Legislature(2015 - 2016)BUTROVICH 205

10/28/2015 09:00 AM Senate FINANCE

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* first hearing in first committee of referral
+ teleconferenced
= bill was previously heard/scheduled
+= SB3001 Presentation: Overview FY17 Operating Budget TELECONFERENCED
Heard & Held
Joe Dubler, VP Commercial Operations, Alaska
Gasline Development Corporation
Frank Richards, VP Engineering and Program
Management, Alaska Gasline Development Corp.
-- Recessed to 3:00 pm --
                 SENATE FINANCE COMMITTEE                                                                                       
                   THIRD SPECIAL SESSION                                                                                        
                     October 28, 2015                                                                                           
                         9:06 a.m.                                                                                              
                                                                                                                                
9:06:08 AM                                                                                                                    
                                                                                                                                
CALL TO ORDER                                                                                                                 
                                                                                                                                
Co-Chair  MacKinnon  called  the  Senate  Finance  Committee                                                                    
meeting to order at 8:49 a.m.                                                                                                   
                                                                                                                                
MEMBERS PRESENT                                                                                                               
                                                                                                                                
Senator Anna MacKinnon, Co-Chair                                                                                                
Senator Pete Kelly, Co-Chair                                                                                                    
Senator Peter Micciche, Vice -Chair                                                                                             
Senator Click Bishop                                                                                                            
Senator Mike Dunleavy                                                                                                           
Senator Lyman Hoffman                                                                                                           
Senator Donny Olson                                                                                                             
                                                                                                                                
MEMBERS ABSENT                                                                                                                
                                                                                                                                
None                                                                                                                            
                                                                                                                                
ALSO PRESENT                                                                                                                  
                                                                                                                                
Joe  Dubler, Vice  President  and  Chief Financial  Officer,                                                                    
Alaska   Gasline  Development   Corporation;  Senator   Gary                                                                    
Stevens;  Senator   John  Coghill;  Senator   Mia  Costello;                                                                    
Senator  Cathy   Giessel;  Representative   Shelley  Hughes;                                                                    
Representative  Liz Vasquez;  Representative Lora  Reinbold;                                                                    
Representative Andy Josephson;  Senator Charlie Huggins; Ken                                                                    
Vassar,  General   Council,  Alaska  Gasli   ne  Development                                                                    
Corporation;  Frank  Richards, Vice  President,  Engineering                                                                    
and   Program   Management,   Alaska   Gasline   Development                                                                    
Corporation;  Craig Richards,  Attorney General,  Department                                                                    
of Law; Representative Geran Tarr.                                                                                              
                                                                                                                                
PRESENT VIA TELECONFERENCE                                                                                                    
                                                                                                                                
Daniel   Fauske,  President,   Alaska  Gasline   Development                                                                    
Corporation;  Bruce  Tangeman,  Alaska  Gasline  Development                                                                    
Corporation.                                                                                                                    
                                                                                                                                
SUMMARY                                                                                                                       
                                                                                                                                
SB 3001   APPROP: LNG PROJECT and FUND/AGDC/SUPP.                                                                               
                                                                                                                                
          SB 3001 was HEARD and HELD in committee for                                                                           
          further consideration.                                                                                                
                                                                                                                                
SENATE BILL NO. 3001                                                                                                          
                                                                                                                                
     "An  Act  making  supplemental  appropriations;  making                                                                    
     appropriations    to     capitalize    funds;    making                                                                    
     appropriations  to the  general  fund  from the  budget                                                                    
     reserve  fund (art.  IX, sec.  17, Constitution  of the                                                                    
     State of Alaska) in accordance  with sec. 12(c), ch. 1,                                                                    
     SSSLA 2015; and providing for an effective date."                                                                          
                                                                                                                                
9:07:33 AM                                                                                                                    
                                                                                                                                
Co-Chair MacKinnon  queried the location of  Dan Fauske. She                                                                    
remarked  that  Mr. Fauske  was  a  decision maker  for  the                                                                    
project. She  also noted  that Bruce  Tangeman, who  was the                                                                    
finance  representative  for  the   project,  was  also  not                                                                    
present. She  stressed that Miles Baker,  the representative                                                                    
for Government Affairs was also not present.                                                                                    
                                                                                                                                
JOE  DUBLER, VICE  PRESIDENT  AND  CHIEF FINANCIAL  OFFICER,                                                                    
ALASKA GASLINE  DEVELOPMENT CORPORATION, explained  that Mr.                                                                    
Richards and he were asked  to present to the committee, and                                                                    
the other  mentioned individuals  were asked not  to testify                                                                    
in the meeting.                                                                                                                 
                                                                                                                                
Co-Chair MacKinnon  remarked that there were  several of the                                                                    
committee  members  were  able  to hear  an  update  on  the                                                                    
project  recently,   and  Mr.  Fauske  had   presented  some                                                                    
information at that time. There  were many questions that he                                                                    
had not yet answered to  the committee. She wondered who had                                                                    
asked that  Mr. Fauske  not attend  the meeting.  Mr. Dubler                                                                    
replied that  the attorney general  of the state  asked that                                                                    
Mr. Fauske not be in Juneau.                                                                                                    
                                                                                                                                
Co-Chair  MacKinnon  requested  an  email  be  sent  to  the                                                                    
attorney general  asking that he  be available  for upcoming                                                                    
hearings.                                                                                                                       
                                                                                                                                
Senator Olson queried the reasoning  behind the request that                                                                    
Mr. Fauske not  attend the meeting. Mr.  Dubler replied that                                                                    
he was not given a reason.                                                                                                      
                                                                                                                                
9:10:12 AM                                                                                                                    
AT EASE                                                                                                                         
                                                                                                                                
9:13:01 AM                                                                                                                    
RECONVENED                                                                                                                      
                                                                                                                                
9:13:22 AM                                                                                                                    
                                                                                                                                
Senator Bishop  remarked that the current  appropriation was                                                                    
the least amount of money for  the project. He felt that the                                                                    
principle decision-makers be present for the meetings.                                                                          
                                                                                                                                
Vice-Chair  Micciche felt  that  the  lack of  communication                                                                    
from the project leadership was frustrating.                                                                                    
                                                                                                                                
Senator Dunleavy  commented that alignment  and transparency                                                                    
were essential  to moving  the project  forward. He  did not                                                                    
feel that  there was current  alignment of the  project, and                                                                    
he did  not feel  there was  transparency. He  remarked that                                                                    
inhibiting  the  ability for  someone  to  be available  for                                                                    
questions was a major problem.                                                                                                  
                                                                                                                                
Co-Chair MacKinnon remarked that Mr.  Fauske is shown as the                                                                    
decision-maker   for   the    project   according   to   the                                                                    
organizational chart.                                                                                                           
                                                                                                                                
Senator Olson stressed that this  was a time-sensitive bill.                                                                    
He understood  that information  was sometimes  withheld due                                                                    
to  the fluidity  of some  current decisions.  He felt  that                                                                    
there was probably  a good reason to restrict  access to Mr.                                                                    
Fauske.  He shared  that he  was surprised  by the  attorney                                                                    
general's  decision, but  felt  that there  must  be a  good                                                                    
explanation for disallowing Mr. Fauske meeting attendance.                                                                      
                                                                                                                                
9:19:34 AM                                                                                                                    
                                                                                                                                
Co-Chair  MacKinnon  acknowledged  the  legislators  in  the                                                                    
room.                                                                                                                           
                                                                                                                                
Co-Chair Kelly  explained that Dan  Fauske was  an important                                                                    
figure in  the building. He  stressed that Mr. Fauske  was a                                                                    
talented  and respected  person. The  apprehension was  over                                                                    
concern with the attorney general.                                                                                              
                                                                                                                                
Senator Dunleavy remarked that  the attorney general was not                                                                    
above Mr. Fauske  in the organizational chart.  He felt that                                                                    
the AGDC board should have  some autonomy in the process. He                                                                    
wondered if the organizational chart may not be accurate.                                                                       
                                                                                                                                
Co-Chair MacKinnon shared that  Mr. Fauske and other members                                                                    
of AGDC  were available to  the House Finance  Committee the                                                                    
previous day. She  shared that she would  attempt to contact                                                                    
the attorney general or other members of AGDC.                                                                                  
                                                                                                                                
9:23:22 AM                                                                                                                    
RECESSED                                                                                                                        
                                                                                                                                
9:56:58 AM                                                                                                                    
RECONVENED                                                                                                                      
                                                                                                                                
9:57:33 AM                                                                                                                    
                                                                                                                                
DANIEL   FAUSKE,  PRESIDENT,   ALASKA  GASLINE   DEVELOPMENT                                                                    
CORPORATION (via teleconference), introduced himself.                                                                           
                                                                                                                                
Co-Chair MacKinnon stated  that there was a  letter from the                                                                    
governor  dated  October  14,   2015  (copy  on  file).  She                                                                    
encouraged the committee to review the letter.                                                                                  
                                                                                                                                
9:58:04 AM                                                                                                                    
AT EASE                                                                                                                         
                                                                                                                                
9:59:21 AM                                                                                                                    
RECONVENED                                                                                                                      
                                                                                                                                
9:59:29 AM                                                                                                                    
                                                                                                                                
Co-Chair  MacKinnon   stressed  that  the   legislature  was                                                                    
anxious to move  the AKLNG project. She  remarked that there                                                                    
was a point  where the oil was transmitted.  She stated that                                                                    
there was  a point  about the  information for  the session.                                                                    
She  explained  that  Governor Walker's  chief-of-staff  had                                                                    
been in contact with  Senate leadership, and had transmitted                                                                    
a  letter. She  stated that  the  letter had  asked for  all                                                                    
partners to  send everything through the  Attorney General's                                                                    
office.                                                                                                                         
                                                                                                                                
Mr. Dubler  discussed the presentation, "Alaska  LNG Project                                                                    
Participation" (copy on file).                                                                                                  
                                                                                                                                
Mr.  Dubler looked  at  slide 2,  "Authority  Granted in  SB
138":                                                                                                                           
                                                                                                                                
     AGDC  has  primary  responsibility  for  developing  an                                                                    
     Alaska LNG project on the  state's behalf [AS 31.25.005                                                                    
     (1)]                                                                                                                       
                                                                                                                                
