEE to insist upon the strict performance by the other of any term, covenant, or condition of this LEASE or to exercise any right or remedy consequent upon a breach thereof, shall constitute a waiver of any such breach or of such terms, covenants, or conditions. No waiver of any breach shall affect or alter this LEASE, but each and every term, covenant, and condition of this LEASE shall continue in full force and effect with respect to any other then existing or subsequent breach. ARTICLE 23 - TIME OF THE ESSENCE Time is of the essence of this LEASE and of each provision. ARTICLE 24 - COMPUTATION OF TIME The time in which any act provided by this LEASE is to be done by shall be computed by excluding the first day and including the last, unless the last day is a Saturday, Sunday, or a holiday, and then it is also excluded. ARTICLE 25 - SUCCESSORS IN INTEREST Each and all of the terms, covenants, and conditions in this LEASE shall inure to the benefit of and shall be binding upon the successors in interest of CITY and LESSEE. ARTICLE 26 - ENTIRE AGREEMENT This LEASE contains the entire agreement of the parties with respect to the matters covered by this LEASE, and no other agreement, statement, or promise made by any party which is not contained in this LEASE shall be binding or valid. 01313625.DOC 16483 ARTICLE 27 - GOVERNING LAW This LEASE shall be governed by, construed, and enforced in accordance with the laws of the State of Alaska. The terms of this LEASE are subject in all respects to the Charter and Code of Ordinances of CITY in effect on the date of this LEASE, and as they may be hereafter amended, including, without limitation, Chapter 7.05 of the Seward City Code. ARTICLE 28 - PARTIAL INVALIDITY If any provision of this LEASE is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remainder of the provisions shall remain in full force and effect and shall in no way be affected, impaired, or invalidated. ARTICLE 29 - RELATIONSHIP OF PARTIES Nothing contained in this LEASE shall be deemed or construed by the parties or by any third person to create the relationship of principal and agent or of partnership or of joint venture or of any association between CITY and LESSEE; and neither the method of computation of rent, nor any other provisions contained in this LEASE, nor any acts of the parties, shall be deemed to create any relationship between CITY and LESSEE other than the relationship of lessee and lessor. ARTICLE 30 - INTERPRETATION The language in all parts of this LEASE shall in all cases be simply construed according to its fair meaning and not for or against CITY or LESSEE as both CITY and LESSEE have had the opportunity to seek assistance of counsel in drafting and reviewing this LEASE. ARTICLE 31 - CAPTIONS Captions of the articles, paragraphs, and subparagraphs of this LEASE are for convenience and reference only, and the words contained therein shall in no way be held to explain, modify, amplify, or aid in the interpretation, construction, or meaning of the provisions of this LEASE. ARTICLE 32 - AMENDMENT This LEASE is not subject to amendment except in writing executed by both parties hereto. ARTICLE 33 - NOTICES All notices, demands, or requests from one party to another shall be delivered in person or be sent by mail, certified or registered, postage prepaid, to the addresses stated in this Article and to such other persons and addresses as either party may designate. Notice by mail shall be deemed to have been given at the time of mailing. 01313625.DOC 17 484 All notices, demands, and requests from LESSEE to CITY shall be given to CITY at the following address: City Manager CITY OF SEWARD PO Box 167 Seward, Alaska 99664 All notices, demands or requests from CITY to LESSEE shall be given to LESSEE at the following address: Homer Electric Association, Inc. 3977 Lake Street Homer, Alaska 99603 Each party shall have the right, from time to time, to designate a different address by notice given in conformity with this Article. IN WITNESS WHEREOF, the parties hereto have set their hands and seals the dates herein set forth. CITY: LESSEE: City Manager CITY OF SEWARD Date: Date: ATTEST: City Clerk STATE OF ALASKA THIRD JUDICIAL DISTRICT ) ss. ) 01313625.DOC 18 485 The foregoing instrument was acknowledged before me this day of , 2023, by who executed the foregoing document on behalf of as of the company. Notary Public in and for Alaska My Commission Expires: 01313625.DOC 19 486 EXHIBIT L SUBDIVISION OF REAL PROPERTY See attached drawing depicting the proposed boundary of that portion of Lot 6A-2 Fort Raymond Subdivision, Replat No. 3, Plat No. 2012-12, Seward Recording District, Third Judicial District State of Alaska to be conveyed to Buyer at Closing, and the proposed boundary of the Yard Lease Site ("Leased Parcel"). Final dimensions of both parcels subject to completion, submission and approval of preliminary and final plats. 487 Conveyed Parcel Area 2 62 ac Perimeter: 1,190.49 ft 488 Homer Electric Association, Inc. Corporate Office 3977 Lake Street Homer, Alaska 99603-7680 Phone (907) 235-8551 FAX (907) 235-3313 Central Peninsula Service Center 280 Airport Way Kenai, Alaska 99611-5280 Phone (907) 283-5831 FAX (907) 283-7122 RESOLUTION XX.2023.XX PROPOSING AMENDMENTS TO THE BYLAWS TO CREATE A FOURTH VOTING DISTRICT FOLLOWING HEA' S ACQUISITION OF THE CITY OF SEWARD' S ELECTRIC SYSTEM WHEREAS, HEA and the City of Seward ("Seward") have entered into an Asset Purchase Agreement ("APA") for HEA's acquisition of the Seward Electric System that will be put before Seward voters in a special election scheduled for May 2, 2023; and WHEREAS, if the referendum on the sale of Seward's Electric System is successful, and the parties satisfy those conditions of closing set forth in the APA, HEA will acquire the Seward Electric System; and WHEREAS, the HEA Board of Directors has determined that Seward, based on its number of meters and geographic location, should be represented proportionate to its existing service area by one Director. NOW, THEREFORE; BE IT RESOLVED, that the Board of Directors of Homer Electric Association hereby directs that the attached amendment to the bylaws be submitted to the membership for a vote no later than the earlier of (i) the first regular election held after the acquisition closes; or (ii) one hundred twenty (120) days after the Closing Date as defined in the APA. CERTIFICATION I, Jim Duffield, do hereby certify that I am the Secretary of Homer Electric Association, Inc., and that the foregoing resolution was adopted at a regular meeting of the Board of Directors, held on XXXXX XX, 2023, at which meeting a quorum was present. Jim Duffield, Secretary 01307486. DOCX 489 RESOLUTION XX.2023.XX, Proposing an Amendment to the Bylaws to Create a Fourth Election District Following HEA's Acquisition of the City of Seward's Electric System Page 2 of 2 Articles IV and XIII of the Bylaws are proposed to the Membership to be amended as follows: ARTICLE IV Directors Section 1. General Powers The business and affairs of the Cooperative shall be managed by a board of nine ten Directors which shall exercise all of the powers of the Cooperative except such as are by law, the Articles of Incorporation or these Bylaws, conferred upon or reserved to the members. Section 2. Election and Tenure of Office One Director from each voting district shall be elected each year by a plurality of the votes cast by the members receiving service in the voting district, for a three-year term, or until the Director's successor has been duly elected and shall have qualified as Director. The Director representing the fourth voting district representing Seward shall be elected every three years. No director shall serve more than three full terms consecutively. ARTICLE XIII Election Districts For the purpose of the election of Directors, the area served by the Cooperative shall be divided into four (4) three (3) voting districts. The three voting districts in existence on January 1, 2023, contain containing substantially the same number of meters for electric service and are so configured as to allow for relative simplicity in the administration of any election. An additional election district consisting of the legacy Seward Electric System service area contains roughly one third the number of meters the Cooperative's other three voting districts contain, and thus will be proportionately represented by one Director. On or before each third anniversary from July 1998 the Board shall fix the boundaries of each district. 01307486. DOCX 490 EXHIBIT N YARD LEASE LEASE AGREEMENT between CITY OF SEWARD, ALASKA and HOMER ELECTRIC ASSOCIATION, INC. 01315075.DOC Effective Date: [ ] 01315075.DOC TABLE OF CONTENTS LEASE AGREEMENT 1 ARTICLE 1 - LEASED LAND 1 ARTICLE 2 - LEASE TERM 2 ARTICLE 3 - RENTAL RATE 3 ARTICLE 4 - USE OF LEASED LAND 3 ARTICLE 5 - UTILITIES AND RIGHTS OF ACCESS 4 ARTICLE 6 - CONSTRUCTION BY LESSEE 4 ARTICLE 7 - RETURN OF LEASED LAND/SITE CONDITIONS 6 ARTICLE 8 - FORCE MAJEURE 6 ARTICLE 9 - LESSEE'S ACTS OF DEFAULT 6 ARTICLE 10 - REMEDIES FOR DEFAULT BY LESSEE 7 ARTICLE 11 - TITLE TO IMPROVEMENTS INSTALLED BY LESSEE 8 ARTICLE 12 - ASSIGNMENT OR SUBLEASE 9 ARTICLE 13 - LESSEE'S DUTY TO DEFEND/INDEMNIFY 10 ARTICLE 14 - CITY'S DUTY TO DEFEND/INDEMNIFY 10 ARTICLE 15 - INSURANCE 10 ARTICLE 16 - CONDEMNATION 11 ARTICLE 17 - ARBITRATION 12 ARTICLE 18 - MAINTENANCE AND REPAIRS 13 ARTICLE 19 - ENVIRONMENTAL CONCERNS 13 ARTICLE 20 - ESTOPPEL CERTIFICATES 16 ARTICLE 21 - CONDITIONS AND COVENANTS 16 ARTICLE 22 - NO WAIVER OF BREACH 16 ARTICLE 23 - TIME OF THE ESSENCE 17 ARTICLE 24 - COMPUTATION OF TIME 17 ARTICLE 25 - SUCCESSORS IN INTEREST 17 ARTICLE 26 - ENTIRE AGREEMENT 17 ARTICLE 27 - GOVERNING LAW 17 ARTICLE 28 - PARTIAL INVALIDITY 17 ARTICLE 29 - RELATIONSHIP OF PARTIES 17 ARTICLE 30 - INTERPRETATION 17 ARTICLE 31 - CAPTIONS 18 ARTICLE 32 - AMENDMENT 18 ARTICLE 33 - NOTICES 18 01315075.DOC 1 493 LEASE AGREEMENT THIS LEASE AGREEMENT (the "LEASE") is made by and between the CITY OF SEWARD (the "CITY"), a municipal corporation located in the Kenai Peninsula Borough, State of Alaska, whose mailing address is P.O. Box 167, Seward, Alaska 99664 and Homer Electric Association, Inc. (the "LESSEE"), an Alaska utility consumer services cooperative, whose mailing address is 3977 Lake Street, Homer, Alaska 99603. WHEREAS, LESSEE has indicated its desire to lease a portion of Lot 6A-2 Fort Raymond Subdivision, ReplatNo. 3, Plat No. 2012-12, Seward Recording District, Third Judicial District State of Alaska as depicted on Exhibit A attached hereto consisting of approximately 2 acres, more or less (final dimensions subject to completion, submission and approval of preliminary and final plats); and WHEREAS, the City Council of CITY has determined that lease of the Leased Land (as defined below) to LESSEE for the purposes described herein would be in the public interest; and NOW THEREFORE, for and in consideration of the mutual promises and covenants hereinafter contained, the parties hereto agree as follows: ARTICLE 1 - LEASED LAND 1.1 Description of Leased Land. The Leased Land is located in the City of Seward, Alaska. The Leased Land is described as follows: A portion of Lot 6A-2 Fort Raymond Subdivision, Replat No. 3, Plat No. 2012-12, Seward Recording District, Third Judicial District State of Alaska as depicted on Exhibit A attached hereto consisting of approximately 2 acres, more or less (the "Leased Land"). The Leased Land is also depicted on the attached Exhibit A, which is incorporated herein by reference. 1.2 Covenant of Quiet Enjoyment; Warranty of Title. Subject to the encumbrances of record as of the date hereof, any reasonable restrictions imposed on the Leased Land as part of recording of a plat by CITY, and the provisions of this LEASE, CITY hereby covenants and warrants that LESSEE shall have the quiet enjoyment and possession of the Leased Land for the full term of this LEASE. 1.3 Permits. LESSEE, at its sole cost, shall obtain all permits necessary for the construction and operation of its facilities on the Leased Land. CITY may from time to time, upon request of LESSEE, execute such documents, petitions, applications, and authorizations as may be necessary, as the underlying fee owner, to file with an agency or public body responsible therefor an application for conditional use permits, zoning and re -zoning, tentative and final tract approval, or precise plan approval that may be required for the lawful construction and operation of the facilities of LESSEE permitted on the Leased Land by the terms of this LEASE. If the agency or public body responsible to approve or grant such application or 01315075.DOC 1 494 permit request is a City of Seward agency, department, or board, LESSEE shall follow all City of Seward procedures, the same as any other applicant making similar requests of the City of Seward, according to the Charter, ordinances, resolutions, or any regulation, rules, or procedures of the City of Seward. 1.4 Development of Leased Land. LESSEE shall use the Leased Land for, among other purposes, the construction, installation and operation of plant, facilities and equipment, including a possible battery energy storage system, that will support provision of electric service to the City of Seward's dock, cruise ships or other harbor or electric service operating needs through the term of the lease. LESSEE understands that operation of its electric utility business is a major consideration for the CITY's agreement to lease the Leased Land to LESSEE. LESSEE shall not operate any other unrelated business on the Leased Land without the consent of the CITY. ARTICLE 2 - LEASE TERM 2.1 Lease Term. The term of this LEASE (the "Lease Term") shall be in accordance with CITY's authorization in Resolution No. 202 [ ]- (the "Resolution"). The Lease Term shall commence on the date of Closing as defined in that certain Asset Purchase Agreement between CITY and LESSEE and that date shall be the effective date of this LEASE (the "Effective Date"). The Lease Term shall run for twenty (20) years from the Effective Date, ending at midnight on [ ] ("the Initial Term"). LESSEE shall have the right to extend the term of this LEASE for two (2) additional five (5) year periods, provided that: a) LESSEE exercises its option to extend at least one hundred and eighty (180) days prior to the expiration of the then current lease term; b) LESSEE is not in material default under any term or provision of this LEASE; and c) LESSEE shall exercise its options to extend by sending written notice in accordance with the provisions of Article 33 of this LEASE. 2.2 Option to Purchase.. In consideration of payment to CITY of one -hundred dollars ($100.00), at the time of exercise of the option, LESSEE shall have the option to purchase the Leased Land for fair market value of the Leased Land without improvements (as established by an appraisal obtained either by CITY or LESSEE after LESSEE exercises the Option) upon expiration of the initial or any of the extended terms of this LEASE ("Option to Purchase") provided that: a) LESSEE exercises its option to purchase at least one hundred and eighty (180) days prior to the expiration of the then current lease term; b) LESSEE is not in default under any term or provision of this LEASE; and c) LESSEE shall exercise its option to purchase by sending written notice in accordance with the provisions of Article 33 of this LEASE. d) Rent paid throughout the term of this LEASE will not be applied to the fair market value purchase price. 