     AGDC  may acquire  a direct  ownership interest  in any                                                                    
     component  of  an  Alaska  LNG  project  [AS  31.25.080                                                                    
     (a)(23)]                                                                                                                   
                                                                                                                                
     AGDC  may enter  into  contracts  related to  treating,                                                                    
     transporting,   liquefying   or   marketing   gas   -in                                                                    
     consultation with DNR and DOR [AS 31.25.080 (a)(24)]                                                                       
                                                                                                                                
     AGDC shall assist DNR and  DOR to [AS 31.24.005 (2) and                                                                    
     (3)]:                                                                                                                      
                                                                                                                                
          Maximize the value of the state's gas resources                                                                       
          Provide economic benefits in the state                                                                                
          Provide revenue to the state                                                                                          
                                                                                                                                
10:04:31 AM                                                                                                                   
                                                                                                                                
Senator  Dunleavy   surmised  that  AGDC  had   the  primary                                                                    
responsible to develop a project. Mr. Dubler agreed.                                                                            
                                                                                                                                
Senator  Dunleavy wondered  why it  was at  times confusing.                                                                    
Mr.   Dubler  replied   that  there   were  many   different                                                                    
components  of  the  project: ownership,  upstream,  royalty                                                                    
decisions, taxing authority, etc.                                                                                               
                                                                                                                                
Co-Chair  MacKinnon  looked  at  point 2,  and  wondered  if                                                                    
AGDC's  authority  was  implied   or  explicit.  Mr.  Dubler                                                                    
replied that the authority was  explicit. He deferred to Mr.                                                                    
Vassar.                                                                                                                         
                                                                                                                                
Co-Chair MacKinnon asked if the  AGDC authority was specific                                                                    
to  pipe. She  believed  that the  legal  memo outlined  the                                                                    
pipeline   facility.  She   wondered   if  TransCanada   was                                                                    
specifically  given the  pipe portion  of  the project.  She                                                                    
asked for further information about AS 31.25.080(a)(23).                                                                        
                                                                                                                                
KEN  VASSAR,  GENERAL  COUNCIL, ALASKA  GASLINE  DEVELOPMENT                                                                    
CORPORATION,   stated   that  AGDC's   pipeline   facilities                                                                    
acquisition   authority  included   the  pipe   itself.  The                                                                    
authority  was  considered  a  "power"   not  a  "duty."  He                                                                    
stressed that  AGDC had the  power to have ownership  of the                                                                    
pipeline portion of the facility.                                                                                               
                                                                                                                                
                                                                                                                                
Co-Chair  MacKinnon wondered  if AGDC  had the  authority to                                                                    
build the  pipeline. Mr. Vassar replied  in the affirmative.                                                                    
He explained  that AGDC had  the power to  develop, finance,                                                                    
and construct.  He stated that  AGDC had broad  powers aimed                                                                    
at a pipeline project, like AKLNG.                                                                                              
                                                                                                                                
Co-Chair MacKinnon queried whether  the powers were explicit                                                                    
or implied.  Mr. Vassar  responded that  it was  an explicit                                                                    
power.                                                                                                                          
                                                                                                                                
10:09:09 AM                                                                                                                   
                                                                                                                                
Co-Chair   MacKinnon    wondered   if   the    partner   had                                                                    
responsibility  for  the  pipe,  and whether  AGDC  had  LNG                                                                    
authority. Mr.  Vassar responded  that the  original concept                                                                    
stated that  the statute gave  AGDC considerable  breadth of                                                                    
power  to develop  and  acquire all  aspects  of a  pipeline                                                                    
project. He  remarked that AGDC was  directed to participate                                                                    
in the liquefaction plant, but  not in the midstream. It was                                                                    
a determination by the administration  for where they wanted                                                                    
to use AGDC's powers.                                                                                                           
                                                                                                                                
Co-Chair  MacKinnon  looked at  bullet  4  of slide  2,  and                                                                    
recalled that  the maximum  value at the  well head  was the                                                                    
responsibility of DNR.  She wondered how AGDC  would take on                                                                    
the role  in concert with  DNR. Mr. Dubler replied  that DNR                                                                    
had  the statutory  responsibility to  maximize the  state's                                                                    
gas  resources. He  stated  that AGDC  would  assist DNR  to                                                                    
maximize the value of the resource.                                                                                             
                                                                                                                                
Co-Chair  MacKinnon remarked  that there  was a  question in                                                                    
negotiating with  an overseas market.  She wondered  why the                                                                    
committee  should support  a marketing  team at  AGDC versus                                                                    
DNR. Mr. Dubler  replied that AGDC would only  assist DNR in                                                                    
the marketing.                                                                                                                  
                                                                                                                                
10:14:35 AM                                                                                                                   
                                                                                                                                
Senator  Bishop  felt  that a  developing  a  project  below                                                                    
budget,  which shipped  the gas  at the  cheapest price  per                                                                    
molecule to the state would maximize the gas value.                                                                             
                                                                                                                                
FRANK  RICHARDS,  VICE  PRESIDENT, ENGINEERING  AND  PROGRAM                                                                    
MANAGEMENT, ALASKA  GASLINE DEVELOPMENT  CORPORATION, agreed                                                                    
with Senator Bishop.                                                                                                            
                                                                                                                                
Co-Chair  MacKinnon asked  for more  information about  AGDC                                                                    
intending to  not participate in the  marketing. She queried                                                                    
the position  of AGDC regarding the  marketing assignment to                                                                    
DNR.  Mr.  Fauske replied  that  AGDC  had no  intention  to                                                                    
market  the  gas. He  remarked  that  there  was some  HB  4                                                                    
language from  a few years prior  regarding that assignment.                                                                    
There  was  also language  from  SB  138. He  stressed  that                                                                    
AGDC's principle role was to  decrease the capital costs. He                                                                    
remarked that  AGDC was charged  with the  responsibility to                                                                    
aggregate  the  instate  gas demand  for  the  citizens.  He                                                                    
stressed that it  was not an international  function for the                                                                    
overseas markets.                                                                                                               
                                                                                                                                
Vice-Chair Micciche looked at  the authorities granted in SB
138.   He  queried   the  definition   of  "component."   He                                                                    
specifically wondered  if the  word "component"  referred to                                                                    
gas  reserves. Mr.  Vassar replied  that gas  reserves would                                                                    
not be a component.                                                                                                             
                                                                                                                                
10:19:15 AM                                                                                                                   
                                                                                                                                
Vice-Chair  Micciche  wanted to  ensure  that  the new  AGDC                                                                    
subsidiary dealt only with the  Interior Energy Project. Mr.                                                                    
Vassar responded  that the subsidiary was  formed solely for                                                                    
the purpose of aggregating  and distributing gas for instate                                                                    
use. The language within the  creation of the subsidiary may                                                                    
have been more expansive than  the intention. He stated that                                                                    
expansive  language  was  a  more  traditional  approach  to                                                                    
creating a corporation, because  of the possibility of using                                                                    
the corporation for a different endeavor at a later date.                                                                       
                                                                                                                                
Vice-Chair Micciche  prefers a  narrower purpose  and powers                                                                    
to ensure  the focus of  the Interior Energy  Project (IEP).                                                                    
He  understood that  the state's  acquisition of  the assets                                                                    
associated with IEP  was an interim ownership.  He felt that                                                                    
the  formation  of  the  public  corporation  may  give  the                                                                    
impression  that AGDC  had a  longer term  plan. Mr.  Dubler                                                                    
explained that  the instate aggregator function  proposed by                                                                    
AGDC was  not solely  related to IEP.  The function  was for                                                                    
every community  along the pipeline  route that  want access                                                                    
to  the  gas.  The  aggregator was  intended  to  align  the                                                                    
communities, aggregate  the gas to demand,  and approach the                                                                    
producers  to  purchase  the  gas.   He  stressed  that  the                                                                    
aggregator was  intended to help  the facilities  access the                                                                    
natural gas.                                                                                                                    
                                                                                                                                
Vice-Chair Micciche noted that  there was a broad definition                                                                    
in Article 4, Section (a)                                                                                                       
                                                                                                                                
Co-Chair  MacKinnon   remarked  that   AGDC  had   formed  a                                                                    
subsidiary corporation.  She wondered if the  subsidiary had                                                                    
met the specific requirements set out in statute.                                                                               
                                                                                                                                
10:24:35 AM                                                                                                                   
AT EASE                                                                                                                         
                                                                                                                                
10:28:41 AM                                                                                                                   
RECONVENED                                                                                                                      
                                                                                                                                
10:28:58 AM                                                                                                                   
                                                                                                                                
Co-Chair MacKinnon  looked at the  letter from  the Governor                                                                    
dated October  14, 2015, which  stated that  presenters must                                                                    
be  brought to  Attorney General  Richards before  they were                                                                    
presented  to   the  legislative   body.  She   queried  the                                                                    
reasoning for that letter.                                                                                                      
                                                                                                                                
CRAIG  RICHARDS,   ATTORNEY  GENERAL,  DEPARTMENT   OF  LAW,                                                                    
explained  that  it was  the  governor's  intent behind  the                                                                    
letter.  He explained  that  he was  the  legal counsel  and                                                                    
represented  the  executive branch,  including  representing                                                                    
AGDC,  DNR, and  DOR. He  stressed that  the letter  directs                                                                    
materials be reviewed by the  Attorney General. He felt that                                                                    
it was  the appropriate  use of  legal counsel.  He remarked                                                                    
that  the project  required the  state  to act  more like  a                                                                    
commercial party.  He had fulfilled  that role  for hundreds                                                                    
of witnesses in his career.                                                                                                     
                                                                                                                                
Vice-Chair Micciche  wondered if  the legal  counsel allowed                                                                    
for  him  to  restrict  members  of  certain  agencies  from                                                                    
testifying before  the committee. Attorney  General Richards                                                                    
replied   that   it   may  be   considered   attorney-client                                                                    
privilege. He  felt it  best to  bring the  individuals that                                                                    
were most technically knowledgeable in the subject.                                                                             
                                                                                                                                
Vice-Chair  Micciche  felt  that  there seemed  to  be  some                                                                    
control over  the message. He remarked  that the legislature                                                                    
needed the  tools in  order to complete  the job.  He agreed                                                                    
with the  attorney general's  role, but  did not  agree with                                                                    
the  control  of   information.  Attorney  General  Richards                                                                    
explained that  he wanted the  individuals who  had prepared                                                                    
the presentation to  be available to the  committee. He felt                                                                    
that   those   individuals   had  the   greatest   technical                                                                    
knowledge. He  stated that he  had not instructed  anyone to                                                                    
appear via teleconference.                                                                                                      
                                                                                                                                