01315075.DOC 2 495 ARTICLE 3 - RENTAL RATE 3.1 Rental Rate. Commencing on the Effective Date of this LEASE through the fifteenth anniversary of the Initial Term, the annual rental rate for the Leased Land shall be set at eight percent (8%) of LESSEE's gross revenues derived from the sale of electric power delivered by LESSEE to Cruise Ships docked at docks located within the City of Seward and owned or operated by the Alaska Railroad Corporation. Rent shall be payable annually based on revenues recorded by LESSEE in the previous twelve calendar months with the first payment being made no later than thirty (30) days from the first anniversary of the Effective Date of this Lease. Subsequent annual payments shall be made no later than thirty (30) days from succeeding anniversaries of the Effective Date of this Lease. 3.2 Supporting Documentation. Copies of LESSEE's bills for electricity delivered to Cruise Ships for the period covered by the rental payment shall be submitted with each payment of rent. 3.3 Cruise Ship. For purposes of this LEASE, "Cruise Ship" means "commercial passenger vessel" as defined by AS 43.52.295 as of the Effective Date of this LEASE. 3.4 Rental Adjustments. During any extended term, the annual rental payment shall be adjusted up or down to fair market rental value of the Leased Land (without improvements) as established by an appraisal obtained either by CITY or LESSEE after LESSEE exercises its option to extend. 3.5 Late Payment Charge. Rental payments not received by the due date shall bear interest until paid at a rate of 10.5% per annum, or the maximum rate permitted under Alaska law, whichever is less, plus a flat monthly late fee of $2.50, or such amount as may be established from time to time by CITY ordinance or resolution and relating to late fees for CITY leases generally. ARTICLE 4 - USE OF LEASED LAND 4.1 Use of Leased Land. CITY has limited land available for lease. Use of the Leased Land by LESSEE has been determined by the City Council of CITY to be in the public interest. LESSEE may use the Leased Land for electric utility purposes. 4.2 Obligations of LESSEE. LESSEE may use the Leased Land only in accordance with applicable CITY zoning code provisions and provided the following conditions are met: a) The Leased Land is to be cleaned and restored to its original condition, that is, the condition existing prior to this LEASE upon termination of this LEASE, subject to 01315075.DOC 3 496 normal non abusive use and further provisions of this Lease regarding Lessee's improvements. b) LESSEE agrees to prohibit the use, keeping, storage, or disposal of Hazardous Materials on the Leased Land except as permitted in Article 19 of this LEASE. c) LESSEE shall not use the Leased Land in any manner or construct any facilities thereon which would interfere with the use of adjacent or other lands. 4.3 Payment of Utilities. LESSEE will pay for utilities related to operations on the Leased Land. ARTICLE 5 - UTILITIES AND PERMITS 5.1 Utilities. LESSEE, at LESSEE's sole cost and expense, shall provide for the extension of public utilities to the Leased Land sufficient for LESSEE's intended operations. In so doing, LESSEE shall comply with all CITY regulations and requirements, and the tariffs of the affected utilities, with respect to the construction of those utilities. However, this does not preclude LESSEE from seeking contributions for extension of utilities from existing or future users. 5.2 Permits. LESSEE shall not be entitled to any refund, rebate, or payments from CITY for any rent, investment, or costs incurred by LESSEE with respect to any required permits for construction or operation of LES SEE's facilities on the Leased Land, it being the intent of the parties that the risk of obtaining required permits be solely a risk undertaken by LES SEE. ARTICLE 6 - CONSTRUCTION BY LESSEE 6.1 Improvements on Leased Land. LESSEE shall have the right to erect, maintain, alter, remodel, reconstruct, rebuild, build, and/or replace buildings and other improvements on the Leased Land, subject to the following conditions: a) The cost of any construction, reconstruction, demolition, or of any changes, alterations, or improvements, shall be borne and paid for by LESSEE. b) The Leased Land shall at all times be kept free of mechanic's and materialmen's liens. 01315075.DOC 4 497 c) LESSEE shall provide CITY with a copy of all building plans and specifications and a site development plan or plans for the Leased Land prior to commencement of construction. d) LESSEE is solely responsible for resurveying and locating improvements on the Leased Land in such manner not to violate building setback requirements or encroach into rights -of -ways or easements. On completion of any improvements, LESSEE shall provide CITY a copy of an as -built survey depicting the improvements as completed on the Leased Land. e) Any general contractor employed by LESSEE shall be appropriately bonded by use of performance and labor and material payment bonds in the customary form when cost of the work is equal to or exceeds FIFTY THOUSAND DOLLARS ($50,000). Copies of all such bonds shall be furnished to CITY prior to commencement of construction. If the cost of the work is less than FIFTY THOUSAND DOLLARS ($50,000), LESSEE shall provide CITY, if no performance and labor and material bonds are provided by LESSEE, any necessary assurances or guarantees that the contemplated work will be performed by the general contractor or by LESSEE. In the event that LESSEE elects to construct the facility with its own personnel and equipment, or the personnel and equipment of any corporation or person that is an "affiliate" of LESSEE as such term is defined in AS 10.06.990(2) or Alaska limited liability company in which LESSEE maintains a substantial membership interest, a performance bond shall be required when the cost of the work is equal to or exceeds FIFTY THOUSAND DOLLARS ($50,000). f) g) CITY may, as contemplated by Alaska Statutes, give notice of non -responsibility for any improvements constructed or effected by LESSEE on the Leased Land. LESSEE shall comply with all federal, state, and local statutes and regulations with respect to such construction, including, but not limited to, all applicable building, mechanical, and fire codes. 6.2 City Review of Construction. CITY shall have the right to review initial plans, including those supplied to CITY under Section 6.1 hereof, and any future changes or additions to LESSEE's facilities on the Leased Land, by reviewing the design thereof prior to the commencement of construction. CITY shall have the right to comment upon that design and to require LESSEE to make reasonable changes so as to avoid interference with public operations, but the exercise of these rights shall not imply any obligation to do so nor any obligation to do so in a particular way. CITY's representatives may monitor the work and shall have access to the site at all reasonable times. LESSEE shall be solely responsible for completing all improvements according to LESSEE's plans and specifications and shall bear all risk, responsibility, and liability for properly surveying the Leased Land before construction and to place all improvements on the Leased Land without encroaching upon any land, easements, rights -of -way, or setback requirements. 01315075.DOC 5 498 ARTICLE 7 - RETURN OF LEASED LAND/SITE CONDITIONS Subject to the provisions of Article 11.1 herein, upon termination of this LEASE for any reason other than the exercise by LESSEE of its Option to Purchase, LESSEE shall return the Leased Land to CITY in the same condition as at the commencement this LEASE, subject to normal, non -abusive use. The Leased Land shall be free of all Hazardous Materials and contamination resulting from or occurring during LESSEE's operations or use of the Leased Land during this LEASE or shall be in compliance with all Environmental Laws or other laws or regulations applicable to such Hazardous Materials. ARTICLE 8 - FORCE MAJEURE In the event either LESSEE or CITY is delayed from performance of any of its obligations under this LEASE due to acts of nature, acts of the enemies of the United States of America, sabotage, blockade, insurrection, riot, epidemic, pandemic, fire, flood, explosion, earthquake/tsunami, civil disturbance, or war, the time period wherein such performance is to occur shall be extended by that amount of time necessary to compensate for the delay. ARTICLE 9 — LESSEE'S ACTS OF DEFAULT Each of the following shall be a "LESSEE Act of Default" under this LEASE and the terms "acts of default" and "default" shall mean, whenever they are used in this LEASE, any one or more of the following events: 9.1 Failure by LESSEE to pay promptly when due, and in no event later than twenty (20) days from the due date thereof, the rent required to be paid under this LEASE. 9.2 Failure by LESSEE to comply with Section 4.1 of this LEASE. 9.3 Failure by LESSEE to observe, fulfill or perform any covenants, conditions, or agreements on its part to be observed or performed under this LEASE, other than payment of rent or compliance with Section 4.1, for a period of thirty (30) days after written notice specifying such failure, requesting that it be remedied, and stating that it is a notice of default, has been given to LESSEE by CITY; provided, however, that if said default is such that it cannot be corrected within the applicable period, it shall not constitute an act of default if corrective action is instituted by LESSEE within the applicable period and diligently pursued until the default is corrected. 9.4 The making by LESSEE of an assignment for the benefit of creditors, the filing of a petition in bankruptcy by LESSEE, the adjudication of LESSEE as insolvent or bankrupt, the petition or application by LESSEE to any tribunal for any receiver or any trustee for itself or for any substantial part of its property; or the commencement of any proceeding relating to LESSEE under any bankruptcy, insolvency, reorganization, arrangement, or readjustment of debt law or statute or similar law or statute of any jurisdiction, whether now or hereafter in effect which shall remain undismissed for a period of six (6) months from the date of commencement thereof. 01315075.DOC 6 499 9.5 Violation by LESSEE of any laws or regulations of the United States, or of the State of Alaska, or any conditions of any permits issued by agencies of the City of Seward, the Kenai Peninsula Borough, the State of Alaska, or of the United States Government applicable to LESSEE's use of the Leased Land, pursuant to the regulations of such agencies, for a period of sixty (60) days after written notice specifying such violation has been given by the agency charged with the enforcement of such laws, regulations, or permits to LESSEE; provided, however, if such violation be such that it cannot be corrected within the applicable period, it shall not constitute an act of default if corrective action is instituted by LESSEE within the applicable period and diligently pursued until the violation is corrected. Furthermore, if LESSEE shall contest such alleged violation through appropriate judicial or administrative channels, the time period specified herein shall not commence until such proceedings are finally determined provided such proceedings are diligently pursued; provided, however, that any such extension of time shall not be effective if the effect of the interim administrative or judicial action is to cause a stoppage, interruption, or threat to the activities of any person or entity other than those of LESSEE. 9.6 Failure of LESSEE to maintain its operations within the Leased Land or to keep the public rights of way clear. ARTICLE 10 — REMEDIES FOR DEFAULT BY LESSEE Whenever an act of default by LESSEE shall have occurred, and any applicable period for giving notice and any opportunity to cure shall have expired, CITY shall have the following rights and remedies all in addition to any rights and remedies that may be given to CITY by statute, common law, or otherwise: 10.1 CITY may distrain for rent due any of LESSEE's personal property which comes into CITY's possession. This remedy shall include the right of CITY to dispose of personal property distrained in any commercially reasonable manner. It shall be conclusively presumed that compliance with the procedures set forth in the Alaska Uniform Commercial Code (AS 45.29.601-.628) with respect to sale of property shall be a commercially reasonable disposal. 10.2 CITY may re-enter the Leased Land and take possession thereof and, except for any personal property of LESSEE which CITY has waived its right to distrain under Section 10.1 above, remove all personal property of LESSEE from the Leased Land. Such personal property may be stored in place or may be removed and stored in a public warehouse or elsewhere at the cost of LESSEE all without service of notice or resort to legal process, all of which LESSEE expressly waives. 10.3 In addition to the above, CITY may: a) Declare this LEASE terminated; b) Collect any and all rents due or to become due from subtenants or other occupants of the Leased Land; 01315075.DOC 7 500 c) Recover from LESSEE, whether this LEASE be terminated or not, reasonable attorney's fees and all other expenses incurred by CITY by reason of the breach or default by LESSEE; d) Recover an amount to be due immediately on breach equal to the unpaid rent for the entire remaining term of this LEASE. e) Recover all damages incurred by CITY by reason of LESSEE's default or breach, including, but not limited to, the cost of recovering possession of the Leased Land, expenses of reletting, including costs of necessary renovation and alteration of the premises, reasonable attorney's fees, and any real estate commissions actually paid. f) Remove or require the removal of any improvements constructed without CITY approval or constructed contrary to site development plans approved by CITY and recover all costs and expense incurred by CITY to remove violating improvements. 10.4 If LESSEE does not immediately surrender possession of the Leased Land after termination by CITY and upon demand by CITY, CITY may forthwith enter into and upon and repossess the Leased Land and expel LESSEE without being deemed guilty in any manner of trespass and without prejudice to any remedies which might otherwise be used for arrears of rent or breach of covenant. 10.5 No expiration or termination of this LEASE shall expire or terminate any liability or obligation to perform of LESSEE' s which arose prior to the termination or expiration except insofar as otherwise agreed to in this LEASE. 10.6 Each right and remedy of CITY provided for in this LEASE shall be cumulative and shall be in addition to every other right or remedy provided for in this LEASE or now or hereafter existing at law or in equity or by statute or otherwise, and the exercise or beginning of the exercise by CITY of any one or more of the rights and remedies provided for in this LEASE or now or hereafter existing at law or in equity or by statute or otherwise shall not preclude the simultaneous or later exercise by CITY of any or all other rights or remedies provided for in this LEASE or now or thereafter existing at law, or in equity or by statute or otherwise. 