Senator Bishop  understood the  perspective of  the attorney                                                                    
general. He felt that there  could have been less confusion,                                                                    
had the  letter from  the governor  been distributed  to the                                                                    
committee on October 14.                                                                                                        
                                                                                                                                
10:34:37 AM                                                                                                                   
                                                                                                                                
Senator  Dunleavy felt  that  there were  many  gaps in  the                                                                    
information. He  felt that  the burden of  proof was  on the                                                                    
administration to provide information.  He remarked that the                                                                    
situation   was   prolonged,   because  of   the   lack   of                                                                    
information. Attorney General Richards agreed.                                                                                  
                                                                                                                                
Co-Chair MacKinnon  wondered if  the attorney  general would                                                                    
be  available  on  the  upcoming  Friday.  Attorney  General                                                                    
Richards replied in the affirmative.                                                                                            
                                                                                                                                
Senator Dunleavy  asked if Attorney General  Richards was in                                                                    
charge of  the project. Attorney General  Richards responded                                                                    
that he was not in charge  of the project. He stated that he                                                                    
was the lead lawyer on the project.                                                                                             
                                                                                                                                
Co-Chair  Kelly remarked  that there  was not  yet a  fiscal                                                                    
note attached  to the bill.  He requested a  standard fiscal                                                                    
note as  soon as possible. Attorney  General Richards agreed                                                                    
to  provide  that  information. He  wondered  if  he  should                                                                    
present the  Department of  Law's appropriation  during this                                                                    
meeting.                                                                                                                        
                                                                                                                                
Co-Chair  MacKinnon  stated that  he  could  provide a  high                                                                    
level overview now or at a later date.                                                                                          
                                                                                                                                
Co-Chair MacKinnon  asked if  Attorney General  Richards had                                                                    
signed   a  confidentiality   agreement  for   the  project.                                                                    
Attorney General Richards  replied that he had  not signed a                                                                    
confidentiality agreement for the project.                                                                                      
                                                                                                                                
Co-Chair  MacKinnon  surmised  that  he was  at  liberty  to                                                                    
discuss  most  of his  knowledge  of  the project.  Attorney                                                                    
General  Richards  disagree.  He   explained  that  he,  the                                                                    
governor,   and    the   commissioners   had    not   signed                                                                    
confidentiality  agreements. He  stated  that  there was  an                                                                    
understanding among the parties  that they would have access                                                                    
to the required information.                                                                                                    
                                                                                                                                
Co-Chair MacKinnon  asked that  he think about  his previous                                                                    
statement.  Attorney General  Richards replied  that he  had                                                                    
thought about his statement.                                                                                                    
                                                                                                                                
Co-Chair   MacKinnon   summarized  that   Attorney   General                                                                    
Richards had  been given  confidential information  in order                                                                    
to make decisions,  but he had not  signed a confidentiality                                                                    
agreement. Attorney General Richards agreed.                                                                                    
                                                                                                                                
Co-Chair   MacKinnon  wondered   if   that  was   acceptable                                                                    
behavior.  Attorney General  Richards  replied  that it  had                                                                    
been the function of the project for some time.                                                                                 
                                                                                                                                
Co-Chair MacKinnon  asked whether Attorney  General Richards                                                                    
was  aware that  Mr. Fauske  and others  were available  for                                                                    
testimony  in  House  Finance  the  previous  day.  Attorney                                                                    
General  Richards  responded  that   he  was  aware  of  the                                                                    
presence, but he did not listen to the meeting.                                                                                 
                                                                                                                                
Co-Chair  MacKinnon wondered  if  Attorney General  Richards                                                                    
had any knowledge  as to why they were  not available during                                                                    
the  current   Senate  Finance  meeting.   Attorney  General                                                                    
Richards  responded   that  he  had  no   knowledge  of  the                                                                    
reasoning.                                                                                                                      
                                                                                                                                
Senator  Bishop wondered  if there  was  a favored  nation's                                                                    
clause   in  the   agreement.   Attorney  General   Richards                                                                    
suggested that Senator Bishop request a similar agreement.                                                                      
                                                                                                                                
10:40:52 AM                                                                                                                   
                                                                                                                                
Vice-Chair  Micciche  felt  that Attorney  General  Richards                                                                    
could  be   considered  the  "people's   attorney  general."                                                                    
Attorney General Richards agreed.                                                                                               
                                                                                                                                
Vice-Chair Micciche  felt that  there were  firewalls placed                                                                    
between  the  legislature  and  the  executive  branch.  The                                                                    
firewalls  kept  the  legislature  from  making  appropriate                                                                    
decisions  that   supported  the   administration.  Attorney                                                                    
General Richards  replied that he represented  the executive                                                                    
branch, and he also represented the public.                                                                                     
                                                                                                                                
Co-Chair  MacKinnon queried  how  the  attorney general  was                                                                    
counsel  to AGDC,  and where  that statement  fell into  his                                                                    
description   to  Vice-Chair   Micciche.  Attorney   General                                                                    
Richards  replied that  he was  acting as  the AGDC  general                                                                    
counsel. He recalled that the  Department of Law represented                                                                    
AGDC in consultation with their corporate counsel                                                                               
                                                                                                                                
Co-Chair MacKinnon  shared that,  according to  statute, the                                                                    
attorney general would write  contracts. Therefore, she felt                                                                    
that a  confidentiality agreement  would be  requirement for                                                                    
negotiations.  She wondered  how  he  would facilitate  that                                                                    
role without  a confidentiality agreement.  Attorney General                                                                    
Richards  replied that  the agreement  with the  parties was                                                                    
that  the  commissioners,  the  attorney  general,  and  the                                                                    
governor did not need to sign confidentiality agreements.                                                                       
                                                                                                                                
Co-Chair Kelly  queried who  was in  charge of  the project.                                                                    
Attorney General  Richards stated  that the Governor  was in                                                                    
charge of the project.                                                                                                          
                                                                                                                                
10:46:07 AM                                                                                                                   
                                                                                                                                
Co-Chair Kelly disagreed that the  governor was in charge of                                                                    
the  project.  He  felt that  the  governor  was  ultimately                                                                    
responsible. He simply  wanted to know the  person who would                                                                    
run the project. Attorney General  Richards replied that the                                                                    
governor was in charge of the project.                                                                                          
                                                                                                                                
Co-Chair MacKinnon  felt that Attorney General  Richards was                                                                    
in  charge   of  the  project.  Attorney   General  Richards                                                                    
disagreed.  He   explained  that  he  was   responsible  for                                                                    
coordinating the witnesses for the special session.                                                                             
                                                                                                                                
Co-Chair MacKinnon  noted that all of  the presentations had                                                                    
been vetted through the  attorney general's office. Attorney                                                                    
General Richards responded that his  role as counsel was not                                                                    
one   of  "substantive   decision  maker."   He  coordinated                                                                    
presentations and  provided advice  to the clients  on their                                                                    
presentations.                                                                                                                  
                                                                                                                                
Senator  Dunleavy encouraged  the committee  to take  a long                                                                    
recess in the hopes that there could be discussions.                                                                            
                                                                                                                                
10:48:48 AM                                                                                                                   
                                                                                                                                
Co-Chair MacKinnon stated  that the testimony on  SB 138 was                                                                    
clear  regarding the  legislative  intent  for the  attorney                                                                    
general to  only serve as  AGDC counsel for  the development                                                                    
of  contracts only  related to  AKLNG.  She appreciated  the                                                                    
thoroughness  by which  the attorney  general  had acted  as                                                                    
counsel for the governor and the people of Alaska.                                                                              
                                                                                                                                
10:49:53 AM                                                                                                                   
                                                                                                                                
Senator Olson  queried the role  of Rigdon  Boykin. Attorney                                                                    
General  Richards replied  that Mr.  Boykin answered  to the                                                                    
governor  and Mr.  Fauske.  He stressed  that  the team  was                                                                    
collective and collaborative.                                                                                                   
                                                                                                                                
Senator  Olson  wondered if  the  head  of AGDC  could  fire                                                                    
Rigdon  Boykin. Attorney  General Richards  replied that  he                                                                    
had not  read the contract  with Mr.  Boykin, so he  did not                                                                    
know the answer.                                                                                                                
                                                                                                                                
Co-Chair MacKinnon  queried the number of  times the cabinet                                                                    
had met since  the governor was sworn  into office. Attorney                                                                    
General Richards guessed four or five times.                                                                                    
                                                                                                                                
Senator  Bishop felt  that the  organizational  chart was  a                                                                    
chain of command.                                                                                                               
                                                                                                                                
Co-Chair MacKinnon  felt that Attorney General  Richards had                                                                    
read  the professional  services contract.  Attorney General                                                                    
Richards  disagreed. He  stated  that he  did not  generally                                                                    
read all of the contracts.                                                                                                      
                                                                                                                                
Co-Chair  MacKinnon wondered  if Attorney  General Richards'                                                                    
name  would be  on the  contract. Attorney  General Richards                                                                    
replied that his name would not be on the contract.                                                                             
                                                                                                                                
Co-Chair MacKinnon  looked at the Articles  of Incorporation                                                                    
for the AGDC subsidiary. She  queried the purpose of the new                                                                    
subsidiary  corporation in  its  entirety. Attorney  General                                                                    
Richards replied  that he  was acting  as the  state's chief                                                                    
lawyer  in  the  AKLNG  negotiations,  which  included  some                                                                    
activities of  AKLNG and AGDC.  He had not been  involved in                                                                    
the establishment of  the subsidiary. He stated  that he had                                                                    
been  made aware  of the  subsidiary's establishment  on the                                                                    
previous day. He stressed that  he was not involved in every                                                                    
decision of a corporation.                                                                                                      
                                                                                                                                
Co-Chair  MacKinnon  noted  that the  presentations  to  the                                                                    
Senate  Finance  Committee  had been  elevated  to  Attorney                                                                    
General Richards'  level. Attorney General  Richards replied                                                                    
that,  at   the  request  of  the   governor,  materials  be                                                                    
coordinated through Attorney  General Richards substantively                                                                    
before presentation to the legislature.                                                                                         
                                                                                                                                