10.7 No delay or omission to exercise any right or power accruing following an act of default shall impair any such right or power or shall be construed to be a waiver thereof, but any such right and power may be exercised from time to time and as often as may be deemed expedient. ARTICLE 11 — TITLE TO IMPROVEMENTS INSTALLED BY LESSEE Real Property Improvements. All improvements constructed by LESSEE or its predecessors on the Leased Land or on easements to or from the same, such as buildings, warehouses, conveyor systems, ditches, sewer lines, water lines, dikes or berms and similar improvements, shall become the property of CITY upon termination of this LEASE for any 01315075.DOC 8 501 reason other than LESSEEs exercise of its Option to Purchase; provided, however, that CITY may require LESSEE to remove any improvements designated by CITY and without cost to CITY. 11.2 Personal Property. Any other provisions of this LEASE to the contrary notwithstanding, LESSEE, upon termination of this LEASE for any reason, may, but need not, promptly remove, in no event later than ninety (90) days from the termination of the LEASE, trade fixtures and equipment from the Leased Land provided that LESSEE shall repair any damages to the Leased Land caused by such removal. ARTICLE 12 — ASSIGNMENT OR SUBLEASE 12.1 Assignment of Lease or Subleasing. The parties recognize that this LEASE has been determined to be in the public interest by the City Council of CITY for the reasons set forth in the approving Resolution. The rights and duties created by the LEASE are personal to LESSEE and CITY has granted the LEASE in reliance upon the individual character and financial capability of LESSEE. Therefore, LESSEE shall not assign or sublease this LEASE without CITY's prior written consent, which consent shall not be unreasonably withheld. 12.2 Assignment of Lease for Security. Notwithstanding Section 12.1 above, LESSEE may assign, encumber, or mortgage its interest in this LEASE or improvements on the Leased Land, by deed of trust or other security instrument, to an institutional lender ("Lender") for development of or operations on the Leased Land, provided that Lender shall be subject to all obligations of LESSEE under the terms of this LEASE upon foreclosure. CITY shall furnish Lender, at the address provided to CITY by Lender in writing, with notice of any default or breach of LESSEE under this LEASE. Lender shall have the right (without being required to do so and without thereby assuming the obligations of LESSEE under this LEASE) to make good such default or breach within thirty (30) days after written notice specifying such breach. Notwithstanding the provisions of Article 10 above, no "LESSEE Act of Default" shall exist until expiration of thirty (30) days after such notice is furnished to Lender; provided, a) If Lender, with respect to any default or breach other than a failure to make any required payment of rent or other money, shall undertake within thirty (30) days after notice to cure the default or breach and shall diligently and in good faith proceed to do so, CITY may not terminate this LEASE or relet the Leased Land unless Lender fails to cure the default or breach within a reasonable period of time thereafter; and b) If the default for which notice is given is a breach of Section 9.3, CITY shall not exercise any of the remedies afforded to it under Article 10 above so long as LES SEE or Lender remains in possession of the Leased Land and satisfies LESSEE's obligations under the terms of this LEASE. Upon foreclosure or other assertion of its security interest, Lender may further assign, transfer, or dispose of its interests, provided that any subsequent assignee, purchaser, or transferee shall remain bound by each and every term of this LEASE. 01315075.DOC 9 502 12.3 Assignment to Affiliate. Notwithstanding Section 12.1 above, LESSEE may assign this LEASE to an affiliate of LESSEE as that term is defined by AS 10.06.990(2) or Alaska limited liability company in which LESSEE maintains a substantial membership interest; provided, however, that LESSEE's full faith and credit shall remain obligated under this LEASE as though the assignment had not taken place. ARTICLE 13 — LESSEE'S DUTY TO DEFEND/INDEMNIFY LESSEE shall defend, indemnify, and hold harmless CITY, its officials, employees, agents, and contractors from any and all liability or claims for damages, including personal injuries, environmental damage, death and property damage arising out of or resulting from LESSEE's use of the Leased Land or the use of the Leased Land by LESSEE's sublessees, assignees, agents, contractors, or the public, except for damages arising from the negligence or willful acts or omissions of CITY, its officials, employees, agents, or contractors. If any action or proceeding is brought against LESSEE by reason of any such occurrence, LESSEE shall notify CITY promptly in writing of such action or proceeding. ARTICLE 14 — CITY'S DUTY TO DEFEND/INDEMNIFY CITY shall defend, indemnify and hold LESSEE harmless from any and all liability or claims for damages, including personal injuries, death, and property damage arising from the negligence or willful acts or omissions of CITY, its officials, employees, agents, or contractors and from any claims arising from the existence of any hazardous materials on the Leased Land as of the effective date of this Lease. ARTICLE 15 - INSURANCE 15.1 Minimum Insurance Requirements. Prior to commencement of the Lease Term or LESSEE'S occupancy of the Leased Land, LESSEE shall procure and maintain, at LESSEE's sole cost and expense, comprehensive commercial general liability insurance with limits of liability of not less than TWO MILLION DOLLARS ($2,000,000) for all injuries and/or deaths resulting to any one person and TWO MILLION DOLLARS ($2,000,000) limit from any one occurrence. The comprehensive commercial general liability insurance shall include coverage for personal injury, bodily injury, and property damage or destruction. Coverage under such policies of insurance shall include collapse and underground property damage hazards. Contractual liability insurance coverage in the amount of not less than TWO MILLION DOLLARS ($2,000,000) is also required. LESSEE shall obtain owned and non -owned automobile liability insurance with limits of liability of not less than ONE MILLION DOLLARS ($1,000,000) per occurrence combined single limit for bodily injury and property damage. LESSEE shall also obtain environmental or pollution insurance with limits of liability of not less than ONE MILLION DOLLARS ($1,000,000). 01315075.DOC 10503 LESSEE shall also maintain workers' compensation insurance as required under Alaska law. The minimum amounts and types of insurance provided by LESSEE shall be subject to revision at the sole discretion of CITY in accordance with standard insurance practices, in order to provide continuously throughout the term of this LEASE and any extensions hereof, a level of protection consonant with good business practice and accepted standards in the industry. Such factors as changes in the type of or extent of use of the Lease Land, increases in the cost of living, inflationary pressures, and other considerations, shall be utilized in assessing whether the minimum insurance requirements should be increased. CITY shall notify LESSEE of any required increase in insurance coverage. All insurance policies shall provide for thirty (30) days' notice of cancellation and/or material change to be sent to CITY at the address designated in ARTICLE 33 of this LEASE. All such policies shall be written by insurance companies legally authorized or licensed to do business in the State of Alaska, and acceptable to CITY (Best's Rating B+ or better). CITY shall be listed as an additional insured under all insurance policies. LESSEE shall furnish CITY, on forms approved by CITY, certificates evidencing that it has procured the insurance required herein prior to the occupancy of the Leased Land or operation by LESSEE. Insurance policy deductibles are subject to approval by CITY. Nothing herein contained shall prevent LESSEE or CITY from placing and maintaining at CITY's or LESSEE's own individual cost and expense, additional or other insurance as may be desired. The minimum insurance requirements under this LEASE shall not act to limit LESSEE's liability for any occurrence and shall not limit LESSEE's duty to defend and indemnify CITY for claims related to this LEASE or the Leased Land. 15.2 Subrogation Rights Waived. LESSEE agrees that its policies of insurance will include a waiver of subrogation clause or endorsement releasing CITY, its elected and appointed officials, employees and volunteers, and others working on behalf of CITY from any and all liability or responsibility to LESSEE or anyone claiming through or under LESSEE by way of subrogation or otherwise, for any loss of any kind (including damage to property caused by fire or any other casualty), even if such loss shall have been caused by the fault or negligence of the CITY, its elected or appointed officials, employees or volunteers, or others working on behalf of the CITY. This provision shall be applicable and in full force and effect with respect to loss or damage occurring during the time of LESSEE's occupancy or use (including LESSEE's occupancy or use prior to the Effective Date of this LEASE), and LESSEE's policies of insurance shall contain a clause or endorsement to the effect that such release shall not adversely affect or impair such policies or prejudice the right of LESSEE to recover thereunder except as against CITY (including its elected and appointed officials, employees and volunteers, and others working on behalf of CITY) during the time of LESSEE's occupancy or use. ARTICLE 16 - CONDEMNATION 01315075.DOC 11504 If all or any part of the Leased Land is condemned for a public use by any government agency or other duly authorized entity, CITY and LESSEE shall each make a claim against the condemning or taking authority for the amount of any damage incurred by or done to them respectively as a result of the taking. Neither LESSEE nor CITY shall have any rights in or to any award made to the other by the condemning authority; provided, that in the event of a single award to CITY which includes specific damages for loss of LESSEE's leasehold interest, CITY shall transmit to LESSEE the amount of such specific damages so found, if any. If part but not all of the Leased Land is condemned for public use, LESSEE shall make a good faith determination as to whether or not the taking of the part of the Leased Land designated for condemnation will prevent it from continuing to operate on the Leased Land. If LESSEE determines in good faith that the condemning of such part of the Leased Land will prevent it from continuing to operate on the Leased Land, LESSEE may notify CITY in writing to this effect, and this LEASE shall then be terminated for all purposes effective fifteen (15) days from the date LESSEE sends such notice to CITY, or at such other later date as LESSEE shall specify in its notice, and such termination shall be treated in the same manner as a termination at the expiration of the term of this LEASE. LESSEE shall, as a condition precedent to such termination, remove all encumbrances, debts, and liens to which the Leased Land is subject. If at the time of such partial taking for public use, LESSEE determines that such partial taking will not prevent it from continuing to operate, then LESSEE and CITY shall negotiate an equitable and partial abatement of the rent beginning to be effective on the actual date when LESSEE is effectively prevented from utilizing the condemned land. ARTICLE 17 - ARBITRATION 17.1 Arbitration. a) Disputes between the parties with respect to the performance of this LEASE that cannot be resolved by the parties, may be submitted to an independent arbitrator for a settlement pursuant to the provisions of the Alaska Uniform Arbitration Act (AS 09.43.300 et. seq.), as it now exists or may hereafter be amended from time to time, and judgment on the award may be entered in any Superior Court in the State of Alaska. Either party may submit to the other party a request for arbitration and the party receiving a request shall have twenty (20) days to consent, in writing, to the use of arbitration to resolve the dispute. Failure of either party to consent will preclude the use of arbitration for that dispute. The costs and expenses of arbitration shall be shared equally by the parties, and each party shall bear its own attorney's fees and costs. b) Arbitration procedures shall be applicable only to contract, negligence, and similar claims arising from or related to this LEASE, and shall not be used to resolve or determine any claim based upon fraud, intentional misrepresentation, nor any claim based on conduct that is a felony crime in the State of Alaska. c) Arbitration of any dispute or claim shall be determined by a single arbitrator selected from a list of not less than five (5) arbitrators obtained from the presiding Superior 01315075. DOC 12 505 Court Judge or other appropriate judicial officer in Anchorage, Alaska. The arbitrator shall be a person who (a) has not less than five (5) years legal experience in the State of Alaska prior to appointment; and (b) such legal experience includes substantial experience with long-term commercial real property transactions. Each party shall be provided with a copy of the list and shall be afforded a maximum of ten (10) working days to become familiar with the qualifications of the prospective arbitrators. The arbitrator shall be selected by each party, commencing with the party demanding the arbitration, striking one name from the list until only a single name remains. d) Arbitration hearings shall be conducted in Anchorage, Alaska or such other location as the parties may agree. Each party shall produce at the request of the other party, at least thirty (30) days in advance of such hearing, (i) the names, addresses, phone numbers, and email addresses for all witnesses who may testify at the hearing; and (ii) all documents to be submitted at the hearing and such other documents as are relevant to the issues or likely to lead to relevant information. e) In deciding the claim or dispute, the arbitrator shall follow applicable Alaska law, and the written decision shall be supported by substantial evidence in the record. Failure to apply Alaska law, or entry of a decision that is not based on substantial evidence in the record, shall be additional grounds for modifying or vacating an arbitration decision. ARTICLE 18 - MAINTENANCE AND REPAIRS 18.1 Normal Maintenance. During the entire term of this LEASE and every extension hereof, if any, LESSEE shall, at LESSEE's sole cost, risk and expense, maintain the Leased Land, including any improvements placed thereon by LESSEE, in as good condition as received or constructed by LESSEE, subject to normal, non -abusive use. CITY, at CITY's sole option and expense, may, prior to the commencement of construction by LESSEE, perform maintenance and preventative work on the Leased Land, exclusive of improvements placed thereon by LESSEE, in order to prevent erosion, mitigate damage to plants and animals, or prepare the Leased Land for eventual development by LESSEE or others by grading, filling, or contouring the Leased Land. Any such work performed by CITY shall be at CITY's sole expense and risk unless LESSEE agrees, in advance and in writing, to share such expense and risk. LESSEE shall maintain in first class condition at all times all fire, pollution, and other protective equipment, if any are placed on Leased Land. ARTICLE 19 - ENVIRONMENTAL CONCERNS 19.1 Hazardous Materials. a) Condition of Site. LESSEE has had full opportunity to examine the site for the presence of any Hazardous Material and accepts the site in "as is" condition. LESSEE may elect, at LESSEE's sole cost, to conduct additional baseline soils tests prior to execution of this LEASE. 