10:55:36 AM                                                                                                                   
AT EASE                                                                                                                         
                                                                                                                                
11:05:27 AM                                                                                                                   
RECONVENED                                                                                                                      
                                                                                                                                
11:06:20 AM                                                                                                                   
                                                                                                                                
Co-Chair   MacKinnon   wondered   why   AGDC   developed   a                                                                    
subsidiary,   under  what   authority  the   subsidiary  was                                                                    
established, and  the intent of  the subsidiary.  Mr. Fauske                                                                    
replied  that the  AGDC Board  had held  a meeting  based on                                                                    
this issue. He remarked that  the subsidiary was intended to                                                                    
begin the process  for which how the gas  would be delivered                                                                    
to  Alaskans.  The paperwork  was  filed  in response  to  a                                                                    
request from the board. He  stated that AGDC had prepared an                                                                    
instate gas demand  study, that should be  released soon. He                                                                    
stated that AGDC  had worked with DNR the  locations of off-                                                                    
take points for  instate gas use. He stated that  SB 138 and                                                                    
the  AKLNG   project  were   not  responsible   for  instate                                                                    
delivery. The offtake points would  be installed, but it was                                                                    
the responsibility of others to  determine how the gas would                                                                    
be distributed  to the citizens.  He stressed that  AGDC had                                                                    
stayed  within the  statutes  that  were originally  granted                                                                    
under   HB  4.   He  stated   that  the   language  of   the                                                                    
incorporation  had  been  taken straight  from  statute.  He                                                                    
stressed  that there  had  been no  activity  yet under  the                                                                    
subsidiary. He stressed that the  intention was to offer gas                                                                    
to the instate residents.                                                                                                       
                                                                                                                                
11:10:33 AM                                                                                                                   
                                                                                                                                
Co-Chair  MacKinnon  surmised  that  AGDC  would  accumulate                                                                    
molecules and be  prepared to sell the  molecules across the                                                                    
state. Mr. Fauske  replied that the subsidiary  would be the                                                                    
aggregator to collect  the molecules to ease the  use of the                                                                    
gas for the  entities. He stressed that the  process had not                                                                    
yet begun on the process.                                                                                                       
                                                                                                                                
Co-Chair  MacKinnon  requested  the meeting  date  that  the                                                                    
board made that  decision, so she could  check attendance at                                                                    
that   meeting.   Mr.   Fauske  agreed   to   provide   that                                                                    
information.                                                                                                                    
                                                                                                                                
Vice-Chair  Micciche stressed  that  legislative intent  was                                                                    
essential.  He  wondered  if the  subsidiary  precluded  the                                                                    
state  from acquiring  subservice reserves,  and becoming  a                                                                    
producer. Mr. Fauske deferred to  Mr. Vassar, but he did not                                                                    
believe that would ever be the case.                                                                                            
                                                                                                                                
In  response  to a  question  from  Co-Chair MacKinnon,  Mr.                                                                    
Fauske stated that  the decision to create  a subsidiary was                                                                    
made  at a  board meeting  on  September 23.  He quoted  the                                                                    
motion to  create the subsidiary. He  furthered that another                                                                    
corporation was  established that  could receive  the assets                                                                    
of TransCanada, if the legislation were to pass.                                                                                
                                                                                                                                
Co-Chair MacKinnon  wondered who was present  on the meeting                                                                    
date. Mr. Fauske replied that  the board of directors was in                                                                    
full attendance.                                                                                                                
                                                                                                                                
11:15:18 AM                                                                                                                   
                                                                                                                                
Co-Chair   MacKinnon  queried   the  names   of  the   state                                                                    
employees. Mr.  Fauske replied  that the  assistant attorney                                                                    
general, Jerry  Judet was in  attendance. Marsha  Davis, the                                                                    
deputy  chief   of  staff,  and  other   reporters  were  in                                                                    
attendance.                                                                                                                     
                                                                                                                                
Co-Chair  MacKinnon  wanted to  know  the  legal counsel  in                                                                    
attendance  that   was  requesting  the  formation   of  the                                                                    
subsidiaries.                                                                                                                   
                                                                                                                                
Mr.  Fauske  explained that  the  request  came from  Marsha                                                                    
Davis and Rigdon Boykin.                                                                                                        
                                                                                                                                
Co-Chair  MacKinnon  wondered  if  Ms.  Davis  and  Attorney                                                                    
General  Richards  requested  the subsidiaries.  Mr.  Fauske                                                                    
responded  in   the  affirmative.  He  furthered   that  the                                                                    
assistant attorney was present at the meeting.                                                                                  
                                                                                                                                
Co-Chair MacKinnon  felt like the attorney  general's office                                                                    
requested the  formation of  the subsidiary.  She understood                                                                    
that he may  not have reviewed the contract,  but she wanted                                                                    
to know  if Attorney General  Richards had knowledge  of the                                                                    
creation  of  the corporation.  She  stated  that she  would                                                                    
follow up with the attorney general at a later date.                                                                            
                                                                                                                                
Mr. Fauske asked for a  restatement of Vice-Chair Micciche's                                                                    
question.                                                                                                                       
                                                                                                                                
11:18:38 AM                                                                                                                   
                                                                                                                                
Vice-Chair  Micciche wondered  if  the subsidiary  precluded                                                                    
the state  from acquiring subservice reserves,  and becoming                                                                    
a producer. Mr. Fauske deferred to Mr. Vassar.                                                                                  
                                                                                                                                
Mr.  Vassar   responded  that  upon  the   creation  of  the                                                                    
subsidiary,  the language  was used  from AS  31.25.120. The                                                                    
statute  set  out  that  AGDC  had the  power  to  create  a                                                                    
subsidiary  corporation.   The  language  stated   that  the                                                                    
subsidiary  could   be  established   for  the   purpose  of                                                                    
acquiring natural  gas from  the North  Slope. He  read from                                                                    
the statute,  "making that natural  gas available  to market                                                                    
in the state."  He understood that there would  be a concern                                                                    
regarding owning gas or drilling  gas. He stressed that AGDC                                                                    
did not have  that power. The acquiring of the  gas was from                                                                    
other entities who  had the power to obtain the  gas. He did                                                                    
not believe that the subsidiary  allowed for AGDC to harvest                                                                    
gas from  the ground.  He stated  that AGDC  operated within                                                                    
the appropriated funds from the legislature.                                                                                    
                                                                                                                                
11:22:40 AM                                                                                                                   
                                                                                                                                
Vice-Chair  Micciche stressed  that  he  was presenting  the                                                                    
question to  protect the state's  interest, as a  25 percent                                                                    
partner with  AKLNG. He  stressed that  he wanted  to ensure                                                                    
that the state  did not compete against  itself. He wondered                                                                    
if an instate market include  a smaller export facility. Mr.                                                                    
Vassar replied that it was  not a supportable reading of the                                                                    
language. The  instate market referenced in  the statute was                                                                    
intended for actual use within  the state. He furthered that                                                                    
there could be  a business operating to  export natural gas,                                                                    
AGDC could provide  gas to that business  in state workings.                                                                    
He stressed that  the power did not  provide the possibility                                                                    
for export.                                                                                                                     
                                                                                                                                
Senator   Dunleavy   queried    AGDC's   position   on   the                                                                    
legislation.  He  specifically  wondered   if  AGDC  was  in                                                                    
supportive of the  bill as written. Mr.  Fauske replied that                                                                    
the board had  not yet discussed the bill,  because the bill                                                                    
had not been submitted at the  time of the most recent board                                                                    
meeting.  He stated  that there  had been  discussions about                                                                    
what they  believed the special session's  intent, including                                                                    
the purchase of the  TransCanada acquisition. He shared that                                                                    
the board  was intrigued  by the  idea, and  furthered that,                                                                    
pending  review  and  legislative approval,  the  board  was                                                                    
ready to  support the function.  He stressed that  there was                                                                    
no formal vote on their position on the legislation.                                                                            
                                                                                                                                
                                                                                                                                
Senator  Dunleavy  queried  Mr.  Fauske's  position  on  the                                                                    
legislation. Mr.  Fauske responded  that he liked  the bill.                                                                    
He stressed  that the issue  was really a  finance question.                                                                    
He remarked that  there must be a  great consideration about                                                                    
the intensity  of the risk  that Alaska will  undertake with                                                                    
this acquisition.                                                                                                               
                                                                                                                                
Co-Chair MacKinnon  wondered if Mr. Fauske  was available to                                                                    
join the  meeting later  in the day.  Mr. Fauske  replied in                                                                    
the affirmative.                                                                                                                
                                                                                                                                
11:29:26 AM                                                                                                                   
RECESSED                                                                                                                        
                                                                                                                                
3:03:43 PM                                                                                                                    
RECONVENED                                                                                                                      
                                                                                                                                
3:04:53 PM                                                                                                                    
                                                                                                                                
Co-Chair  Kelly remarked  that there  were many  discussions                                                                    
about who exactly was in  charge on the project. He wondered                                                                    
if  Mr. Fauske  had the  power  to fire  Rigdon Boykin.  Mr.                                                                    
Fauske replied in the affirmative.                                                                                              
                                                                                                                                
Co-Chair MacKinnon queried the  number of subsidiaries under                                                                    
AGDC.  Mr. Fauske  replied  that there  were  two under  the                                                                    
Articles of Incorporation.                                                                                                      
                                                                                                                                
Co-Chair MacKinnon surmised  that there were a  total of two                                                                    
subsidiaries in AGDC. Mr. Fauske agreed.                                                                                        
                                                                                                                                
Co-Chair MacKinnon wondered if there  had been a request for                                                                    
more subsidiaries.  Mr. Fauske responded that  there were no                                                                    
current requests for more subsidiaries.                                                                                         
                                                                                                                                
Co-Chair  MacKinnon  speculated  that   the  board  had  not                                                                    
directed  AGDC  to  create  more  subsidiaries.  Mr.  Fauske                                                                    
replied in the affirmative.                                                                                                     
                                                                                                                                
Co-Chair   Kelly  noted   that   one   subsidiary  was   the                                                                    
aggregator,  and   he  asked  the  purpose   of  the  second                                                                    
subsidiary.  Mr.  Fauske  responded  that  that  the  second                                                                    
subsidiary   would   hold  TransCanada's   interests   after                                                                    
purchase.                                                                                                                       
                                                                                                                                
Vice-Chair  Micciche  wondered if  the  full  board had  the                                                                    
opportunity to vote on the  formation of the subsidiary. Mr.                                                                    
Fauske replied that  it was a unanimous vote  to approve the                                                                    
subsidiary.                                                                                                                     
                                                                                                                                
Co-Chair  MacKinnon asked  if AGDC  was  charged to  finding                                                                    
instate natural  gas. Mr. Fauske  replied that AGDC  was not                                                                    
looked for  natural gas, but  were interested  in delivering                                                                    
the gas to Alaskans.                                                                                                            
                                                                                                                                
3:09:14 PM                                                                                                                    
                                                                                                                                
Co-Chair MacKinnon  shared that  she had been  informed that                                                                    
AGDC had  been soliciting gas  for over 10 billion  bcf. She                                                                    
queried  the  purpose of  that  amount  of gas.  Mr.  Fauske                                                                    
responded that he was not aware of that issue.                                                                                  
                                                                                                                                
Co-Chair MacKinnon  wondered if  AGDC was seeking  gas sales                                                                    
contracts that would exceed the  use of instate natural gas.                                                                    
Mr.  Fauske  replied  that  AGDC was  not  engaged  in  that                                                                    
activity.                                                                                                                       
                                                                                                                                
In response  to a question  from Co-Chair Kelly,  Mr. Fauske                                                                    
stated that the vote was 5  to zero for the formation of the                                                                    
subsidiary. He  explained that there were  two board members                                                                    
who were not present for the vote.                                                                                              
                                                                                                                                
Mr. Dubler looked  at slide 2, and stated that  he was happy                                                                    
to answer questions.                                                                                                            
                                                                                                                                
Mr.  Dubler  highlighted slide  3,  "AGDC's  Role in  Alaska                                                                    
LNG":                                                                                                                           
                                                                                                                                
     Signatory to the Joint Venture Agreement governing the                                                                     
     Alaska LNG project                                                                                                         
                                                                                                                                
     Hold the state's 25 percent equity interest in the LNG                                                                     
     facility (downstream component) of the integrated                                                                          
     project                                                                                                                    
                                                                                                                                
     Member of the Sponsor Group, Management Committee                                                                          
     (ManCom) and the Project Steering Committee (PSC)                                                                          
                                                                                                                                
     Participate in integrated project decisions                                                                                
                                                                                                                                
     Participate in commercial negotiations related to                                                                          
     marketing, expansion, third-party access and domestic                                                                      
     gas supply                                                                                                                 
                                                                                                                                
     Plan and develop off-takes for in-state gas deliveries                                                                     
                                                                                                                                
3:14:40 PM                                                                                                                    
                                                                                                                                
Senator  Dunleavy queried  the number  and locations  of the                                                                    
offtakes. He  remarked that the  pipeline would  run through                                                                    
his district.  Mr. Dubler  replied that  he was  certain for                                                                    
three offtakes: Fairbanks, Big Lake,  and Nikiski. The other                                                                    
offtakes faced  the issue of  the cost  of the kit,  and the                                                                    
cost of the pipe to run the spur line to the community.                                                                         
                                                                                                                                
Senator Dunleavy  wondered if there were  five offtakes. Mr.                                                                    
Dubler  replied that  the bill  required a  minimum of  five                                                                    
offtakes, but  it was a matter  of whether there was  a need                                                                    
for more use as the project was agreeable to more offtakes.                                                                     
                                                                                                                                
Senator  Dunleavy   queried  the   estimated  cost   of  the                                                                    
offtakes. He  remarked that the more  offtakes increased the                                                                    
cost  of  the  project.  Mr.  Richards  explained  that  the                                                                    
offtake kit  was originally grouped  into four  sizes, based                                                                    
on the volume  of gas to be taken off  the line. The offtake                                                                    
kits   ranged  from   $13  million   to  $38   million.  The                                                                    
transmission lines  would be an  additional cost,  which did                                                                    
not  include   local  distribution  and  inclusion   in  the                                                                    
communities.                                                                                                                    
                                                                                                                                
Vice-Chair Micciche  assumed that  the price of  the offtake                                                                    
costs  included  pressure  regulation and  odorization.  Mr.                                                                    
Richards replied in the affirmative.                                                                                            
                                                                                                                                
3:19:12 PM                                                                                                                    
                                                                                                                                
Vice-Chair  Micciche  remarked  that  the  original  special                                                                    
session  call   included  a  gas   reserves  tax,   but  was                                                                    
subsequently eliminated  due to  letters from  producers. He                                                                    
wondered if AGDC had a role  in negotiating of the gas sales                                                                    
agreements,  whether  those  producers would  withdraw  from                                                                    
AKLNG. Mr. Dubler asked for a restatement.                                                                                      
                                                                                                                                
Vice-Chair Micciche  stated that  the original call  for the                                                                    
special session included  a gas tax, but  the producers sent                                                                    
letters. He wondered  if AGDC had a role  in negotiating the                                                                    
agreements. Mr.  Dubler replied that  AGDC was  not involved                                                                    
in the agreements.                                                                                                              
                                                                                                                                
Vice-Chair Micciche  surmised that AGDC had  no knowledge of                                                                    
the negotiations. Mr. Dubler replied  that AGDC was involved                                                                    
in the  withdrawal agreement to  the extent of  the purchase                                                                    
of TransCanada's share in AKLNG.                                                                                                
                                                                                                                                
Co-Chair  MacKinnon   queried  the  role  of   AGDC  in  the                                                                    
withdrawal negotiations.  Mr. Dubler  replied that  AGDC was                                                                    
in  the room  for  those negotiations,  but  AGDC had  broad                                                                    
powers to enter into agreements.                                                                                                
                                                                                                                                
Co-Chair MacKinnon  wondered whether AGDC would  be expected                                                                    
to be  a party and  signatory on the  withdrawal agreements.                                                                    
Mr. Vassar  replied that  AGDC had the  power to  involve in                                                                    
the negotiations,  but were not  necessarily expected  to be                                                                    
part of the negotiations.                                                                                                       
                                                                                                                                
Co-Chair  MacKinnon  wondered how  the  state  would not  be                                                                    
burdened  by too  much gas  that  may not  sell. Mr.  Vassar                                                                    
responded  that the  withdrawal  provision  stated that  the                                                                    
remaining parties  would have  expanded authority  under the                                                                    
agreement to take over the withdrawing party.                                                                                   
                                                                                                                                
3:25:24 PM                                                                                                                    
                                                                                                                                
Co-Chair MacKinnon stated that the  role of AGDC outlined in                                                                    
the   Heads  of   Agreement  (HOA)   (copy   on  file)   was                                                                    
specifically  related   to  the   LNG  portion   of  project                                                                    
expansion. She queried the names  of individuals within AGDC                                                                    
with  expansion  and  third party  negotiation  skills.  Mr.                                                                    
Dubler responded  that there  were various  individuals with                                                                    
the  related experience.  He stated  that  Dale Kleppin  had                                                                    
worked  for  many  years  with BP.  Lesil  Wilcox  also  had                                                                    
experience with  BP, and had  run the ASAP project  in 2010.                                                                    
Steve  Pratt  was a  commercial  analyst  at AGDC,  who  had                                                                    
worked extensively with the  Regulatory Commission of Alaska                                                                    
(RCA)  and small  communities. He  stated that  there was  a                                                                    
contractor on  Sussex Economic  Advisors related  to utility                                                                    
work.                                                                                                                           
                                                                                                                                
Co-Chair MacKinnon  wondered if anyone of  those individuals                                                                    
had worked on  a pipeline, or the  expansion agreements. Mr.                                                                    
Dubler  replied  that   he  did  not  believe   any  of  the                                                                    
individuals had worked on those aspects.                                                                                        
                                                                                                                                
Co-Chair MacKinnon  stressed that  the primary role  of AGDC                                                                    
was supposed to  be LNG, but there  were secured contractors                                                                    
for other  activities. She wondered  if there was  work plan                                                                    
to  commercialize  the  third party  expansion.  Mr.  Dubler                                                                    
replied that the  expansion would occur after  first gas and                                                                    
first  commercial operations.  At  that  point, the  company                                                                    
that  was running  the pipeline  would be  in charge  of the                                                                    
expansion.  He remarked  that there  was a  detailed project                                                                    
that dictated how an expansion would occur.                                                                                     
                                                                                                                                
3:30:03 PM                                                                                                                    
                                                                                                                                
Co-Chair  MacKinnon looked  at Appendix  A of  the HOA.  She                                                                    
read from the HOA:                                                                                                              
                                                                                                                                
     The potential expansion of any  component of the Alaska                                                                    
     LNG   Project,  excluding   the   modification  of   an                                                                    
     installed  Alaska  LNG  Project liquefaction  train  or                                                                    
     installation  of  a  new liquefaction  train  would  be                                                                    
     addressed  in the  agreements  to  be developed  during                                                                    
     Pre-FEED reflecting the following principles.                                                                              
                                                                                                                                
Co-Chair   MacKinnon  hoped   that   there   would  be   the                                                                    
appropriate personnel  to handle  the commercial  aspects of                                                                    
the  buyout.  Mr. Dubler  replied  that  AGDC was  currently                                                                    
negotiating the buyout agreements.                                                                                              
                                                                                                                                
Co-Chair  MacKinnon asked  what  expertise  was involved  in                                                                    
those  negotiations.  Mr.  Dubler  replied  that  there  was                                                                    
counsel that have worldwide LNG  experience; AGDC staff; and                                                                    
DOR who were involved in the negotiations.                                                                                      
                                                                                                                                
Mr.   Fauske  shared   that  TransCanada   was  willing   to                                                                    
contribute twelve seconded employees.                                                                                           
                                                                                                                                
Vice-Chair  Micciche wondered  if  the state  of Alaska  and                                                                    
AGDC  were aligned  on the  subject of  expansion and  third                                                                    
party  access. Mr.  Dubler replied  that AGDC  had supported                                                                    
DNR. He  stated that DNR  had led the effort  on negotiation                                                                    
and third  party access, as  the gas owner and  regulator in                                                                    
charge  of   overseeing  the  development  of   the  state's                                                                    
resources.                                                                                                                      
                                                                                                                                
Vice-Chair Micciche asked if the  state and AGDC had aligned                                                                    
principles. Mr. Dubler replied in the affirmative.                                                                              
                                                                                                                                