01315075.DOC 13 506 b) Release of CITY. LESSEE releases CITY from any and all claims, demands, penalties, fines, judgments, liabilities, settlements, damages, costs, or expenses (including, without limitation, attorney's fees, court costs, litigation expenses, and consultant and expert fees) arising prior to, during, and after the term of this LEASE, and resulting from the use, keeping, storage, or disposal of Hazardous Material on the Leased Land by LESSEE, or arising out of or resulting from LESSEE's operations at the Leased Land except for those claims arising out of CITY's negligence or misconduct. This release includes any and all costs incurred due to any investigation of the Leased Land or any cleanup, removal, or restoration mandated by a federal, state, or local agency or political subdivision or by law or regulation except those costs related to the known remediation condition as stated in Article 19.1(a). c) Use of Hazardous Materials on the Site. i) LESSEE shall not cause or permit any Hazardous Material to be brought upon, kept, or used in or about the Leased Land except for such Hazardous Material as is necessary to conduct LESSEE's authorized use of the Leased Land. ii) Any Hazardous Material permitted on the Leased Land as provided in this paragraph, and all containers therefor, shall be used, kept, stored, and disposed of in a manner that complies with all Environmental Laws or other laws or regulations applicable to such Hazardous Material. iii) LESSEE shall not discharge, leak, or emit, or permit to be discharged, leaked, or emitted, any material into the atmosphere, ground, ground water, sewer system, or any body of water, if such material (as reasonably determined by the City, or any governmental authority) does or may, pollute or contaminate the same, or may adversely affect the (a) health, welfare, or safety of persons, whether located on the Leased Land or elsewhere; or (b) condition, use, or enjoyment of the Leased Land or any other area or personal property. iv) LESSEE hereby agrees that it shall be fully liable for all costs and expenses related to the use, storage, and disposal of Hazardous Material kept or brought on the Leased Land by LESSEE, its authorized representatives and invitees, and LESSEE shall give immediate notice to CITY of any violation or potential violation of the provisions of this subparagraph. d) Indemnification of CITY. Any other provision of this LEASE to the contrary notwithstanding, LESSEE shall defend, indemnify, and hold CITY harmless from and against any claims, demands, penalties, fines, judgments, liabilities, settlements, damages, costs, or expenses (including, without limitation, attorney, consultant and 01315075. DOC 14 507 expert fees, court costs, and litigation expenses) of whatever kind or nature, known or unknown, contingent or otherwise, arising out of or in any way related to: i) The presence, disposal, release, or threatened release of any such Hazardous Material which is on or from the Leased Land, soil, water, ground water, vegetation, buildings, personal property, persons, animals, or otherwise; ii) Any personal injury (including wrongful death) or property damage (real or personal) arising out of or related to such Hazardous Material or any use of the Leased Land; iii) Any lawsuit brought or threatened, settlement reached, or government order relating to such Hazardous Material or any use of the Leased Land; and/or iv) Any violation of any laws applicable thereto; provided, however, that this Section 19.1(d) shall apply only if the acts giving rise to the claims, demands, penalties, fines, judgments, liabilities, settlements, damages, costs, or expenses (1) occur prior to or during the term of this LEASE; and (2) arise, in whole or in part, from the use of, operations on, or activities on the Leased Land by LESSEE or LESSEE's predecessors in interest, employees, agents, invitees, contractors, subcontractors, authorized representatives, subtenants, or any other persons. The provisions of this subparagraph shall be in addition to any other obligations and liabilities LESSEE may have to CITY at law or equity and shall survive the transactions contemplated herein and shall survive the termination of this LEASE. e) Operator. For all purposes, LESSEE shall be deemed the operator of any facility on the Leased Land. f) Hazardous Material Defined. As used in this LEASE, Hazardous Material is any substance which is toxic, ignitable, reactive, or corrosive or which is regulated by any Environmental Law. Hazardous Material includes any and all material or substances which are defined as industrial waste, hazardous waste, extremely hazardous waste, or a hazardous substance under any Environmental Law. Notwithstanding any statutory petroleum exclusion, for the purposes of this LEASE, the term Hazardous Material includes, without limitation, petroleum, including crude oil or any fraction thereof, petroleum soaked absorbent material, and other petroleum wastes. g) Environmental Law Defined. As used in this LEASE, Environmental Laws include any and all local, state, and federal ordinances, statutes, and regulations, as now in force or as may be amended from time to time, relating to the protection of human health and the environment, as well as any judgments, orders, injunctions, awards, decrees, covenants, conditions, or other restrictions or standards relating to same. Environmental Laws include, by way of example and not as a limitation of the generality of the foregoing, Alaska Statutes Title 46, the Resource Conservation and 01315075.DOC 15 508 Recovery Act of 1976, the Comprehensive Environmental Response, Compensation and Liability Act of 1980, the Clean Water Act, and the Superfund Amendments and Reauthorization Act of 1986. 19.2 Permits and Reporting. a) Permits Required by Other Governmental Agencies. LESSEE shall obtain all permits or approvals required by any applicable law or regulation. Copies of all such permits shall be provided to CITY prior to LESSEE commencing work under this LEASE. LESSEE shall promptly make all reports to any federal, state, or local government or agency required by any permit or Environmental Law, including reports of any spill or discharge of Hazardous Material. The CITY, through the City Manager, may order LESSEE to immediately cease any operations or activities on the Leased Land if the same is being carried out without necessary permits, in violation of the terms of any permit or Environmental Law, or contrary to this LEASE. b) Correspondence With and Reports to Environmental Agencies. LESSEE shall immediately (the same or the next business day) provide CITY with copies of all correspondence and notice, including copies of all reports between LESSEE and any state, federal, or local government or agency regulating Hazardous Material which relates to LESSEE's operations on or use of the Leased Land. ARTICLE 20 - ESTOPPEL CERTIFICATES Either party shall at any time and from time to time upon not less than ten (10) days' prior written request by the other party, execute, acknowledge, and deliver to such party, or to its designee, a statement in writing certifying that this LEASE is unamended and in full force and effect (or, if there has been any amendment thereof, that the same is in full force and effect as amended and stating the amendment or amendments), that there are no defaults existing (or, if there is any claimed default, stating the nature and extent thereof), and stating the dates to which the rent and other charges have been paid in advance. ARTICLE 21 - CONDITIONS AND COVENANTS All the provisions of this LEASE shall be construed to be "conditions" as well as "covenants," as though the words specifically expressing or imparting covenants and conditions were used in each separate provision. ARTICLE 22 - NO WAIVER OF BREACH No failure by either CITY or LESSEE to insist upon the strict performance by the other of any term, covenant, or condition of this LEASE or to exercise any right or remedy consequent upon a breach thereof, shall constitute a waiver of any such breach or of such terms, covenants, or conditions. No waiver of any breach shall affect or alter this LEASE, but each and every term, 01315075. DOC 16 509 covenant, and condition of this LEASE shall continue in full force and effect with respect to any other then existing or subsequent breach. ARTICLE 23 - TIME OF THE ESSENCE Time is of the essence of this LEASE and of each provision. ARTICLE 24 - COMPUTATION OF TIME The time in which any act provided by this LEASE is to be done by shall be computed by excluding the first day and including the last, unless the last day is a Saturday, Sunday, or a holiday, and then it is also excluded. ARTICLE 25 - SUCCESSORS IN INTEREST Each and all of the terms, covenants, and conditions in this LEASE shall inure to the benefit of and shall be binding upon the successors in interest of CITY and LESSEE. ARTICLE 26 - ENTIRE AGREEMENT This LEASE contains the entire agreement of the parties with respect to the matters covered by this LEASE, and no other agreement, statement, or promise made by any party which is not contained in this LEASE shall be binding or valid. ARTICLE 27 - GOVERNING LAW This LEASE shall be governed by, construed, and enforced in accordance with the laws of the State of Alaska. ARTICLE 28 - PARTIAL INVALIDITY If any provision of this LEASE is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remainder of the provisions shall remain in full force and effect and shall in no way be affected, impaired, or invalidated. ARTICLE 29 - RELATIONSHIP OF PARTIES Nothing contained in this LEASE shall be deemed or construed by the parties or by any third person to create the relationship of principal and agent or of partnership or of j oint venture or of any association between CITY and LESSEE; and neither the method of computation of rent, nor any other provisions contained in this LEASE, nor any acts of the parties, shall be deemed to create any relationship between CITY and LESSEE other than the relationship of lessee and lessor. ARTICLE 30 - INTERPRETATION 01315075.DOC 17510 The language in all parts of this LEASE shall in all cases be simply construed according to its fair meaning and not for or against CITY or LESSEE as both CITY and LESSEE have had the opportunity to seek assistance of counsel in drafting and reviewing this LEASE. ARTICLE 31 - CAPTIONS Captions of the articles, paragraphs, and subparagraphs of this LEASE are for convenience and reference only, and the words contained therein shall in no way be held to explain, modify, amplify, or aid in the interpretation, construction, or meaning of the provisions of this LEASE. ARTICLE 32 - AMENDMENT This LEASE is not subject to amendment except in writing executed by both parties hereto. ARTICLE 33 - NOTICES All notices, demands, or requests from one party to another shall be delivered in person or be sent by mail, certified or registered, postage prepaid, to the addresses stated in this Article and to such other persons and addresses as either party may designate. Notice by mail shall be deemed to have been given at the time of mailing. All notices, demands, and requests from LESSEE to CITY shall be given to CITY at the following address: City Manager CITY OF SEWARD PO Box 167 Seward, Alaska 99664 All notices, demands or requests from CITY to LESSEE shall be given to LESSEE at the following address: Homer Electric Association, Inc. 3977 Lake Street Homer, Alaska 99603 Each party shall have the right, from time to time, to designate a different address by notice given in conformity with this Article. IN WITNESS WHEREOF, the parties hereto have set their hands and seals the dates herein set forth. 01315075.DOC 18511 CITY: LESSEE: CITY OF SEWARD City Manager Date: Date: ATTEST: City Clerk STATE OF ALASKA ) ) ss. THIRD JUDICIAL DISTRICT ) The foregoing instrument was acknowledged before me this day of 2021 ], by , City Manager of the City of Seward, Alaska, on behalf of the City. STATE OF ALASKA THIRD JUDICIAL DISTRICT Notary Public in and for Alaska My Commission Expires: The foregoing instrument was acknowledged before me this day of 202 , by who executed the foregoing document on behalf of Homer Electric Associaiton as of the cooperative corporation. Notary Public in and for Alaska My Commission Expires: 01315075. DOC 19512 EXHIBIT A: LEASED PREMISES 01315075.DOC 20 513 Schedule 1.01(a) — Excluded Contracts 1. Agreement Covering the Terms and Conditions of Employment between the City of Seward and Local 1547 International Brotherhood of Electrical Workers dated July 1, 2022. 2. Bargaining Agreement between the City of Seward and Alaska Public Employees Association Representing the Seward Public Employees Association January 1, 2023 — December 31, 2025, dated January 1, 2023. 3. Loan Agreement between the City of Seward and the Alaska Municipal Bond Bank dated April 1, 2022. 4. Loan Agreement between the City of Seward and the Alaska Municipal Bond Bank, dated July 20 2008 and as amended on January 20, 2016. 5. Contract for Finance and Accounting Services between the City of Seward and Carmen Jackson CPA, LLC, dated December 30, 2021. 6. Contract for State Lobbying Services between the City of Seward and Kent Dawson Company, Inc., dated July 1, 1989, as amended annually. 7. Agreement for Federal Lobbying Services between the City of Seward and Robertson, Monagle & Eastaugh, PC, dated January 13, 1997, as amended annually. 8. Agreement for Legal Services between the City of Seward and Boyd, Chandler, Falconer & Munson, LLP, dated August 1, 2020. 9. Agreement for Auditing Services between the City of Seward and Altman, Rodgers & Co., dated February 11, 2020. 10. Software subscriptions and licenses for Office 365, Adobe Acrobat, AutoCAD, Fishbowl and SIMMS. 11. Participant Coverage Memorandum between City of Seward and the Alaska Municipal League Joint Insurance Association, Inc. 12. Cooperative Participation Agreement and Bylaws of the Alaska Municipal League Joint Insurance Association, Inc, effective July 1, 2010. 13. Amended and Restated Depositary Agreement between the City of Seward and The Bank of New York Mellon Trust Company, N.A. as Depositary, dated April 13, 2022. 14. Software License, Subscription, Services, Support and Maintenance, and Hosting Services Agreement between City of Seward and Northstar Utilities Solutions (Harris Computer Corporation), approved May 23, 2022. 514 Schedule 1.01(b) — Seller's Knowledge 1. Rob Montgomery 2. Janette Bowers Schedule 1.01(c) — Permitted Encumbrances 1. All provisions and reservations in any United States Patent of record related to the Acquired Assets. 2. Rights of Alascom, Inc., Seward Cablevision and General Telephone Company of Alaska to make attachments of equipment (and to maintain, repair and replace such equipment) to utility poles pursuant to the terms of the Pole Attachment Agreements identified in Schedule 2.01(e). 3. Fee simple ownership interest of the State of Alaska in the real property identified in Permit No. ADL 219519 subject to the terms of said permit. 4. Fee simple ownership interest of the USDA Forest Service in the real property identified in the Special Uses Powerline Permit subject to the terms of said permit. 5. Rights of other public utilities (including the City of Seward) to use any of the public utility easements identified in Schedule 4.08(d) (Other Real Property Rights), as specifically provided in such easement documentation. 6. Rights of water, sewer, telephone, cable television, and internet service providers that are public utilities (including the City of Seward) to use any of the public utility easements as specifically provided for in such easement documentation or identified in any plat of record. 516 Schedule 2.01(e) — Assigned Contracts 1. 2022 Wholesale Power Contract Between Chugach Electric Association, Inc. and the City of Seward d/b/a Seward Electric System, dated as of September 28, 2021. 2. Agreement for Joint Use of Facilities between the City of Seward, Seward Electric System and Chugach Electric Association, Inc., dated August 2021. 3. Bradley Lake Hydroelectric Project Power Sales Agreement, by and among the Chugach Electric Association, Inc., the Golden Valley Electric Association, Inc., the Municipality of Anchorage d/b/a Municipal Light and Power, the City of Seward d/b/a Seward Electric System the Alaska Electric Generation & Transmission Cooperative, Inc., Homer Electric Association, Inc., and the Matanuska Electric Association, Inc., dated as of December 8, 1987 as amended. 4. Railbelt Reliability Council Memorandum of Understanding, dated December 6, 2019. 5. Railbelt Reliability Council Memorandum of Understanding, dated September 15, 2022. 6. Construction Agreement between the City of Seward and Sturgeon Electric Company, dated February 15, 2022. 7. Procurement Agreement Fort Raymond Substation Transformers between the City of Seward, Electrical Department and Virginia Transformer Corporation, dated July 8, 2022. 8. Procurement Agreement Lawing Substation Transformer between the City of Seward, Electrical Department and Virginia Transformer Corporation, dated July 8, 2022. 9. Agreement for Joint Use of Poles between Alascom, Inc. d/b/a AT&T Alaska and the City of Seward, Alaska effective August 15, 2022. 10. Joint Use Agreement between the City of Seward and General Telephone Company of Alaska dated October 8, 1984 as amended and assigned.' 11. Use Agreement between City of Seward and Seward Cablevision dated May 11, 1987 as amended and assigned.2 12. SCADA computer software license/subscription. ' Note: Currently expired but expected to be renewed before Closing. z Note: Currently expired but expected to be renewed before Closing. 517 Schedule 2.01(f) — System Permits 1965 ADL No. 26281 1966 AK Dept. Of Highways A-31-10-66 1966 AK Dept. Of Highways A-31-3-66 1967 AK Dept. Of Highways A-495-1-67 1987 ADL No. 204058 1987 ADL No. 223091 1988 ADL No. 219519 1989 ADL No. 222885 1990 ARRC Permit No. 5193 (and additional Supplements 1991- 2023) 1995 ADL No. 225918 2017 Amendment No. 2 ADL 219510 2023 Forest Service Permit 15000-3004-7017 Schedule 2.01(g) — Intellectual Property 1. SCADA software, licenses and subscriptions. Section 2.02 — Excluded Assets 1. City of Seward's interest in the portion of Lot 6A-2 Fort Raymond Subdivision, Replat No. 3, Plat No. 2012-12, not conveyed or leased to Buyer. 2. City of Seward's interest in Lots 38, 39 and 40, Block 8 Original Townsite of Seward subject to the terms of Exhibit K- Office Lease. 3. Electric Storage/Laydown Yard at 11555 Seward Hwy, Parcel 14409130, T 1N R1W SEC 27 SEWARD MERIDIAN SW 0910018 FOLZ SUB LOTS 6 THRU 9 REPLAT LOT 6A. 4. Distribution lines, meters and related inventory and equipment on the customer's side of the delivery point for electricity to be delivered by Buyer and resold by Seller at the Seward Small Boat Harbor. 5. Distribution lines, meters and related inventory and equipment on the customer's side of the delivery point for electricity to be delivered by Buyer and resold by Seller at the Seward Marine Industrial Center. 520 Schedule 2.03(b) — Assumed Liabilities 1. Seller's obligation to pay Accrued Vacation Amount (pursuant to the terms of the APA) 2. Seller's obligation to pay any Longevity Bonus Amount (pursuant to the terms of the APA). 3. Seller's obligations under the IBEW CBA (as modified by the terms of the Transition Agreement, if any, subject to the terms of the APA and excluding Seller's Withdrawal Liability). 4. Any obligation of Seller to comply with RRC rules or contribute to the RRC that (1) survives Seller withdrawal from the RRC and (2) arises after Closing and relates to the period following Closing. 521 Schedule 2.04 — Excluded Liabilities 1. Any liability of Seller pursuant to the terms of any Excluded Contract listed on Schedule 1.01(a). 2. Any Withdrawal Liability of Seller. 3. Any liability of Seller under any Environmental Law related to the Real Property assigned or conveyed to Buyer that is based on acts or omissions of Seller or any other person other than Buyer that occur prior to Closing. 522 Schedule 4.03 — Required Seller Consents Execution and Delivery of the APA/Performance of Seller Obligations Seward City Council Seward voters casting votes at the May 1 Special Election Assignments of Contracts Chugach Electric Association (2021 Joint Agreement, Wholesale Power ) Alaska Energy Authority (Bradley Lake Power Sales Agreement, Assignment of Permits 1965 ADL No. 26281 1966 AK Dept. Of Highways A-31-10-66 1966 AK Dept. Of Highways A-31-3-66 1967 AK Dept. Of Highways A-495-1-67 1987 ADL No. 204058 1987 ADL No. 223091 1988 ADL No. 219519 1989 ADL No. 222885 1990 ARRC Permit No. 5193 (and additional Supplements 1991- 2023) 1995 ADL No. 225918 2017 Amendment No. 2 ADL 219510 2023 Forest Service Permit 15000-3004-7017 Assignment of Easements DATE SIGNED BOOK .,,AG „Document ID Kenai Peninsula 85 06 15 Borough State of Alaska Dept of Revenue 95 05 19 44 614 1986-001618-0 77 160 1995-000650-0 Kenai Peninsula 96 02 29 80 769 1996-000364-0 Borough Kenai Peninsula 96 10 24 84 61 Borough Kenai Peninsula 02 09 10 115 996 2002-002085-0 Brough 1996-001889-0 State of AK Dept of Hwys 66 10 31 43R 192 Historic Record, Precinct Books State DOT/PF 66 08 02 43R 27 Historic Record, Precinct Permit A-31-3-66 Books Ak Dept of 67 03 01 44R 46 Highways ARRC Permit No. 91 07 18 Not Recorded 5193 Supp #1 US Bureau of Public Roads 55 09 21 Not Recorded Ak Dept of 70 01 27 Not Recorded Highways AK DOT/PF 91 06 19 Not Recorded AK DOT/PF 94 07 08 Not Recorded AK DNR 87 07 15 Not Recorded AK DNR 66 06 20 Not Recorded Kenai Peninsula 05 06 14 Borough Kenai Peninsula 12 09 19 2012-001062-0 Brough AK DNR 17 07 28 2017-000785-0 AK DNR 11 05 18 2011-000571-0 AK DNR 87 07 15 2018-000308-0 AK DNR 87 07 15 2019-000114-0 AK DNR 65 04 02 2019-000117-0 AK DNR 89 01 23 2019-000118-0 AK DNR 2020 01 10 2020-000039-0 Historic Record, Precinct Books 2005-001033-0 524 Schedule 4.04 — No Conflict None. Schedule 4.05 — Financial Statements 1. Withdrawal Liabilities are not reflected in the Financial Statements. Seller has received and transmitted to Buyer an estimated Withdrawal Liability from IBEW. 2. Financial Statements may not have fully and accurately identified all rolling stock that will be included in Acquired Assets. Seller has prepared a separate listing of rolling stock that will be included as part of an Exhibit to the Asset Purchase Agreement. 3. A 1000 KV transformer, 400 Amp. Meter and 800 Amp. Meter located at the Seward Marine Industrial Center are not included in the SES financial statements and not separately identified in the SMIC financial statements but are being included in the assets sold to Buyer. 4. The Financial Statements indicate L1, B 1 Bear Lake Subdivision is an SES asset but it is not an SES asset and is not being sold to HEA as part of the Transaction. 5. The Financial Statements include assets of SES which are no longer in service. 526 Schedule 4.07(b) — Assigned Contracts Breaches A list of any: (A) existing default or breach by Seller or, to Seller's Knowledge, any other party thereto under any Assigned Contract, or (B) event or condition that, with notice or lapse of time or both, could constitute (x) a default or breach of any Assigned Contract, (y) result in a termination of any Assigned Contract or (z) result in an acceleration under or otherwise change any rights or obligations of any Assigned Contract, and Seller has not received notice of any intention or right to terminate or purporting to assert an event of default under any Assigned Contract. 1. Joint Use Agreement between the City of Seward and General Telephone Company of Alaska dated October 8, 1984 as amended and assigned has expired. The parties continue to perform under the terms of the contract. 2. Use Agreement between City of Seward and Seward Cablevision dated May 11, 1987 as amended and assigned has expired. The parties continue to perform under the terms of the contract. 527 Schedule 4.08(a) — Owned Real Property' # Address Use Parcel ID Description 1* 605 Sea Lion Ave Fort Raymond Utility Facility and Generation plant and Ball Field 14502623 T 1N R 1W SEC 34 SEWARD MERIDIAN SW 2012012 FORT RAYMOND SUB REPLAT NO 2 LOT 6A-2 2 400 Nash Rd SMIC Substation 14534017 T 1 S R lE SEC 18 SEWARD MERIDIAN SW 0970027 FOURTH OF JULY CREEK SUB SEWARD MARINE INDUSTRIAL CENTER LOT 1 BLK 1 3** 11555 Seward Hwy Laydown Yard 14409130 T 1N R1W SEC 27 SEWARD MERIDIAN SW 0910018 FOLZ SUB LOTS 6 THRU 9 REPLAT LOT 6A 4 N/A Grouse Lake Property 12537007 T 1N R 1W SEC 13 SEWARD MERIDIAN SW 0000093 OLD MILL SUB TRACT H 5 N/A Electric Storage Yard 14409121 Lot Five (5), FOLZ SUBDIVISION, REVISED, according to Plat No. S-24, Seward Recording District, Third Judicial District, State of Alaska 6 N/A Seward Highway Tract 12537090 All that Portion of the Southwest one - quarter of the Southwest one -quarter of the Northwest one -quarter of the Northeast one -quarter (SW1/4SW1/4NW1/4NE1/4) and the West one-half of the West one-half of the Southwest one -quarter of the Northeast one -quarter (W 1/2W 1/2SW 1/4NE1/4) in Section 12, Township 1 North, Range 1 West, Seward Meridian, Seward Recording District, Third Judicial District, State of Alaska, Lying West of the Seward Highway. 7*** N/A City Meter Breakwater 14734008 T 1S R 1W SEC 3 SEWARD MERIDIAN SW 2012004 SEWARD ORIGINAL TOWNSITE WATERFRONT PARK REPLAT TRACT H, Seward Recording District Plat 2012-4 ' Pending review of SMIC real property 528 # Address Use Parcel ID Description 8*** N/A City Meter I- Dock 14502419 The electric meter on I -dock located on the following parcel: T 01S R 01W SEC 1&2&3 SEWARD MERIDIAN SW ATLS#174 ALASKA TIDE LAND SURVEY #174 THAT PTN WITHIN SECTIONS 1-3 EXCL SEWARD ORIGINAL TOWNSITE WATERFRONT PARK REPLAT & EXCL THAT PTN OF THE SEWARD AIRPORT KNOWN AS THE AVIGATION & HAZARD EASEMENT AREA & EXCL PTN KNOWN AS THE ALASKA RAILROAD TERMINAL RESERVE IN SEWARD 9*** N/A "3 Meters" on Mustang Ave 14534066 The three electric meters on the following parcel: T 01S R O lE SEC 18 SEWARD MERIDIAN SW 2022002 FOURTH OF JULY CREEK SUB SEWARD MARINE INDUSTRIAL CENTER FIRE DEPARTMENT REPLAT TRACT A4, Plat SWD 2022- 1 10*** N/A "2 Meters" to the South of the "3 14534062 The two electric meters on the following parcel : T 01S R O lE SEC 18 Meters" SEWARD MERIDIAN SW 2022001 FOURTH OF JULY CREEK SUB SEWARD MARINE INDUSTRIAL CENTER COASTAL LOTS REPLAT LOT 1A-1 BLK 9, Plat SWD 2022-1 Notes: *This property will need to be subdivided before sale see Exhibit L to APA. **This property is not included in Acquired Assets. ***These real property conveyances are limited to the electric meters specified in the description and do not include the whole parcel. 529 Schedule 4.08(b) — Real Property Exceptions None 530 Schedule 4.08(c) — Leased Real Property None. Schedule 4.08(d) — Other Real Property Rights Other easements and permits are listed on recorded plats. Recorded plats are publicly available through the Kenai Peninsula Borough's parcel viewer: https://geohub.kpb.us/ TYPE E FROM DATE SIGNED 74 07 16 BOOK 6 PAGE 365 ter, Document ID Wingo, Charles 1974-000598-0 E Seward Chamber of Commerce 74 07 09 6 336 1974-000577-0 E Hoogland, Joann 74 07 15 6 368 1974-000599-0 E Shoening, John 74 07 15 6 371 1974-000600-0 E Johnson, Michael 77 09 13 14 212 1977-001175-0 E Mickens, Michael E. 77 09 13 14 214 1977-001176-0 E Lindsey, Dale 78 06 09 16 284 1978-000818-0 E Seward Chamber of Commerce 79 02 27 17 951 1979-000260-0 E Hardy, Ethel L. 80 05 15 21 187 1980-000940-0 E Wadsworth, Jack 81 08 19 24 445 1981-001795-0 E Paquette, Paul H. 83 10 17 31 193 1983-001968 E Snowden, Bradley Kevin 84 06 29 34 194 1984-001234-0 E Midby, Willard 84 06 29 34 196 1984-001235-0 E Midby, Willard 84 06 29 34 198 1984-001236-0 E Furlong, Norma 84 07 24 34 541 1984-001442-0 E Peterson, Earl & Deloris K. 84 07 30 34 557 1984-001448-0 E Dick, Louis E. 84 08 08 34 647 1984-001478-0 E Walker, Mark C. estate 84 08 24 34 897 1984-001569-0 E Bass, Jack 84 10 08 35 767 1984-002108-0 E Bass, Jack 84 10 08 35 769 1984-002109-0 E Bass, Jack 84 10 08 35 771 1984-002110-0 E Bass, Jack 84 10 08 35 773 1984-002111-0 E Ernst Incorporated 84 10 31 35 819 1984-002139-0 E March, Louis 84 09 21 36 329 1984-002538-0 E March, Louis 84 09 21 36 332 1984-002539-0 E Lind, Wilma 84 09 27 36 335 1984-002540-0 E Lind, Wilma 84 09 27 36 337 1984-002541-0 E Lind, Wilma 84 09 27 36 339 1984-002542-0 E Klug, Marilyn 84 09 25 36 341 1984-002543-0 E Hough, John & Edith 84 09 15 36 343 1984-002544-0 E Hough, John & Edith 84 09 15 36 345 1984-002545-0 E Hough, John & Edith 84 09 15 36 347 1984-002546-0 E Gillespie, Dale & Solova 84 10 04 36 349 1984-002547-0 E Gillespie, Dale & Solova 84 10 04 36 352 1984-002548-0 E Dieckgraeff, Frank & Barbara 84 10 09 36 355 1984-002549-0 532 TYPE E FROM DATE SIGNED BOOK Document ID Dieckgraeff, Frank & Barbara 84 10 09 36 358 1984-002550-0 E Garlock, Cleo et. al. 84 08 10 36 361 1984-002551-0 E Bryan, Opal & Mary 84 09 21 36 363 1984-002552-0 E Romig, Howard/Karen 84 10 03 36 366 1984-002553-0 E Lynch, Donald & Maxine 84 10 18 36 368 1984-002554-0 E Lynch, Donald & Maxine 84 10 18 36 371 1984-002555-0 E Donald/Maxine Lynch 84 10 18 36 373 1984-002556-0 E Bear Creek Volunteer Fire Dept 84 10 18 36 375 1984-002557-0 E Banic, Steve & Mira 84 10 02 36 378 1984-002558-0 E Saindon, Mary 84 10 18 36 381 1984-002559-0 E Ronne, Marshall & Esther 84 09 19 36 383 1984-002560-0 E Redmonds, Jean S. 84 08 11 36 386 1984-002561-0 E Pollard, Clarence & Patsy 84 09 13 36 388 1984-002562-0 E Pollard, Clarence & Patsy 84 09 13 36 390 1984-002563-0 E Nees, David & Christine 84 08 17 36 392 1984-002564-0 E Munson, Gary 84 10 01 36 394 1984-002565-0 E Munson, Henry & Lois 84 10 01 36 396 1984-002566-0 E Moore, Ralph 84 08 30 36 398 1984-002567-0 E Midby, Willard 84 09 24 36 400 1984-002568-0 E Lyon, Ronald & Patsy 84 09 15 36 402 1984-002569-0 E White, Daniel & Lucille 84 09 22 36 404 1984-002570-0 E White, Daniel & Lucille 84 09 22 36 406 1984-002571-0 E Taylor, Harry & Nancy 84 10 15 36 408 1984-002572-0 E Taylor, Harry & Nancy 84 10 15 36 410 1984-002573-0 E Smith, Glen & Marcia 84 08 31 36 412 1984-002574-0 E Smith, Glen & Marcia 84 08 31 36 414 1984-002575-0 E Smith, Glen & Marcia 84 08 31 36 416 1984-002576-0 E Smith, Garwin & Donna 84 08 25 36 418 1984-002577-0 E Skore, Lowell & Betty Lou 84 08 06 36 420 1984-002578-0 E Shodin, Roy & Elizabeth 84 08 25 36 422 1984-002579-0 E Simutis, Ray & Leslie 84 09 14 36 424 1984-002580-0 E Simutis, Ray & Leslie 84 