Co-Chair MacKinnon quoted page 21 of the HOA:                                                                                   
                                                                                                                                
     Any Alaska LNG party may initiate the process for                                                                          
     expansion of any component of the Alaska LNG Project.                                                                      
                                                                                                                                
Co-Chair MacKinnon queried AGDC's total budget.                                                                                 
                                                                                                                                
3:34:42 PM                                                                                                                    
                                                                                                                                
BRUCE TANGEMAN, ALASKA  GASLINE DEVELOPMENT CORPORATION (via                                                                    
teleconference), shared  that the  operating budget  for the                                                                    
instate  pipeline  corporate   side  was  approximately  $10                                                                    
million.  The AKLNG  participation component  was almost  $3                                                                    
million.                                                                                                                        
                                                                                                                                
Co-Chair  MacKinnon   announced  that  the   combined  state                                                                    
investment total AGDC budget  was approximately $13 million.                                                                    
Mr. Tangeman agreed.                                                                                                            
                                                                                                                                
Co-Chair  MacKinnon wondered  why AGDC  did not  have actual                                                                    
hired  commercial expertise  to  expand or  allow for  third                                                                    
party entry.  She understood that the  TransCanada secondees                                                                    
would  only be  employed by  AGDC  for a  limited period  of                                                                    
time. Mr. Fauske replied that  the project was not currently                                                                    
in the  midstream or upstream  portion. He stated  that AGDC                                                                    
was  assisting  DNR and  others  to  address different  size                                                                    
pipes; the right of way  access; and other issues. He stated                                                                    
that the discussion of hiring  new people was related to the                                                                    
successful  passage of  the current  bill, which  would then                                                                    
transfer the  work to AGDC.  He stressed that  the expansion                                                                    
was a key  negotiation at the commercial level  and with the                                                                    
administration  working on  the AKLNG  project. He  remarked                                                                    
that  that  there was  a  variety  of agreements,  including                                                                    
expansion.                                                                                                                      
                                                                                                                                
Co-Chair MacKinnon  stressed that TransCanada  currently had                                                                    
the  expansion  expertise, and  the  state  was proposing  a                                                                    
buyout of that  expertise. She understood that  AGDC was the                                                                    
recipient  of that  receipt.  Mr. Fauske  did  not hear  the                                                                    
question.                                                                                                                       
                                                                                                                                
Co-Chair MacKinnon  restated her  question. She  wondered if                                                                    
AGDC was the intended  recipient of the expansion expertise.                                                                    
Mr. Fauske replied in the affirmative.                                                                                          
                                                                                                                                
Co-Chair MacKinnon  wondered if  Mr. Fauske signed  the HOA.                                                                    
Mr. Fauske responded in the affirmative.                                                                                        
                                                                                                                                
3:38:39 PM                                                                                                                    
                                                                                                                                
Co-Chair MacKinnon  shared that  during Pre-FEED,  the state                                                                    
was  supposed  to  understand   expansion  and  third  party                                                                    
access. She wondered  if AGDC was prepared  to develop those                                                                    
commercial agreements. Mr. Fauske deferred to Mr. Dubler.                                                                       
                                                                                                                                
Mr. Dubler  responded that AGDC was  currently participating                                                                    
in those negotiation agreements. He  stated that there was a                                                                    
budgetary   differential  to   accommodate  the   buyout  of                                                                    
TransCanada, and to replace some of the TransCanada buyout.                                                                     
                                                                                                                                
3:39:32 PM                                                                                                                    
                                                                                                                                
Co-Chair  MacKinnon suggested  that AGDC  secure a  plan for                                                                    
securing  the commercial  expertise.  Mr.  Dubler agreed  to                                                                    
provide that information.                                                                                                       
                                                                                                                                
Mr. Fauske  remarked that Mr. Klepin  had been significantly                                                                    
involved in expansion discussions. Mr. Dubler agreed.                                                                           
                                                                                                                                
Mr.  Fauske  he  stressed  that   AGDC  had  the  commercial                                                                    
expertise, but agreed to enhance the system if so desired.                                                                      
                                                                                                                                
Co-Chair MacKinnon  queried the  number of  individuals from                                                                    
AGDC were  on the AKLNG  project team. Mr.  Richards replied                                                                    
that there would  be a slide that addressed  that number. He                                                                    
wondered if her desired number  was related to the governing                                                                    
structure and project delivery method.                                                                                          
                                                                                                                                
Co-Chair MacKinnon  stressed that  there were  partners that                                                                    
were  advancing the  AKLNG project.  She  wondered if  there                                                                    
were any  state employees  that had a  role on  the project.                                                                    
Mr. Richards  replied that AGDC  did not have anyone  on the                                                                    
project management  team, which  was led  by Steve  Butt and                                                                    
ExxonMobil.                                                                                                                     
                                                                                                                                
Co-Chair  MacKinnon  queried  the  reasoning  behind  AGDC's                                                                    
nonparticipation  on  the  management  teams.  Mr.  Richards                                                                    
responded  that  AGDC  was attending  the  meetings  of  the                                                                    
Project Steering Committee. He  explained that there were no                                                                    
individuals on  the project management team,  because at the                                                                    
time of  SB 138's passage,  AGDC's expertise was  focused on                                                                    
the ASAP  project. He stated  that after SB 138,  AGDC hired                                                                    
Fritz Cruzen  who had worked  with ConocoPhilips.  He stated                                                                    
that Mr. Cruzen had filled the expertise related to AKLNG.                                                                      
                                                                                                                                
3:44:52 PM                                                                                                                    
                                                                                                                                
Co-Chair MacKinnon asked  if all of the  team locations were                                                                    
in Alaska. Mr. Richards  replied that the project management                                                                    
team  was  a group  of  138  co-venture employees  who  were                                                                    
seconded on a temporary  basis, with headquarter in Houston,                                                                    
Texas.  He  furthered  that there  were  some  team  members                                                                    
located in the cities  of the major contracting development.                                                                    
He stated that  the pipeline portion of the team  was led by                                                                    
Willy  Parsons. He  stated that  the gas  treatment facility                                                                    
portion was led  by AECOM in Denver,  Colorado. He concluded                                                                    
that the LNG facilities was led in Houston.                                                                                     
                                                                                                                                
Co-Chair MacKinnon asked whether  Alaskans had traveled into                                                                    
the markets to witness the  happenings at the team level for                                                                    
AKLNG. She  felt that the  state may  not be as  involved as                                                                    
possible,  with  the   extensive  investment.  Mr.  Richards                                                                    
replied  that  Fritz  Cruzen was  on  the  Project  Steering                                                                    
Committee,   and   attended   meetings  across   the   major                                                                    
subproject groups.                                                                                                              
                                                                                                                                
Co-Chair   MacKinnon  wondered   if  there   was  a   missed                                                                    
opportunity to have Alaskans develop  the project outside of                                                                    
the  state. Mr.  Richards replied  that he  was asked  to be                                                                    
nominated in  the project management team.  He remarked that                                                                    
an individual was recently nominated.                                                                                           
                                                                                                                                
Vice-Chair  Micciche noted  that TransCanada  currently held                                                                    
two  leadership positions.  He wondered  if those  positions                                                                    
would shift after Alaska takes  over TransCanada's role. Mr.                                                                    
Richards replied  that the HOA outlined  that the assignment                                                                    
of individuals to the Project  Management Team was through a                                                                    
nomination  process. The  co-venture members  could nominate                                                                    
individuals who could  meet the job functions  and duties as                                                                    
outlined.  He  stated  that  AGDC  could  nominated  skilled                                                                    
individuals to  those positions. He shared  that the Project                                                                    
Management Team desired AGDC representation.                                                                                    
                                                                                                                                
3:50:00 PM                                                                                                                    
                                                                                                                                
Vice-Chair Micciche wanted the  state to hold an appropriate                                                                    
level of  representation on the Project  Management Team. He                                                                    
wondered if  AGDC had a  similar goal. Mr.  Richards replied                                                                    
in the affirmative.                                                                                                             
                                                                                                                                
Senator Bishop  remarked that there  was some  concern about                                                                    
expertise.  He wondered  if the  legislature had  adequately                                                                    
funded the  AGDC budget, to  ensure the expertise.  He asked                                                                    
if there was  a possibility to recruit  the expertise, given                                                                    
the  current economic  climate.  Mr.  Richards replied  that                                                                    
AGDC originally  wanted to create a  bureaucracy, but rather                                                                    
utilize   the  resources   available   in   Alaska  in   the                                                                    
contracting arena.  He noted  that the  organizational chart                                                                    
showed  that  AGDC,  corporately,  had  a  small  number  of                                                                    
technical and  commercial personnel.  He stressed  that AGDC                                                                    
relied on the contracted expertise.                                                                                             
                                                                                                                                
Senator  Bishop  stressed that  AGDC  should  have the  best                                                                    
available personnel.                                                                                                            
                                                                                                                                
Senator   Olson   queried   the   difference   in   employee                                                                    
distribution  between   the  ASAP  project  and   the  AKLNG                                                                    
project. Mr.  Richards replied that,  at the time  of ASAP's                                                                    
inception, he  was the only  technical employee of  AGDC. He                                                                    
stated that  ASAP had built  a project management team  in a                                                                    
similar  function  as AKLNG.  He  stated  that ASAP  had  12                                                                    
senior  credentialed   technical  managers   with  worldwide                                                                    
construction, pipeline, and  arctic experience. He announced                                                                    
that  over  approximately  one   to  two  years  there  were                                                                    
approximately  1   million  labor  hours   expended  through                                                                    
approximately 220  individuals to  develop the  pipeline and                                                                    
treatment  facility.   He  explained  that,  on   the  AKLNG                                                                    
project, AGDC had  the one AKLNG employee:  Fritz Cruzen. He                                                                    
stated  that  there would  be  further  hired employees  and                                                                    
contractors to meet the needs starting at mid-stream.                                                                           
                                                                                                                                
3:55:15 PM                                                                                                                    
                                                                                                                                
Senator Olson  wondered if there  were any  current seconded                                                                    
employees.  Mr.  Richards  responded   that  there  were  no                                                                    
current seconded employees in the AKLNG project.                                                                                
                                                                                                                                