09 14 36 426 1984-002581-0 E Seward Chamber of Commerce 84 09 20 36 428 1984-002582-0 E Bandt, Leland & Gloria 84 08 11 36 430 1984-002583-0 E Bandt, Leland & Gloria 84 08 11 36 432 1984-002584-0 E Anderson, Dean & Susan 84 09 29 36 434 1984-002585-0 E Bandt, Leland & Gloria 84 08 11 36 437 1984-002586-0 533 TYPE E FROM DATE SIGNED BOOK PAGE Document ID Woods, Robert & Margaret 84 08 11 36 439 1984-002587-0 E Woods, Robert & Margaret 84 08 11 36 441 1984-002588-0 E Woods, Robert & Margaret 84 08 11 36 443 1984-002589-0 E Wood, Frank & Gloria 84 09 24 36 445 1984-002590-0 E Stallings/Fuzzard 84 10 30 36 627 1984-002702-0 E Stallings, Alton & Elaine 84 11 09 36 633 1984-002703-0 E Stallings/Fuzzard 84 11 09 36 637 1984-002704-0 E Stallings/Fuzzard 84 10 30 36 643 1984-002705-0 E Stallings/Fuzzard 84 10 30 36 649 1984-002706-0 E Stallings/Fuzzard 84 10 30 36 655 1984-002707-0 E Stallings/Fuzzard 84 10 30 36 661 1984-002708-0 E Stallings/Fuzzard 84 10 30 36 667 1984-002709-0 E Marshall, Harvey & Ardena 84 10 29 36 673 1984-002710-0 E McDowell, John/Joanne 84 10 24 36 677 1984-002711-0 E Miller, Steve & Tangye, Berta Dee 84 10 23 36 680 1984-002712-0 E Kowalski, Dennis 84 10 20 36 684 1984-002713-0 E Calacino, Willow Ann & Toney L. 84 10 24 36 688 1984-002714-0 E Sweatt, Jesse & Beatrice 84 10 14 36 693 1984-002715-0 E Frazer, William 84 10 18 36 698 1984-002716-0 E Vaden, Henrietta 84 10 23 36 703 1984-002717-0 E Rickard, Hubert E. Jr. 85 01 07 37 329 1985-000201-0 E Rickard, Hubert E. Jr. 85 01 07 37 331 1985-000202-0 E Rickard, Hubert E. Jr. 85 01 07 37 333 1985-000203-0 E Estes, William 84 12 27 37 335 1985-000204-0 E Girves, Randy & Ray, Irene 84 11 16 37 337 1985-000205-0 E Girves, Randy & Ray, Irene 84 11 16 37 339 1985-000206-0 E Saindon, Mary & Loomis, Glen A. 84 12 10 37 342 1985-000207-0 E Robinson, Mary 84 12 24 37 345 1985-000208-0 E Brockman, John 84 12 10 37 347 1985-000209-0 E Saindon, Mary 84 12 10 37 350 1985-000210-0 E Hoogland, John & Joann 84 12 10 37 352 1985-000211-0 E Hoogland, John & Joann 84 12 10 37 354 1985-000212-0 E Hoogland, John & Joann 84 12 10 37 356 1985-000213-0 E Brockman, John 84 12 10 37 358 1985-000214-0 E Brockman, John 84 12 10 37 361 1985-000215-0 534 FROM DATE SIGNED BOO Document ID E VanDeusen, Michael & Patricia 84 12 10 37 364 1985-000216-0 E Rockwood, Stephen K. 84 12 07 37 366 1985-000218-0 E Rough, Dan & Judy 87 06 09 47 572 1987-00828-0 E DeTerra, Ronne & Gertrude 85 02 27 37 780 1985-000449-0 E Gillespie Raymond & John & Thomas 85 01 29 37 820 1985-000473-0 E Owens, Dennis 85 02 05 37 822 1985-000474-0 E VonKommer, Peter/Opal 85 02 12 37 824 1985-000475-0 E United Methodist Church & Methodist Church Women's Div Christian Service Board & Christian Service Women's Div 85 03 01 37 827 1985-000476-0 E Boling, Truman 85 01 16 37 831 1985-000477-0 E Michaelis, Paula L. 85 01 30 37 833 1985-000478-0 E Bandel, Dane & Judith 85 01 23 37 835 1985-000479-0 E Worldwide Church of God 85 01 02 37 837 1985-000480-0 E Eastman, Loren 85 01 08 37 839 1985-000481-0 E Lafond, David 85 01 21 37 842 1985-000482-0 E LaBounty & Sanford 85 02 15 37 844 1985-000483-0 E Sundberg, Donald & Ruby 85 02 08 37 847 1985-000484-0 E LDS Church 85 01 31 37 850 1985-000485-0 E LDS Church 85 01 31 37 852 1985-000486-0 E LDS Church 85 01 31 37 854 1985-000487-0 E McFadden, Vincent & Miriam 84 09 21 37 856 1985-000488-0 E McFadden, Vincent & Miriam 84 09 21 37 859 1985-000489-0 E Tressler, Orpha 85 02 22 37 862 1985-000490-0 E Tripp, Margaret 85 03 28 38 334 1985-000630-0 E Tripp, Margaret 85 03 28 38 337 1985-000631-0 E Tripp, Margaret 85 03 28 38 340 1985-000632-0 E Jacobsen, Karen J. 85 03 31 38 513 1985-000724-0 E Rough, Dana & Judy 85 04 16 38 527 1985-000731-0 E Jacobsen, Carol D. 85 05 05 38 963 1985-000985-0 E Racine, Aletha 85 05 29 39 66 1985-001043-0 E Smith, Donald & Shirley 85 06 14 39 185 1985-001123-0 E Anderson, Steven W. 85 06 20 39 481 1985-001310-0 E Hanni, Walter et. al. 85 06 27 39 484 1985-001311-0 E Hanni, Walter et. al. 85 06 25 39 488 1985-001312-0 E Hanni, Walter et. al. 85 10 27 39 492 1985-001313-0 E Hanni, Walter et. al. 85 06 27 39 496 1985-001314-0 535 TYPE E FROM DATE SIGNED BOOK PAGE Document ID Anderson, Steve & Hanni, Walt 85 06 20 39 500 1985-001315-0 E Silva aka Shaffer, Bernadine 85 06 26 39 505 1985-001316-0 E Anthony, Charles 85 07 15 39 671 1985-001416-0 E Anthony, Charles 85 07 15 39 674 1985-001417-0 E Peck, George 85 07 25 39 889 1985-001578-0 E Boorman, Craig & Eric 85 08 22 40 95 1985-001676-0 E Tressler, Thomas B. 85 10 08 40 590 1985-001939-0 E Carlson, Kieth 85 10 01 40 593 1985-001940-0 E Nevel, Leslie A. 85 09 26 40 595 1985-001941-0 E Crowley/Washburn 85 06 14 40 734 1985-002020-0 E Stevens, Francis E. 86 01 13 42 283 1986-000197-0 E Chugach Development Corp. 85 12 17 43 711 1986-0011019-0 E Long, Roger 86 06 16 43 933 1986-001184-0 E Brossow, Charles David 86 07 09 44 276 1986-001384-0 E O'Brien, Patrick 86 07 06 44 278 1986-001385-0 E Anderson, Dean & Susan 86 07 08 44 280 1986-001386-0 E Jernigan, James F. 86 07 17 44 282 1986-001387-0 E Wilson, Steven & Molly 86 08 04 44 440 1986-001499-0 E Beaudoin, Richard & Marion 84 08 26 44 444 1986-001500-0 E Gribben, Eleanor 84 12 21 44 446 1986-001501-0 E Akins, Owen & Carter, 85 02 01 44 448 1986-001502-0 George E Gribben, Eleanor 84 12 21 44 450 1986-001503-0 E Akins, Owen & Carter, 84 02 01 44 453 1986-001504-0 George E Chugach Development Corp. 85 12 17 44 456 1986-001505-0 E Chugach Development Corp. 85 12 17 44 460 1986-001507-0 E Alyeska Investors 85 05 06 44 611 1986-001617-0 E Kenai Peninsula Borough 85 06 15 44 614 1986-001618-0 E Clarke, Thomas L. 86 08 21 44 620 1986-001619-0 E Faulkner, Philip 86 07 15 44 626 1986-001621-0 E Munson, Henry & Lois 86 08 13 44 628 1986-001622-0 E Rogers, Robert & Margaret 86 07 25 44 630 1986-001623-0 E Faust, Ben E. 86 08 05 44 632 1986-001624-0 E Alaska Railroad Credit Union 86 08 04 44 634 1986-001625-0 E Rough, Dana S. & Judith L. 86 08 07 44 636 1986-001626-0 536 TYPE E FROM DATE SIGNED BOOK PAGE Document ID Rough, Dana S. & Judith L. 86 08 07 44 638 1986-001627-0 E Rough, Dana S. & Judith L. 86 08 07 44 640 1986-001628-0 E Rough, Dana S. & Judith L. 86 08 07 44 642 1986-001629-0 E Rough, Dana S. & Judith L. 86 08 07 44 644 1986-001630-0 E Munson, Lois & Hemy 86 08 14 44 646 1986-001631-0 E Munson, Henry & Lois 86 08 14 44 648 1986-001632-0 E George M. Gullufsen 86 08 07 44 650 1986-001633-0 E Harbor View Partnership 86 09 08 45 78 1986-001889-0 E Harbor View Partnership 86 09 08 45 80 1986-001890-0 E Harbor View Partnership 86 09 08 45 82 1986-001891-0 E Smith, Glenn & Margery 85 09 25 45 84 1986-001892-0 E Harbor View Subdivision 86 09 08 45 188 1986-001949-0 E Rough, Dana S. & Judith L. 86 10 06 45 190 1986-001950-0 E Gateway Ventures 86 11 14 45 374 1986-002071-0 E Hardy, Ethel L. 86 11 14 45 377 1986-002072-0 E Wrightson, Vern & Sher 87 01 13 46 495 1987-000206-0 E Thomas, Jean M. (To Chugach Elecetric Association) 87 03 05 46 754 1987-000363-0 E Rough, Dan & Judy 87 06 09 47 572 1987-000828-0 E Suddath, Ben 87 06 18 47 719 1987-000918-0 E Pruitt, James T. 87 06 24 47 725 1986-000922-0 E Stanton, Joseph D. 87 07 23 47 954 1987-001065-0 E Crowley/Washburn 87 08 18 48 306 1987-001289-0 E Seward Commercial Enterprises 87 09 15 48 708 1987-001637-0 E Seward Commercial Enterprises 87 10 85 48 921 1987-001798-0 E Lohman, Russell & 87 10 21 49 127 1987-001973-0 Nancy E Van Deusen, Michael R. 87 10 21 49 129 1987-001974-0 E Wisniewski, Timothy J. 87 10 23 49 194 1987-002020-0 E Dooley, Leslie & May 87 11 13 49 341 1987-002112-0 E Wilfong & Elge 88 10 06 52 339 1988-001670-0 E Daniels, Joe & Patsy 89 07 03 55 260 1989-000977-0 E P & B Enterprises 89 08 04 55 528 1989-001125-0 E Ak Petroleum Contr. Inc. 89 08 18 55 696 1989-001219-0 537 TYPE E FROM DATE SIGNED BOOEMI PAGE Document ID Ak Petroleum Contr. Inc. 89 08 18 55 697 1989-001220-0 E Ak Petroleum Contr. Inc. 89 08 18 55 698 1989-001221-0 E Ak Petroleum Contr. Inc. 89 08 18 55 699 1989-001222-0 E Ak Petroleum Contr. Inc. 89 08 18 55 700 1989-001223-0 E D&J Const (Dan & Judy Rough) 89 08 22 55 701 1989-001224-0 E Kroon, Karl & Marie 89 06 12 55 922 1989-001366-0 E Logan, Dan 89 09 26 55 923 1989-001367-0 E Johnson, Quinton 89 09 13 55 924 1989-001368-0 E Snowden, Bradley Kevin 89 09 22 55 925 1989-001369-0 E Sawyer, George T. III & Sheri 89 08 27 55 926 1989-001370-0 E Eads, Holly G. 89 07 28 55 927 1989-001371-0 E Wright, Mark & Stanley, Jill 89 10 02 56 926 1990-000011-0 E Mindenbergs, Juris 89 10 10 56 928 1990-000012-0 E Beam, Dave 89 07 17 57 119 1990-000133-0 E Riopel, Margie & Phil 89 08 15 57 120 1990-000134-0 E Martin, Larry 89 07 28 57 121 1990-000135-0 E Lodge, Dennis & Eleanor 89 07 31 57 122 1990-000136-0 E David W. Patterson 89 07 20 57 123 1990-000137-0 E DeNuptiis, Terence J. 89 07 06 57 124 1990-000138-0 E Anderson, Robert & Winifred 89 07 24 57 125 1990-000139-0 E Eads, John Charles 89 12 14 57 190 1990-000175-0 E Missel, Tom 89 07 17 57 192 1990-000176-0 E George & Betty Smith 89 08 14 57 193 1990-000177-0 E Richard Pietmsieawicz 89 09 06 57 194 1990-000178-0 E Missel, Tom 89 06 29 57 195 1990-000179-0 E Folkert, Ferrin & Danielle 89 07 03 57 196 1990-000180-0 E Joiner, Francis & Ernestine 89 08 30 57 197 1990-000181-0 E John Brockman 90 03 20 57 474 1990-000365-0 E John Brockman 90 03 20 57 475 1990-000366-0 E Esther Nuglene 90 03 19 57 476 1990-000367-0 E Folkert, Ferrin & Danielle 90 03 02 57 477 1990-000368-0 E Bishop, Catherine and Jay 05 04 28 2005-000815-0 E Marion & Hudson Trustee 90 02 21 57 478 1990-000369-0 E Thomas, James 90 02 10 57 479 1990-000370-0 E Ken Wray Printing Inc. 90 03 06 57 480 1990-000371-0 538 TYPE E FROM DATE SIGNED BOOK PAGE Document ID Jackinsky, Sara & Jones, Ken 90 03 27 57 607 1990-000442-0 E Morgan, James M. 90 03 23 57 608 1990-000443-0 E Joiner, Francis & Ernestine 90 04 02 57 609 1990-000444-0 E F.D.I.C. for Alliance Bank 90 04 27 57 923 1990-000587-0 E Marneu and Neumann 90 04 24 57 925 1990-000588-0 E Marneu and Neumann 90 04 24 57 926 1990-000589-0 E Marneau & Neumann 90 04 24 57 927 1990-000590-0 E Charles Bailey 90 04 10 57 928 1990-000591-0 E Seitz, Dallas 90 03 22 57 929 1990-000592-0 E A.H.F.C. 90 05 07 57 931 1990-000593-0 E A.H.F.C. 90 05 07 57 933 1990-000594-0 E Kroon, Karl & Marie 90 04 30 59 381 1990-001280-0 E Hribernick, Martin & Arlita 90 08 30 59 382 1990-001281-0 E Lindsey, Dale & Carol Ann 90 10 02 59 383 1990-001282-0 E Lindsey, Dale & Carol Ann 90 10 02 59 384 1990-001283-0 E Lindsey, Dale & Carol Ann 90 10 02 59 385 1990-001284-0 E Lindsey, Dale & Carol Ann 90 10 02 59 386 1990-001285-0 E Cluff, Michael G. & Wanda M. 90 08 21 59 917 1990-001561-0 E Knopik, Randy & Shelly 91 27 03 60 778 1991-000378-0 E Young, Robert 91 04 11 60 820 1991-000401-0 E Lindsey, Dale & Carol Ann 91 05 30 61 278 1978-000615-0 E Reed, Harry & Lowen, E. Ann 90 11 10 61 280 1991-000616-0 E Bardarson, Blaine 90 10 17 61 281 1991-000617-0 E McCracken, James E. 92 02 11 63 857 1992-000149-0 E Hough, Edith 92 02 25 63 956 1992-000197-0 E Hough, Edith 92 02 25 63 960 1992-000198-0 E Hough, Edith 92 02 25 63 964 1992-000199-0 E Radner, Patrick Joseph 92 03 09 64 76 1992-000254-0 E Rickard, Hubert E. Jr. 92 04 06 64 274 1992-000354-0 E Rickard, Hubert E. Jr. 92 03 25 64 278 1992-000355-0 E Harbor View Partnership 92 03 20 64 303 1992-000368-0 E Harbor View Partnership 92 03 20 64 306 1992-000369-0 E Mindenbergs, Juris 92 04 21 64 438 1992-000432-0 E Easter, Louis 92 04 21 64 442 1992-000434-0 E Brockman, John G. 92 04 21 64 446 1992-000435-0 539 TYPE E FROM DATE SIGNED 92 04 21 BOOK 64 PAGE 450 Document ID Brockman, John G. 1992-000436-0 E Brockman, John G. 92 04 21 64 454 1992-000437-0 E Dieckgraeff, Frank & Barbara 92 04 21 64 458 1992-000438-0 E Fouts, David R. & Linda L. 92 04 21 64 461 1992-000439-0 E afognaklogging 92 05 13 64 634 1992-000518-0 E afognak logging 92 05 13 64 636 1992-000519-0 E Hoogland, John & Joann 91 10 09 64 638 1992-000520-0 E Pruitt, James T. 92 05 13 64 640 1992-000521-0 E Wisniewski, Timothy J. 92 05 06 64 714 1992-000555-0 E Stallings, Elaine 92 05 04 64 718 1992-000556-0 E Lynch, Donald & Maxine 92 05 13 64 723 1992-000557-0 E Murawsky, Beulah 92 05 13 64 727 1992-000558-0 E Gillespie, Dale 92 06 04 65 124 1992-000752-0 E Anderson, Dean & Susan 92 05 15 65 128 1992-000753-0 E Stallings/Fuzzard 92 06 17 65 327 1992-000852-0 E Flanagan, Mark & Jennifer Waaben 92 07 14 65 391 1992-000887-0 E Resurrection Bay Baptist Church 92 07 12 65 393 1992-000888-0 E Urbach, Larry & Dorothy 92 07 17 65 737 1992-001035-0 E D&J Const Inc. & Robert W Bingman 92 06 26 65 739 1992-001036-0 E Zimmerman, Philip 92 05 29 65 743 1992-001037-0 E Hoogland, John & Joann 92 08 18 65 900 1992-001123-0 E Clark, Stirrat 92 09 10 65 902 1992-001124-0 E Lind, Wilma & Ronald Lind 92 1130 66 639 1992-001603-0 E Lind, Wilma 92 11 04 66 643 1992-001604-0 E Lind, Wilma 92 11 04 66 646 1992-001605-0 E Martin, Laron P. Jr. & Patricia 92 11 06 66 649 1992-001606-0 E Woodson, George Bury Revocable 93 03 11 67 782 1993-000380-0 E VanDriessche, Yvon & Janet 93 05 26 68 636 1993-000793-0 E Sorenson, Christian and Mildred 93 07 15 68 641 1993-000794-0 E Walker Thomas and Dona 93 07 15 68 644 1993-000795-0 E Merritt, William & Emma 93 07 02 68 840 1993-000897-0 E Langlois, Russel & Joan 93 07 27 68 844 1993-000898-0 540 TYPE E FROM DATE SIGNED 93 10 01 BOOK 69 PAGE 984 Document ID Schafer, Albert 1993-001421-0 E Schafer, Albert 93 10 01 69 988 1993-001-422-0 E Schafer, Albert 93 10 01 69 991 1993-001423-0 E Kumin, Jonathon & Linda 93 11 01 70 377 1993-001612-0 E Lohman, Nancy 94 08 30 70 380 1993-001613-0 E Strutz, Richard & Beverly 93 03 09 70 383 1993-001614-0 E Walker, Kevin & Jeanne 93 02 16 70 386 1993-001615-0 E Bardarson, Blaine & Jean 93 02 16 70 389 1993-001616-0 E Perata, Bacci G. & Bonnie 93 09 17 70 392 1993-001617-0 E Olson, Jerry & Susan 10 10 25 2001-000193-0 E Gillespie, Thomas 93 02 16 70 395 1993-001618-0 E Spalding, Harold & Mary 93 03 24 70 398 1993-001619-0 E Hoel, Douglas 93 02 16 70 401 1993-001620-0 E Schmidt, George R. III 93 03 12 70 404 1993-001621-0 E Bayer, Alvin D. 93 06 29 70 407 1993-001622-0 E Quirk, Timothy & Melody 93 05 27 70 410 1993-001623-0 E Lyness, Marvin D. 93 04 13 70 413 1993-001624-0 E Williams, Lois A. 93 03 30 70 416 1993-001625-0 E Olive Children Trust 93 03 24 70 418 1993-001626-0 E Van Deusen, Michael R. & Patricia A. 93 10 15 70 986 1994-000073-0 E Van Deusen, Michael R. & Patricia A. 93 10 15 70 989 1994-000074-0 E Van Deusen, Michael R. & Patricia A. 93 10 15 70 992 1994-000075-0 E Armstrong, Gabrielle B. 93 10 15 70 995 1993-000076-0 E snowden bradley 94 04 20 70 998 1994-000077-0 E Border, James & MCCracken, Jim 93 08 06 71 881 1994-000437-0 E Madison Willis & Jane 94 04 07 71 886 1994-000438-0 E Peters, Darlene 93 08 24 71 889 1994-000439-0 E Walker, George T. Jr. 93 08 05 71 914 1994-000450-0 E Harrison, Hollis Preston 93 08 16 71 917 1994-000451-0 E Cates, Vernon and Grace 93 08 01 71 920 1994-000452-0 E Webb, Dale 93 08 10 71 923 1994-000453-0 E Sears, John and Gloria 93 11 10 71 926 1994-000454-0 E Maddock, Alice 93 08 15 71 929 1994-000455-0 E Amen Can Construction Ltd. 94 04 01 72 841 1994-000871-0 E Perry, Calvin 94 04 14 72 844 1994-0008722-0 E Pfisterer, Robert and William 94 04 12 72 847 1994-000873-0 541 TYPE FRO '- PAGE Document ID E Bacon, Patty 94 10 06 74 684 1994-001748-0 E Amen Can Construction Ltd. 94 06 28 74 687 1994-001749-0 E Amen Can Construction Ltd. 94 09 30 74 691 1994-001750-0 E Seward Commercial Enterprises 94 09 23 74 694 1994-001751-0 E Lau, Fred L & Margaret A. 94 10 12 74 696 1994-001752-0 E Kohr, Christina 94 09 14 74 698 1994-001753-0 E Marshall, Dan 94 06 27 74 701 1994-001754-0 E Magyar, Alexander B. & Susan 94 09 29 74 705 1994-001755-0 E Bardarson, Blaine & Jean 94 11 14 77 98 1995-000623-0 E Wards Cove Packing Company 95 04 26 77 99 1995-000624-0 E McCracken, James 95 05 03 77 101 1995-000625-0 E Booth, Charles R. & Doreen R. 95 04 24 77 103 1995-000626-0 E Paquette, Paul 95 05 10 77 126 1995-000633-0 E Lloyd, Denby & Diana 95 05 08 77 128 1995-000634-0 E Hardy, Ethel 95 05 10 77 130 1995-000635-0 E Paquette, Peter 95 05 11 77 132 1995-000636-0 E McCracken, James 95 05 10 77 135 1995-000637-0 Permit State of Alaska Dept of Revenue 95 05 19 77 160 1995-000650-0 E Scroggs, Lonnie & Leiselotte 95 06 18 77 954 1995-000929-0 E Hansen, William & Sherry 95 07 06 77 957 1995-000930-0 E Barkley, James & Kathleen 95 05 11 77 960 1995-000931-0 E Miller, Michael & Sherrie 95 05 10 77 962 1995-000932-0 E Lee, Kevin & Patti 95 08 16 79 536 1995-001663-0 E Kuller, Luther 95 10 31 79 539 1995-001664-0 E City of Seward & Marine Services 95 11 27 79 631 1995-001721-0 E Seward Marine Services 95 10 13 79 580 1995-001689-0 E City of Seward 96 02 09 80 644 1996-000305-0 E Kenai Peninsula Borough 96 02 29 80 769 1996-000364-0 E Amand Raymond and 96 0103 80 774 1996-000366-0 Susan E Booth/Burch/Glaser 96 05 22 81 908 1996-000872-0 E Sally Oberstein 96 05 15 81 911 1996-000873-0 E Ameri-can Construction Ltd. 96 07 31 82 830 1996-001323-0 542 TYPE E FROM DATE SIGNED BOOK PAGE Document ID Ludwig H & Linda K. Pflegar 96 08 07 82 832 1996-001324-0 E Ameri-can Construction Ltd. 96 07 31 82 835 1996-001325-0 E Seward Commercial Ent. 96 08 21 82 897 1996-001367-0 E Seward Commercial Ent. 96 08 21 82 899 1996-001368-0 E Seward Commercial Ent. 96 08 21 82 901 1996-001369-0 E Seward Commercial Ent. 96 08 21 82 903 1996-001370-0 E Seward Commercial Ent. 96 08 21 82 905 1996-001371-0 E City of Seward 96 09 23 83 405 1996-001600-0 E City of Seward 96 09 23 83 408 1996-001601-0 E City of Seward 96 09 23 83 411 1996-001602-0 E City of Seward 96 09 23 83 414 1996-001603-0 E City of Seward 96 09 23 83 417 1996-001604-0 E City of Seward 96 09 23 83 420 1996-001605-0 E City of Seward 96 09 23 83 423 1996-001606-0 E City of Seward 96 09 23 83 426 1996-001607-0 E City of Seward 96 09 23 83 429 1996-001608-0 E City of Seward 96 09 23 83 432 1996-001609-0 E City of Seward 96 09 23 83 435 1996-001610-0 E City of Seward 96 09 23 83 438 1996-001611-0 E City of Seward 96 09 23 83 441 1996-001612-0 E H. Willard Nagley II 96 09 11 83 571 1996-001660-0 E Julia L. Belli 96 09 03 83 574 1996-001661-0 E Juanita L Ankeny 96 10 04 84 55 1996-001887-0 E Windsong Alaska Properties, LLC 96 11 01 84 58 1996-001888-0 E Kenai Peninsula Borough 96 10 24 84 61 1996-001889-0 E Nathan Orr 96 12 06 84 771 1997-000077 E Nathan Orr 96 12 06 84 774 1997-000078 E Campbell, Ezra & Shirley 97 09 29 87 810 1997-001466-0 E North Pacific Rim Housing 97 09 10 87 813 1997-001467-0 E McCracken, James 97 08 01 87 816 1997-001468-0 E Renfro, Reelie & Sharon 97 12 01 88 841 1997-001949-0 E Renfro, Reelie & Sharon 97 12 01 88 845 1997-001950-0 E McCracken Jean, H. 97 11 24 88 849 1997-001951-0 E Murtha, Dorthy 97 11 12 88 853 1997-001952-0 E Wallace, Debra Jean (Titus) 98 06 30 92 310 1998-001255-0 543 TYPE",- E ' 1' li A ` 1 i 1 1' ' A 1 ocument 11 Burgess, James & Denise 98 07 16 92 313 1998-001256-0 E Robertson, Jay & Stephanie 98 07 21 92 316 1998-001257-0 E Osborn, Arthur Jesse Harlan 98 06 12 92 319 1998-001258-0 E McDonald, Jason & Twania 98 06 15 92 322 1998-001259-0 E Windsong Seward Properties, LLC 98 01 07 92 325 1998-001260-0 E James & Debra Wright 98 08 28 92 824 1998-001491-0 Access James & Debra Wright 98 08 28 92 827 1998-001492-0 E Spinelli 98 07 24 92 830 1998-001493-0 E Lodge, Dennis & Lydia Eleanor 98 09 30 93 320 1998-001734-0 E Ernst, Harry and Susan M. 98 11 30 94 502 1999-000063-0 E Green, Thomas F. 98 11 16 94 505 1999-000064-0 E Zimmerman, Philip F. 98 11 12 94 508 1999-000065-0 E Talamantes, Donna J. 98 12 01 94 511 1999-000066-0 E City of Seward 98 12 16 94 514 1999-000067-0 E Ronne, Marshall G. & Esther K. 99 02 01 94 864 1999-000231-0 REL Scott Janke, City Manager 99 01 07 94 867 1999-000232-0 E Harbor View Partnership 99 04 11 95 578 1999-000510-0 E Harbor View Partnership 99 04 11 95 581 1999-000511-0 E Harbor View Partnership 99 04 11 95 584 1999-000512-0 E Mindenbergs, Juris 99 05 18 96 463 1999-000819-0 E Kenai Fjords Tours, Inc (Scoby) 99 05 18 96 466 1999-000820-0 E Wagner, David & Marie 99 06 10 96 885 1999-01002-0 E Kenai Fjords Tours, Inc (Scoby) 99 05 18 96 888 1999-01003-0 E George, John & Sharon Treece 99 08 31 98 41 1999-001497-0 E Afognak Logging 99 08 27 98 44 1999-001498-0 E Afognak Logging 99 08 27 98 47 1999-001499-0 E Afognak Logging 99 08 27 98 50 1999-001500-0 E Holland, Donald E. 99 08 30 98 53 1999-001501-0 E Grizzell, Stephen R. & Colleen V. 99 09 01 98 56 1999-001502-0 E Grizzell, Stephen R. & Colleen V. 99 09 01 98 59 1999-001503-0 E Mattson, Gary L. 99 08 23 98 62 1999-001504-0 E Smith, Shirley M. 99 09 08 98 65 1999-001505-0 544 E ROM DATE SIGNED 99 09 16 BOOK 98 PAGE 68 Document ID Spinell Homes, Inc. 1999-001506-0 E Spinell Homes, Inc. 99 09 16 98 71 1999-001507-0 E Spinell Homes, Inc. 99 09 16 98 74 1999-001508-0 E Spinell Homes, Inc. 99 09 16 98 77 1999-001509-0 E Swenson Construction, Inc. 99 09 16 98 80 1999-001510-0 REL James T. Pruitt 00 08 31 102 206 2000-001293-0 E Steven C. and Winifred I. Leirer 00 09 07 102 340 2000-001344-0 E Larry L. Herdon & Fred W. Thompson 00 08 24 102 392 2000-001385-0 E Larry L. Herndon & Fred W. Thompson 00 08 24 102 395 2000-001386-0 E Mark A. Erickson 00 07 25 102 397 2000-001387-0 E Kimberly F. Wade 00 08 07 102 400 2000-001388-0 E Linda S Tims & Ross Odell 01 03 21 104 760 2001-000543-0 E North Pacific Rim Housing 00 09 18 104 763 2001-000544-0 E Michael R./Patricia A Van Dewsen 00 10 02 104 768 2001-000545-0 E Alaska Heritage Tours, Inc. 0107 20 106 632 2001-001160-0 E Chien-Kuo/Kelly Wright-Lo 01 07 18 106 634 2001-001161-0 E David & Lori Crane 01 08 13 107 924 2001-001594-0 E Chester & Carol S. Thorne 02 8 14 113 826 2001-001351-0 E Troy T. Sandviq 02 09 11 113 977 2001-001406-0 E Niklas or Cindy Ranta 02 09 11 113 981 2001-001407-0 E Niklas or Cindy Ranta 02 09 11 113 984 2001-001408-0 E Dennis & Theresa Butts 02 09 09 113 987 2001-001409-0 E Rickard, Hubert E. Jr. 02 12 06 115 990 2002-002035-0 E Patricia M Bacon ET Al 02 10 02 115 994 2002-002084-0 E Kenai Peninsula Brough 02 09 10 115 996 2002-002085-0 E Hardy, Ethel 02 11 20 116 3 2002-002087-0 E Michael O'Conner 02 09 18 116 2 2002-002086-0 E Allen McCarty 02 12 12 119 213 2003-000811-0 E Jepthy & Willie P Searcy 03 04 25 119 216 2003-000812-0 E Thomas L & Sharon Shirk 03 05 12 119 480 2003-000882-0 E Matt M & Charlotte Genovese 03 06 03 120 607 2003-001235-0 E Peter & Helen Ernst trustee of 2003 05 20 120 609 2003-001236-0 E Ameri-can Construction Ltd. 2003 06 05 120 612 2003-001237-0 545 TYPE E FROM DATE SIGNED BOOKAL PAGE Document ID Larry Herndon & Helene Herndon 03 06 11 120 614 2003-001238-0 E Qutekcak Native Tribe 03 06 12 120 616 2003-001239-0 E Dennis & Lydia Eleanor Lodge 03 06 19 122 299 2003-001682-0 E Fred E Farris & DeborahPeay 03 08 27 122 301 2003-001683-0 E George & April Tuthill 09 12 03 122 413 2003-001709-0 E Fackler, Max 80 10 23 - 1980-001025-0 E Moss, George & Gwendolyn 53 07 07 19R 316 Historic Record, Precinct Books E Ronne, Richard & Mabel 55 11 17 25R 4 Historic Record, Precinct Books E Garrett, Jack & Emma Lou 55 11 15 25R 6 Historic Record, Precinct Books E Petrovich, Jean Thorn 55 11 12 25R 17 Historic Record, Precinct Books E Ronne, Richard & Mabel 57 06 11 27R 278 Historic Record, Precinct Books E Sopee, H. Martin 57 12 02 28R 297 Historic Record, Precinct Books E Tuthill, George E. 58 02 24 28R 299 Historic Record, Precinct Books E Walsh, John & Vernita 59 06 29 31R 84 Historic Record, Precinct Books E Void -not used for over 5 yrs 62 09 05 34R 383 Historic Record, Precinct Books E Fox, Ronald E. & Gwendolyn L. 65 02 15 39R 101 Historic Record, Precinct Books E Petrovich, Alex & Jean Thorn 64 08 25 39R 109 Historic Record, Precinct Books E Faulkner, Mitchell & Linda 66 06 30 42R 186 Historic Record, Precinct Books E Baumgartner for Bartholma 66 06 30 42R 188 Historic Record, Precinct Books E Hodson, Neville F. & Francis C. 66 04 22 42R 190 Historic Record, Precinct Books E Wilmans, Margaret 66 07 11 42R 194 Historic Record, Precinct Books E Wallace, D.H. & Alice 65 11 01 42R 196 Historic Record, Precinct Books E White, Charles 65 10 25 42R 198 Historic Record, Precinct Books E Pollard, Clarence & Patsy 65 10 25 42R 200 Historic Record, Precinct Books E Lynch, Donald & Maxine 65 10 25 42R 202 Historic Record, Precinct Books E Wood, Fred & Elizabeth 65 10 26 42R 204 Historic Record, Precinct Books E Lantz, W.J. & Donna 65 10 29 42R 206 Historic Record, Precinct Books 546 TYPE E FROM DATE SIGNED BOO PAGE Document ID Kern & Wallace 65 11 01 42R 208 Historic Record, Precinct Books E Bogard, R.W. & Lotte 65 11 05 42R 210 Historic Record, Precinct Books E Corbin, Edwin 65 10 29 42R 212 Historic Record, Precinct Books E Rider, Raymond 65 11 24 42R 214 Historic Record, Precinct Books E Petrovich, Alex 65 10 27 42R 216 Historic Record, Precinct Books E Petrovich, Alex & Jean Thorn 66 05 27 42R 218 Historic Record, Precinct Books E Frank E. Settersten 66 04 18 42R 220 Historic Record, Precinct Books E Hardcastle & Baumgartner 65 11 05 42R 223 Historic Record, Precinct Books E J. H. Hawkins 65 11 19 42R 225 Historic Record, Precinct Books E Wood, Frank & Gloria 65 10 29 42R 227 Historic Record, Precinct Books Permit State of AK Dept of Hwys 66 10 31 43R 192 Historic Record, Precinct Books Permit State DOT/PF Permit A- 31-3-66 66 08 02 43R 27 Historic Record, Precinct Books Permit Ak Dept of Highways 67 03 01 44R 46 Historic Record, Precinct Books E McDonald, William 67 02 17 44R 51 Historic Record, Precinct Books E Clarke, Glen M. 67 09 15 44R 296 Historic Record, Precinct Books E Hartson, John R. 71 08 16 51R 269 1971-000653-0 E Uhrich, Linda Jo 71 08 03 51R 271 1971-000654-0 E Anderson, Joan V. 71 06 16 51R 273 1971-000655-0 E Clay, Frank 71 07 02 51R 275 1971-000656-0 E Johnson, Oscar & Isabel 71 07 02 51R 277 1971-00657-0 E Johnson, Oscar & Isabel 71 07 02 51R 279 1971-00658-0 E Johnson, Oscar & Isabel 71 07 02 51R 281 1971-000659-0 E Johnson, Oscar & Isabel 71 07 02 51R 283 1971-000660-0 E Johnson, Oscar & Isabel 71 07 02 51R 285 1971-000661-0 E Johnson, Oscar & Isabel 71 07 02 51R 287 1971-000662-0 E Johnson, Oscar & Isabel 71 07 02 51R 287 1971-00662-0 E Watson, EdithM. 71 07 26 51R 289 1971-000663-0 E Watson, Edith M. 71 06 29 51R 291 1971-000664-0 E Watson, Edith M. 71 06 29 51R 293 1971-000665-0 E Miller, George R. 71 06 07 51R 295 1971-000666-0 E Martin, Leon 71 06 08 51R 297 1971-000667-0 E Leirer, Henry Jr. estate and Leon Martin 71 06 23 51R 299 1971-000668-0 E Leirer, Henry Jr. estate of 71 06 23 51R 301 1971-000669-0 547 PAGE Document ID E Donahue, Benjamin H 71 06 29 51R 303 1971-000670-0 E Simpson, Don 71 06 30 51R 305 1971-000671-0 E Ostergaard, Bernard & Asta 71 07 26 51R 307 1971-000672-0 E Kirsch, Ernest & Mary Lou 71 07 26 51R 309 1971-000673-0 Permit ARRC Permit No. 5193 Supp #1 91 07 18 n/a Recorded Permit US Bureau of Public Roads 55 09 21 Not Recorded E Garrett, Emma Lou 57 07 03 Not Recorded E Gillespie, Ray & Annetta 58 11 18 Not Recorded Permit Ak Dept of Highways 70 01 27 Not Recorded E Hoogland, John & Joann 74 10 11 Not Recorded E Huss, Warren & Mary 82 10 15 Not Recorded Permit Ak Dept of Natural Resources 89 01 23 Not Recorded Permit AK DOT/PF 91 06 19 Not Recorded AK DOT/PF 94 07 08 Not Recorded Permit AK DNR 87 07 15 Not Recorded Permit AK DNR 66 06 20 Not Recorded E Albert Schafer 03 12 17 2004-000186-0 E McDonald Daniel 03 10 22 2004-000313-0 E James Unrein 04 01 15 2004-000312-0 E Vincent William & 03 10 22 2004-000314-0 Marsha E Doug lechner dba adventure investments 04 03 08 2004-000369-0 E Wilson, Lucky & Sharyn 04 08 31 2004-001695-0 E Masons 04 06 23 2004-001696-0 E Dieckgraeff, Frank & Barbara Jean 04 05 12 2004-001697-0 E Daley, Conelia 04 07 29 2004-001698-0 E Warner, George and Christian 04 08 16 2004-001699-0 E Jon & Tena Tippit 04 10 08 2004-001838-0 E Dieckgraeff Frank & Barbara 04 09 16 2004-001839-0 E Welch Sydney & Theresa 04 10 02 2004-001840-0 E B. Bardarson 01 10 27 2004-001915-0 E City of Seward 04 11 16 2004-001916-0 E L&J Enterprises Inc 04 02 23 2005-000296-0 E James and Laura Conant 05 03 01 2005-000297-0 E Sean & Tina McLean 05 04 26 2005-000816-0 E James and Laura Conant 05 04 25 2005-000817-0 548 TYPE E FROM DATE SIGNED 05 04 25 BOOK Document ID James and Laura Conant 2005-000818-0 E Afognak Logging 05 05 26 2005-000819-0 E Steve Schafer 05 05 26 2005-000820-0 E Afognak Logging 05 05 26 2005-000821-0 E Afognak Logging 05 05 26 2005-000822-0 E Afognak Logging 05 05 26 2005-000823-0 E Afognak Logging 05 05 26 2005-000824-0 E Afognak Logging 05 05 26 2005-000825-0 E Afognak Logging 05 05 26 2005-000826-0 E Afognak Logging 05 05 26 2005-000827-0 E Afognak Logging 05 05 26 2005-000828-0 E Afognak Logging 05 05 26 2005-000829-0 E Afognak Logging 05 05 26 2005-000830-0 E Kenai Peninsula Borough 05 06 14 2005-001033-0 E Gannaway 05 06 01 2005-001536-0 E Paulsteiner John 05 09 29 2005-001537-0 E Hearn William 05 09 12 2005-001538-0 E Afognak Construction 05 09 20 2005-001539-0 and Excavating E Afognak Construction 05 09 20 2005-001540-0 and Excavating E Jay and Catherine Bishop 05 04 28 2005-00815-0 E Coalaska / QAP 06 04 05 2006-000614-0 E Richard & Barbara Ericson 06 04 07 2006-000615-0 E Bart Elhard 06 03 29 2006-000616-0 E Lian & Sylvia Ingram 06 03 29 2006-000617-0 E Jacob Elhard 06 03 29 2006-000618-0 E Bart Elhard 06 10 15 2006-001660-0 E Todd & Lidia Petersen 06 08 30 2006-001661-0 E Dennis & Theresa Butts 06 08 31 2006-001662-0 E Marshall and Esther Ronne 06 10 26 2006-001663-0 E Joanne C. Hoogland 06 09 08 2006-001664-0 E Episcopal church 07 05 01 2007-000831-0 E Richard & Jane Swain 07 05 16 2007-000832-0 E Alexander McLain 07 06 07 2007-001198-0 E David & Jean Clem 07 08 30 2007-001199-0 MOU Hanrahan 07 10 08 2007-001450-0 E Jackson Ronald & Peggy 07 09 25 2007-001451-0 E C.I. & judith Snyder 07 09 25 2007-001452-0 E CIRI Alaska Tourism Corp 08 01 31 2008-000238-0 E Andrew Chayer 07 12 07 2008-000239-0 E Larry Kocur 07 01 16 2008-000240-0 549 TYPE E FROM DATE SIGNED 08 10 08 BOOK PAGE Document ID Leirer enterprises LLC 2009-000064-0 E Thomas A Buchannan 08 09 15 2009-000065-0 E Brittain Michael 08 09 15 2009-000066-0 E Arthur Ximenez 18 07 15 2009-000672-0 E Edward & Dana Klinkhart 08 06 19 2009-000673-0 E Dana Scott Rough 09 07 24 2009-000952-0 E Afognak Construction 09 11 10 2009-001570-0 and Excavating E Morning Star Ventures 09 10 08 2009-001571-0 E Kenneth Bruner 09 10 13 2009-001572-0 E Mary Anne Miller 09 09 01 2009-001573-0 E City of Seward 09 10 08 2009-001574-0 E Kenneth Bruner 09 10 13 2009-001576-0 E Lechner/Lindsay 09 12 31 2010-000011-0 E City of Seward 09 12 08 2010-000012-0 E Jacob Bridges 10 06 16 2010-001068-0 E James and Laura Conant 10 04 06 2010-001069-0 E CIRI Land Development company 10 05 27 2010-001070-0 E Reelie & Sharon Renfroe 10 05 18 2010-001071-0 E Mitchell Johnson 10 05 26 2010-001072-0 E Jerry & Susan Olson 10 10 25 2011-000193-0 E James and