Senator Olson  noted that ASAP  had not had a  recent strong                                                                    
focus. He  felt that AGDC  did not have a  significant focus                                                                    
on AKLNG, with  only one person represented  on the Steering                                                                    
Committee. Mr. Richards responded that  the work on ASAP was                                                                    
significantly curtailed,  because the major work  effort was                                                                    
complete. He  remarked that ASAP had  highlighted activities                                                                    
that AGDC  would complete  that would be  of benefit  to any                                                                    
pipeline project. He stated that  there was additional field                                                                    
work and engineering for AKLNG.  He stressed that AGDC had a                                                                    
responsibility for  only the  LNG portion  of the  plant. He                                                                    
stressed that AGDC  had relied on Mr. Cruzen to  turn to the                                                                    
team of technical expertise in the contracting realm.                                                                           
                                                                                                                                
Mr.  Fauske  furthered that  Mr.  Cruzen  was available  for                                                                    
comment.                                                                                                                        
                                                                                                                                
Senator Dunleavy felt that the  major producers would retain                                                                    
their  most skilled  personnel. He  wondered how  AGDC would                                                                    
compete  with   those  skilled  individuals.   Mr.  Richards                                                                    
replied  that an  Alaska project  attracts individuals  that                                                                    
want  to be  involved. He  stated that  there were  some who                                                                    
were  nearing  the  end  of  their  careers  who  wanted  to                                                                    
experience Alaska.  He stressed that  Alaska was seen  as an                                                                    
important step,  because of  the magnitude  and significance                                                                    
of  the  AKLNG  project.  He stated  that  there  were  many                                                                    
extremely experienced individuals who had approached AGDC.                                                                      
                                                                                                                                
3:59:26 PM                                                                                                                    
                                                                                                                                
Mr.   Dubler  discussed   slide  4,   "Alaska  LNG   Project                                                                    
Participation":                                                                                                                 
                                                                                                                                
     AGDC holds State's interest in downstream: LNG                                                                             
     Facility                                                                                                                   
                                                                                                                                
     TransCanada holds State's interest in mid-stream:                                                                          
     Pipeline and GTP                                                                                                           
                                                                                                                                
Mr.   Dubler  highlighted   slide  5,   "Governance  Related                                                                    
Issues":                                                                                                                        
                                                                                                                                
     Equity Alignment: State's share of gas in the project                                                                      
     (25 percent) is not equal to its current equity in the                                                                     
     integrated project:                                                                                                        
                                                                                                                                
          State, through AGDC, holds 25 percent in the                                                                          
          downstream (LNG plant)                                                                                                
                                                                                                                                
          TC holds 25 percent in the midstream (pipeline                                                                        
          and GTP)                                                                                                              
                                                                                                                                
          State's resulting equity in the integrated                                                                            
          project is ~ 12.5 percent                                                                                             
                                                                                                                                
     Voting Rights: State doesn't have full voting                                                                              
     participation in all project decisions:                                                                                    
                                                                                                                                
          State, through AGDC, votes on downstream issues                                                                       
                                                                                                                                
          TC votes on mid-stream issues                                                                                         
                                                                                                                                
          If TC exits, AGDC would have full voting rights                                                                       
          on each project component and in all integrated                                                                       
          project decisions                                                                                                     
                                                                                                                                
Mr. Dubler  explained that the slide  showed some governance                                                                    
issues.                                                                                                                         
                                                                                                                                
Co-Chair  MacKinnon wondered  if  there  were any  decisions                                                                    
that  did   not  have  consensus   between  the   state  and                                                                    
TransCanada.  Mr. Dubler replied in the negative.                                                                               
                                                                                                                                
Co-Chair  MacKinnon  remarked  that Commissioner  Myers  had                                                                    
attempted to describe different  perspectives on casting the                                                                    
vote. She understood that,  originally, TransCanada would be                                                                    
kept, rather than the state  stepping into a political role.                                                                    
She queried an example of  how a future decision would place                                                                    
the  state  at  odds  with  a  good  business  decision  for                                                                    
TransCanada,  but  a  better decision  for  the  state.  Mr.                                                                    
Dubler did  not know of  any example, but agreed  to provide                                                                    
that information.                                                                                                               
                                                                                                                                
Co-Chair  MacKinnon   stressed  that   it  was   helpful  to                                                                    
understand  the  differing   interest  in  TransCanada.  Mr.                                                                    
Dubler remarked  that the state  was concerned  with keeping                                                                    
the costs  low. He stressed  that TransCanada had  not taken                                                                    
any cost risk.                                                                                                                  
                                                                                                                                
Co-Chair  MacKinnon shared  that  TransCanada was  extremely                                                                    
professional, and  had not severed  a relationship  with the                                                                    
state.                                                                                                                          
                                                                                                                                
4:05:04 PM                                                                                                                    
                                                                                                                                
Senator Bishop wondered if the  state would have full voting                                                                    
rights, upon  approval of  the bill.  Mr. Dubler  replied in                                                                    
the  affirmative, and  specified that  the state  would have                                                                    
the full 25 percent voting rights.                                                                                              
                                                                                                                                
Senator  Bishop asked  if  Mr. Fauske  would  be the  voting                                                                    
representative for  the state.  Mr. Dubler replied  that the                                                                    
voting  right,  depended on  the  issue.  He explained  that                                                                    
there  were  certain items  that  were  resolved at  various                                                                    
levels. He stated that the  important decisions at AGDC were                                                                    
governed by a strict protocol with the board.                                                                                   
                                                                                                                                
Senator  Bishop surmised  that more  than  one person  could                                                                    
cast  the   vote  depending  on  the   subject.  Mr.  Dubler                                                                    
responded that each  vote would have one  person voting, but                                                                    
there may be different people at each vote.                                                                                     
                                                                                                                                
Senator Bishop asked if the  problem would be addressed with                                                                    
the AGDC  board before  the problem  was addressed  with the                                                                    
project team. Mr. Dubler replied in the affirmative.                                                                            
                                                                                                                                
Co-Chair MacKinnon  looked at the organizational  chart. She                                                                    
wondered who  was voting and  who had voting  authority. She                                                                    
noted  that there  were four  decision makers  in the  chart                                                                    
plus the  governor at the  top of  the chart. She  wanted to                                                                    
understand  how  AGDC was  determining  who  would cast  the                                                                    
vote. She  wanted to know  who specifically was  casting the                                                                    
vote. She  wondered what would  occur if the AGDC  board did                                                                    
not agree with  the plan to buyout TransCanada.   Mr. Dubler                                                                    
replied that AGDC would vote "no."                                                                                              
                                                                                                                                
4:10:00 PM                                                                                                                    
                                                                                                                                
Co-Chair  MacKinnon asked  what  would happen  to the  AKLNG                                                                    
project, if  the board disagreed  with the plan.  Mr. Dubler                                                                    
replied that most of those items  did not have a vote in the                                                                    
project aspect.                                                                                                                 
                                                                                                                                
Co-Chair  MacKinnon   requested  the  flow  chart   for  the                                                                    
decisions. Mr. Dubler agreed to provide that information.                                                                       
                                                                                                                                
Vice-Chair  Micciche stressed  that  the  committee did  not                                                                    
want to  torture AGDC. He  stated that the  committee wanted                                                                    
to understand  who was voting and  who was in charge  of the                                                                    
project in the state.                                                                                                           
                                                                                                                                
Co-Chair   MacKinnon  agreed   with  Vice-Chair   Micciche's                                                                    
comments.                                                                                                                       
                                                                                                                                
4:15:11 PM                                                                                                                    
                                                                                                                                
Senator  Olson  felt that  there  was  a lack  in  technical                                                                    
qualifications  in AGDC.  Mr. Dubler  replied that  AGDC had                                                                    
qualified individuals, and agreed to provide resumes.                                                                           
                                                                                                                                
Senator  Olson   felt  there  had   to  be   more  qualified                                                                    
individuals.                                                                                                                    
                                                                                                                                
4:17:45 PM                                                                                                                    
AT EASE                                                                                                                         
                                                                                                                                
4:18:30 PM                                                                                                                    
RECONVENED                                                                                                                      
                                                                                                                                
4:18:43 PM                                                                                                                    
                                                                                                                                
Mr. Dubler highlighted slide 6, "Project Governance." The                                                                       
left box demonstrated the participants in the Sponsors                                                                          
Group.                                                                                                                          
                                                                                                                                
Mr. Richards discussed slide 7, "Project Management Team                                                                        
(PMT)." He stated that TransCanada currently had two                                                                            
individuals in the leadership structure of the PMT.                                                                             
                                                                                                                                
Mr. Richards looked at slide 8, "Project Management Team                                                                        
(PMT)."                                                                                                                         
                                                                                                                                
     Project Management Team (PMT) created by Alaska LNG                                                                        
     co-venture partners (CoVs) to lead day-to-day project                                                                      
     development                                                                                                                
                                                                                                                                
     PMT is led by ExxonMobil's Steve Butt and staffed with                                                                     
     other CoV employees who have been seconded to the                                                                          
     project                                                                                                                    
                                                                                                                                
     CoVs nominate employees based on skills and experience                                                                     
                                                                                                                                
          PMT evaluates nominees and Management Committee                                                                       
          approves                                                                                                              
          Positions are filled using a "best player plays"                                                                      
          approach                                                                                                              
                                                                                                                                
          Secondees salary and expenses covered by project                                                                      
                                                                                                                                
     AGDC is active at all governance levels -Sponsors,                                                                         
     ManCom and PSC                                                                                                             
                                                                                                                                
     AGDC does not currently have employees seconded to PMT                                                                     
                                                                                                                                
     PMT hires engineering and specialist contractors to                                                                        
     advance design efforts                                                                                                     
                                                                                                                                
          Vast majority of project work is done by                                                                              
          contractors under the supervision of the PMT                                                                          
                                                                                                                                
4:24:36 PM                                                                                                                    
                                                                                                                                
Mr. Richards discussed slide 9, "Project Management Team                                                                        
(PMT)":                                                                                                                         
                                                                                                                                
     Staffing Principles                                                                                                        
                                                                                                                                
          Leverage existing company strengths -ensure                                                                           
          "right person, right job" or "best player plays"                                                                      
                                                                                                                                
          Joint Venture Agreement (JVA) parties can                                                                             
          nominate employees for any position                                                                                   
                                                                                                                                
          Ensure all parties are represented at leadership                                                                      
          levels                                                                                                                
                                                                                                                                
          Locate teams for maximum effectiveness; co-                                                                           
          located with major contractors where appropriate                                                                      
                                                                                                                                