Betty Gilmore 10 09 21 2011-000194-0 E City of Seward 11 06 30 2011-000791-0 E City of Seward 11 06 30 2011-000792-0 E Douglas Fuller 12 06 05 2012-000668-0 E Steve & Maureen Lemme 12 06 04 2012-000669-0 E Methodist Church 12 06 06 2012-000670-0 E Kenai Peninsula Brough 12 09 19 2012-001062-0 E Carol Souza 12 09 27 2012-001184-0 E Thomas Tressler 12 10 01 2012-001185-0 E Dan L. Lowry 12 10 01 2012-001186-0 E Bugsy Giachino 12 10 01 2012-001187-0 E Mervin Broughton 13 04 24 2013-000582-0 E Victor Stoltz & Jackie woodruff 02 01 04 2013-000688-0 E Louis E. and Jonna L. Dick 02 01 04 2013-000690-0 E Louis E. and Jonna L. Dick 02 01 04 2013-000691-0 E Glenn and Pam Herman 02 01 04 2013-000736-0 E Robin & Julia Dykstra 13 07 02 2013-000794-0 E Johnson, Mitchell and Victoria 13 10 15 2013-001300-0 550 TYPE FRO E Elde Kaare P 13 10 14 2013-001299-0 E Outward Bound Holdco Inc 14 05 23 2014-000657-0 E Richard Worabel 14 07 15 2014-000740-0 E Richard Worabel 14 07 15 2014-000741-0 E Fisher, Nancy and Monte 14 07 07 2014-000742-0 E Philip Zimmerman 14 08 21 2014-001086-0 E Outward Bound Holdco Inc 15 03 10 2015-000183-0 E Thomas Ballentine 15 03 10 2015-000203-0 E John Buzdor 15 03 09 2015-000204-0 E The Allan H. Crary Trust 15 03 17 2015-000250-0 E Sassa Unrein 15 04 24 2015-000385-0 E James Unrein 15 04 29 2015-000386-0 E James & Virgina Allen 15 07 21 2015-000656-0 E Methodist Church 15 06 30 2015-000657-0 E Methodist Church 15 06 30 2015-000658-0 E Glasinov 15 07 11 2015-000709-0 E City of Seward 15 07 23 2015-000790-0 E City of Seward 16 04 15 2016-000413-0 E Bardarson, rolf 16 04 06 2016-000414-0 E Joanne Hoogland 16 04 06 2016-000415-0 E James and Betty Gilmore 16 04 20 2016-000416-0 E James and Betty Gilmore 16 04 20 2016-000417-0 E City of Seward 16 05 16 2016-000534-0 E Qutekcak 16 06 01 2016-000583-0 E Elizabeth Jones 16 06 20 2016-000632-0 E Samuel Young 16 07 11 2016-000727-0 E John W. Page 16 08 19 2016-001005-0 E Neal Haglund revocable trust 16 08 18 2016-001006-0 E Wendy Stallings 16 10 05 2016-001232-0 E Steve Leiner & Carol Laurie 16 09 22 2016-001233-0 E AK DNR 17 07 28 2017-000785-0 E City of Seward 17 11 30 2018-000649-0 E James T. Pruitt 18 01 01 2018-000917-0 Permit Alaska Div of Land and Water 88 08 01 51 859 1988-001381-0 Permit Alaska Div of Land and Water 00 11 06 102 912 2000-001634-0 E Allen, Virginia 12 05 16 2012-000552-0 E Kenai Peninsula Borough 05 06 14 2005-001034-0 E AK DNR 11 05 18 2011-000571-0 551 TYPE E FROM 4hpATE SIGNED 00 05 31 BOOK 101 PAGE 570 Document ID Crum Constance 2000-001008-0 E Montague Randy 00 06 01 101 568 2000-001007-0 E Dash Deloris 101 572 2000-001009-0 E Stefano Jacqueline 101 574 2000-001010-0 E Stefano Jacqueline 101 576 2000-001011-0 E Martin Lynda 101 578 2000-001012-0 E Martin Lynda 101 580 2000-001013-0 E Lang, Kenneth & Susan 101 582 2000-001014-0 E Hardy, Ethel 101 584 2000-001015-0 E Hardy, Ethel 101 586 2000-001016-0 E Hardy, Ethel 101 588 2000-001017-0 E Hardy, Ethel 101 590 2000-001018-0 E Hardy, Ethel 101 592 2000-001019-0 E Hardy, Ethel 101 594 2000-001020-0 E Hardy, Ethel 101 596 2000-001021-0 E Hardy, Ethel 101 598 2000-001022-0 E Linville, Robert 101 600 2000-001023-0 E Davis, Mike & Karen 101 603 2000-001024-0 E Hermann, Glenn & Pamela 101 606 2000-001025-0 E Faust, Harold & Susan 00 07 10 101 609 2000-001026-0 Rel Homeland Ent 05 10 21 2005-001724-0 Permit AK DNR 17 07 28 2017-00785-0 Permit AK DNR 87 07 15 2018-000308-0 Permit AK DNR 87 07 15 2019-000114-0 Permit AK DNR 65 04 02 2019-000117-0 Permit AK DNR 89 01 23 2019-000118-0 E AK DNR 20 01 10 2020-000039-0 E Shank, Shelly L 20 08 18 2020-000942-0 E Kendrick, John and Swander, Jennifer 20 08 08 2020-000944-0 E Campbell, Hunter 20 08 27 2020-000125-0 E Randall, Dorothy 20 09 08 2021-000129-0 E Tyree, Eugene Ray III 20 09 08 2021-000130-0 E Tarpey, Shirley and Richard 21 03 01 2021-000281-0 E Tarpey, Shirley and Richard 22 05 17 2022-000585-0 E Peterson, Cole 22 07 07 2022-000674-0 E Kenai Peninsula Borough 22 10 10 2022-001060-0 E City of Seward 22 09 22 2022-001147-0 E Leirer Enterprises - Steve Leirer & Carol Laurie 03 10 30 2003-002337-0 552 Schedule 4.08(f) — Encroachment [A list of exceptions to material improvements constituting part of the Real Property encroaching on real property owned or leased by a Person other than Seller.] Lawing Substation is on property owned by the State of Alaska which Seller is permitted to use. Dave's Creek Substation is on property owned by the State of Alaska which Seller is permitted to use. The Transmission Line is on property owned by others which Seller is permitted to use pursuant to either Permits (identified on Schedule 4.11(a)) or Easements (identified on Schedule 4.08(d)). 553 Schedule 4.12(b) — Environmental Permits None. Schedule 4.12(e) — Hazardous Materials 1. Kenai Peninsula Borough Solid Waste Transfer Facility 3200 Dimond Blvd Seward. 555 Schedule 4.12(g) — Environmental Reports 1. City of Seward Upgrade of Transmission Line Environmental Assessment (Nov. 1983). 556 Schedule 4.19(b) — Independent Contractors With limited in-house resources, Seward Electric System (SES) often utilizes independent contractors to fulfill personal service roles. Independent Contractor Services Performed Dryden & LaRue, Inc. Engineering design and construction services* Electric Power Constructors, Inc. Engineering design and construction services* Electric Power Services, Inc. Engineering design and construction services* AK Tree Service, LLC Right of Way tree clearing and removal Daymark Energy Advisors Consulting Brooke Estes Social Media and other Communications support Alaska Municipal Bond Bank** Financial Services Carmen Jackson CPA, LLC** Finance and Accounting Services Kent Dawson Company, Inc.** State Lobbying Services Robertson Monagle & Eastaugh, PC** Federal Lobbying Services Boyd, Chandler, Falconer & Munson, LLP* * Legal Services Altman, Rodgers & Co** Auditing Services Alaska Municipal League Joint Insurance Association, Inc.** Insurance Services The Bank of New York Mellon Trust Company* * Depositary services N. Harris Computer Corporation** Software license, Subscription services, support and maintenance, hosting services * The services provided by these companies are as -needed with varying rates depending on the specific need. * * Independent contractors that provide services to the City of Seward which also include services to or related to SES as noted in Schedule 1.01(a). 557 Schedule 4.20(a) — Employee Plans 1. Seward City Employees who are not subject to the bargaining agreement between the City and the International Brotherhood of Electrical Workers Local No. 1547 (IBEW) are eligible to participate in the Public Employees Retirement System (PERS). Full time employees and their dependents are also eligible for health insurance through Premera Blue Cross Blue Shield of Alaska. Employees are eligible for life insurance through Metropolitan Life Insurance Company. Employees are eligible for a supplemental 457 deferred compensation plan, administered by the International City/County Management Association and Colonial Life. All regular Employees, after completion of one (1) years' service equal to two thousand and eighty (2,080) hours, shall be paid Annual pay at the rate of one and a half percent (1.5%) of the employee's regular salary. Annual pay shall be paid once each year on the first pay day of December. 2. Employee plans for IBEW members are contained in Section 12.1 of the Agreement Covering Terms and Conditions of Employment Between City of Seward and Local 1547 International Brotherhood of Electrical Workers AFL-CIO, effective July 1, 2022 through June 30, 2025 (collective bargaining agreement). They include: i. Alaska Electrical Pension Fund (AEPF), and Alaska Electrical Workers Retirement Savings Plan (AEWRSP) trust funds. ii. Alaska Electrical Health and Welfare Trust Fund iii. AEWRSP of the Alaska Electrical Workers Pension Fund for the purpose of providing selected benefits to the employees covered by the agreement. IBEW members are eligible for the following bonus pursuant to Section 5.7 of the collective bargaining agreement, as follows: Active employees hired before January 1, 2008, shall receive, after one year's service (January 1-December 31), a longevity bonus in the amount of one percent (1%) of the employee's straight time rate of pay calculated at 2,080 hours. For accounting purposes, and so that the employee shall have an additional check at Christmas time, all longevity bonuses shall be paid once each year on the first pay day of December. Active employees hired after January 1, 2008, shall receive, after two year's service (each year being measured January 1-December 31), a longevity bonus in the amount of one percent (1%) of the employee's straight time rate of pay calculated at 2,080 hours. For accounting purposes, and so that the employee shall have an additional check at Christmas time, all longevity bonuses shall be paid once each year on the first pay day of December. 558 Schedule 4.20(d) — Multiemployer Plans Plans which could be subject to Title IV of ERISA, could be considered a "multiple employer welfare arrangement," could be considered a "multiple employer plan" or a voluntary employees' beneficiary association are set forth in Article 12 of the Agreement Covering Terms and Conditions of Employment Between City of Seward and Local 1547 International Brotherhood of Electrical Workers AFL-CIO, effective July 1, 2022 through June 30, 2025. They include: 1. The Alaska Electrical Pension Fund (AEPF), and Alaska Electrical Workers Retirement Savings Plan (AEWRSP) trust funds which were established pursuant to: 1) an agreement between the Union and the Alaska Chapter of the National Electrical Contractors Association, Inc.; and 2) that certain declaration of trust entered into by the aforesaid parties for the purpose of providing pension benefits for those persons covered by said agreement. 2. The Alaska Electrical Health and Welfare Trust Fund. 3. The IBEW Hardship and Benevolent Fund. City employees participate in Public Employees Retirement System (PERS), which could be considered a multiple employer plan. The City takes no position on the supplemental 457 deferred compensation plan, administered by the International City/County Management Association and Colonial Life, but discloses that it may be considered such a plan as well. 559 Schedule 6.18(a) — Non -Assignable Assets [A list of Assigned Contracts that require consent to assignment but if such consent cannot be obtained, such Assigned Contracts will not be assigned and will be managed pursuant to Section 6.18.] See "Need Authorization to Assign" tab on spreadsheet attached to Schedule 4.03 for permits and easements for which consent to assignment is required. 1. 2022 Wholesale Power Contract Between Chugach Electric Association, Inc. and the City of Seward d/b/a Seward Electric System (if Closing occurs prior to December 20, 2023). 2. Agreement for Joint Use of Facilities (2021 JU Agreement) between the City of Seward and Chugach Electric Association, Inc. 3. Bradley Lake Hydroelectric Project Power Sales Agreement dated as of December 8, 1987 as amended. 4. Agreement for Joint Use of Poles between Alascom, Inc. d/b/a AT&T Alaska and the City of Seward, Alaska effective August 15, 2022. 5. Joint Use Agreement between the City of Seward and General Telephone Company of Alaska dated October 8, 1984 as amended and assigned.' 6. Use Agreement between City of Seward and Seward Cablevision dated May 11, 1987 as amended and assigned.2 ' Note: Currently expired but expected to be renewed before Closing. z Note: Currently expired but expected to be renewed before Closing. 1 560 Homer Electric Association, Inc. Corporate Office 3977 Lake Street Homer, Alaska 99603-7680 Phone (907) 235-8551 FAX (907) 235-3313 Central Peninsula Service Center 280 Airport Way Kenai, Alaska 99611-5280 Phone (907) 283-5831 FAX (907) 283-7122 RESOLUTION 45.2023.06 PROPOSING AMENDMENTS TO THE BYLAWS TO CREATE A FOURTH VOTING DISTRICT FOLLOWING HEA'S ACQUISITION OF THE CITY OF SEWARD'S ELECTRIC SYSTEM WHEREAS, Homer Electric Association, Inc. ("HEA") has approved an Asset Purchase Agreement ("APA") for HEA's acquisition of the Seward Electric System that, pending approval of the Seward City Council, will be put before Seward voters in a special election scheduled for May 2, 2023; and WHEREAS, if the referendum on the sale of Seward's Electric System is successful, and the parties satisfy those conditions of closing set forth in the APA, HEA will acquire the Seward Electric System; and WHEREAS, the HEA Board of Directors has determined that Seward, based on its number of meters and geographic location, should be represented proportionate to its existing service area by one Director. NOW, THEREFORE; BE IT RESOLVED, that the Board of Directors of Homer Electric Association hereby directs that the attached amendment to the bylaws be submitted to the membership for a vote no later than the earlier of (i) the first regular election held after the acquisition closes; or (ii) one hundred twenty (120) days after the Closing Date as defined in the APA. Per the terms of the APA, should the amendment not be approved at the initial vote, it shall be submitted for approval annually for at least the following two (2) years. CERTIFICATION I, Jim Duffield, do hereby certify that I am the Secretary of Homer Electric Inc., and that the foregoing resolution was adopted at a regular meeting of the Board held on March 21, 2023, at which meeting a quorum was present. VIRI4:1 Id4r:5 wee el \ C11:*f'"::'- : L itt45 Duffield, Secret Association, of Directors, 561 RESOLUTION 45.2023.06, Proposing an Amendment to the Bylaws to Create a Fourth Election District Following HEA's Acquisition of the City of Seward's Electric System Page 2 of 2 Articles IV and XIII of the Bylaws are proposed to the Membership to be amended as follows: ARTICLE IV Directors Section 1. General Powers The business and affairs of the Cooperative shall be managed by a board of nine ten Directors which shall exercise all of the powers of the Cooperative except such as are by law, the Articles of Incorporation or these Bylaws, conferred upon or reserved to the members. Section 2. Election and Tenure of Office One Director from each voting district shall be elected each year by a plurality of the votes cast by the members receiving service in the voting district, for a three-year term, or until the Director's successor has been duly elected and shall have qualified as Director. The Director representing the fourth voting district representing Seward shall be elected every three years. No director shall serve more than three full terms consecutively. ARTICLE XIII Election Districts For the purpose of the election of Directors, the area served by the Cooperative shall be divided into four (4) three (3) voting districts. The three voting districts in existence on January 1, 2023, contain containing substantially the same number of meters for electric service and are so configured as to allow for relative simplicity in the administration of any election. An additional election district consisting of the legacy Seward Electric System service area contains roughly one third the number of meters the Cooperative's other three voting districts contain, and thus will be proportionately represented by one Director. On or before each third anniversary from July 1998 the Board shall fix the boundaries of each district. 562