          Appointments    to   leadership    roles   require                                                                    
          unanimous approval of the parties                                                                                     
                                                                                                                                
4:25:21 PM                                                                                                                    
                                                                                                                                
Co-Chair MacKinnon requested a written statement of how                                                                         
AGDC was engaging with the different components.  Mr.                                                                           
Richards agreed to provide that information.                                                                                    
                                                                                                                                
Mr. Richards continued to look at slide 9.                                                                                      
                                                                                                                                
Mr. Richards looked at slide 10, "TransCanada's Role Alaska                                                                     
LNG":                                                                                                                           
                                                                                                                                
     Hold the state's 25 percent interest in the project's                                                                      
    mid-stream: pipeline and gas treatment plant (GTP)                                                                          
                                                                                                                                
     Fund pre-FEED cash calls associated with the state's                                                                       
     mid-stream interest                                                                                                        
                                                                                                                                
     12 secondees, primarily pipeline Subject Matter                                                                            
     Experts (SME), in the Project Management Team                                                                              
                                                                                                                                
          Leadership team, Pipeline Project Manager (1 of                                                                       
          9)                                                                                                                    
                                                                                                                                
          Key role, Pipeline Facilities Engineering Manager                                                                     
          (1 of 18)                                                                                                             
                                                                                                                                
          Environmental, Regulatory, and Land (ERL) (1 of                                                                       
          32)                                                                                                                   
                                                                                                                                
         Gas Treatment Plant sub-project (1 of 17)                                                                              
                                                                                                                                
          Pipeline sub-project (8 of 36)                                                                                        
                                                                                                                                
Mr. Richards highlighted slide 11, "TransCanada's Role                                                                          
Alaska LNG":                                                                                                                    
                                                                                                                                
     TransCanada (TC) is not expected to build the pipeline                                                                     
     that will be managed by the PMT                                                                                            
                                                                                                                                
     If TC exits the project, the PMT will seek nominations                                                                     
     for the vacated positions                                                                                                  
                                                                                                                                
     TC has offered to allow its PMT employees to remain                                                                        
     during a transition period                                                                                                 
                                                                                                                                
     All CoVs, including AGDC, can nominate employees to                                                                        
     fill those positions                                                                                                       
                                                                                                                                
     AGDC has individuals qualified to nominate for                                                                             
     Pipeline and GTP openings                                                                                                  
                                                                                                                                
Mr. Richards looked at slide 12, "AGDC Technical Team-                                                                          
Skills":                                                                                                                        
                                                                                                                                
     AGDC's technical staff:                                                                                                    
                                                                                                                                
          Senior credentialed professionals with industry                                                                       
          and mega-project backgrounds                                                                                          
                                                                                                                                
          Arctic    pipeline    and    facilities    design,                                                                    
          construction, and operations experience                                                                               
                                                                                                                                
          Alaska-specific     design    and     construction                                                                    
          experience                                                                                                            
                                                                                                                                
          Major capital project management expertise                                                                            
                                                                                                                                
          Working knowledge of technical and regulatory                                                                         
          assets owned by AGDC                                                                                                  
                                                                                                                                
4:30:42 PM                                                                                                                    
                                                                                                                                
Co-Chair MacKinnon wondered if AGDC would provide a plan                                                                        
for third party expansion by March 1, 2016. Mr. Richards                                                                        
agreed to provide that information.                                                                                             
                                                                                                                                
Mr. Richards highlighted slide 13, "AGDC Technical Team -                                                                       
Results":                                                                                                                       
                                                                                                                                
     AGDC completed development of the Alaska Stand Alone                                                                       
     Pipeline (ASAP) Project:                                                                                                   
                                                                                                                                
          Completed Pre-FEED and FEED for North Slope gas                                                                       
          treatment facility, 733-mile mainline, and 30-                                                                        
          mile Fairbanks lateral pipeline                                                                                       
                                                                                                                                
          Completed Class 3 cost estimate and project                                                                           
          execution plan                                                                                                        
                                                                                                                                
          Delivered on time and under budget                                                                                    
                                                                                                                                
          Core technical team still engaged on an interim                                                                       
          basis pending state policy decisions                                                                                  
                                                                                                                                
Mr. Richards looked at slide 14, "AGDC Ability to Assume                                                                        
TC's Role":                                                                                                                     
                                                                                                                                
     Currently holds state's interest in LNG facility -a                                                                        
     complex and expensive component in the integrated                                                                          
     project                                                                                                                    
                                                                                                                                
     Already assumed TC's role in coordinating the FERC                                                                         
     NEPA process                                                                                                               
                                                                                                                                
     Engaging on mid-stream technical issues currently                                                                          
                                                                                                                                
     Technical staff available to fill PMT positions as                                                                         
     necessary:                                                                                                                 
                                                                                                                                
          Subject Matter Experts (SME) based in Alaska                                                                          
                                                                                                                                
          Key roles in prior Alaska pipeline projects,                                                                          
          including TAPS                                                                                                        
                                                                                                                                
          Dedicated    professionals   committed    to   SOA                                                                    
          interests                                                                                                             
                                                                                                                                
Vice-Chair Micciche requested the prior year's meeting                                                                          
minutes. Mr. Richards agreed to provide that information.                                                                       
                                                                                                                                
4:35:09 PM                                                                                                                    
                                                                                                                                
Mr. Richards addressed slide  15, "Alaska LNG Appropriations                                                                    
to Date."  He explained  that the top  portion of  the slide                                                                    
was the capitalization  of the AKLNG fund, with  SB 138. The                                                                    
capitalization provided funding  for AGDC's participation in                                                                    
AKLNG  for  FY  14  and  FY  15,  based  on  the  cash  call                                                                    
expectations.  He  furthered  that  there  was  DOR  project                                                                    
financing  report   in  the  fund,   and  a   Department  of                                                                    
Transportation and  Public Facilities (DOT/PF)  field study.                                                                    
The  total  fund  capitalization  was  $69.835  million.  He                                                                    
shared that  the chart  was intended  to show  AGDC spending                                                                    
through FY 16, so some  of the numbers indicated projections                                                                    
through the remainder of the year.                                                                                              
                                                                                                                                
Vice-Chair  Micciche  queried if  AGDC  was  funding the  15                                                                    
seconded  positions from  TransCanada  until  May 2016.  Mr.                                                                    
Dubler  replied that  AGDC would  not take  on those  costs,                                                                    
rather the project would take  on the costs, and TransCanada                                                                    
would be reimbursed by the lead party of the project.                                                                           
                                                                                                                                
Vice-Chair   Micciche  wondered   if  there   would  be   an                                                                    
evaluation  to  determine  whether all  employees  would  be                                                                    
needed. Mr.  Dubler replied that  the team  would constantly                                                                    
analyze their staffing needs.                                                                                                   
                                                                                                                                
Co-Chair  MacKinnon queried  the individual  who would  make                                                                    
that  decision in  the organizational  chart on  whether the                                                                    
secondees  remain on  the project.  Mr. Dubler  replied that                                                                    
the lead party would make the determination.                                                                                    
                                                                                                                                
Co-Chair  MacKinnon surmised  that  the seconded  employees'                                                                    
retention  decision would  be made  inside the  project. Mr.                                                                    
Dubler agreed.                                                                                                                  
                                                                                                                                
4:39:13 PM                                                                                                                    
                                                                                                                                
Co-Chair MacKinnon looked at page  2, Section 2 of the bill,                                                                    
which  showed  authorization  of   $5  million  for  program                                                                    
receipts as  reimbursement for field  work. She  wondered if                                                                    
that was related to recent  discussion. Mr. Richards replied                                                                    
with page  15 of the  bill, which  showed the final  line of                                                                    
reimbursement due  to AGDC for  AKLNG project work  of $2.75                                                                    
million. He stressed  that it was an estimate  for work that                                                                    
AGDC had performed for the AKLNG project.                                                                                       
                                                                                                                                
                                                                                                                                
Co-Chair MacKinnon  wondered if  the state had  received any                                                                    
other reimbursements from the  project. Mr. Richards replied                                                                    
that  the state  had not  received any  other reimbursements                                                                    
for the project.                                                                                                                
                                                                                                                                
Co-Chair MacKinnon asked  if it was believed  that the state                                                                    
needed $5 million of program  receipt authority, or as shown                                                                    
on slide 15, $2.5 million.  She wondered if there were other                                                                    
state  contributions  inside  of the  $5  million  requested                                                                    
receipt  authority. Mr.  Richards  responded  that AGDC  had                                                                    
another responsibility for the  instate natural gas pipeline                                                                    
fund.  He stated  that AGDC  anticipated  the AKLNG  project                                                                    
reimbursing  that fund  for  a payment  for  an exchange  of                                                                    
information that the AKLNG project had purchased from AGDC.                                                                     
                                                                                                                                
Mr.  Dubler  highlighted  slide 16,  "AGDC  Special  Session                                                                    
Appropriations":                                                                                                                
                                                                                                                                
     Capital Appropriation ($144,045.0)                                                                                         
                                                                                                                                
          •$68,445.0 -Reimburse TransCanada and "buy-out"                                                                       
          their mid-stream interest                                                                                             
                                                                                                                                
          •$75,600.0 -Fund state's full 25 percent share of                                                                     
          remaining pre-FEED                                                                                                    
                                                                                                                                
     Receipt Authority ($5,000.0): Statutory Designated                                                                         
     Program Receipts (SDPR)                                                                                                    
                                                                                                                                
          •Allow AGDC to be reimbursed for Alaska LNG                                                                           
          related field work conducted on behalf of the                                                                         
          project                                                                                                               
                                                                                                                                
Co-Chair MacKinnon  remarked that there would  eventually be                                                                    
more clarity on the $5 million receipt authority.                                                                               
                                                                                                                                
Mr.  Richards  addressed  slide 17,  "AGDC  Special  Session                                                                    
Appropriations." He explained that  DNR had represented that                                                                    
the anticipated  TransCanada payment was  approximately $108                                                                    
million.  The  slide  reconciled  the $108  million  to  the                                                                    
current request.                                                                                                                
                                                                                                                                
Senator Bishop looked  at the increase in  the scope change.                                                                    
He asked  what that  increase would  be. Mr.  Dubler replied                                                                    
with slide 18, "Pre-FEED Scope and Budget Changes":                                                                             
                                                                                                                                
     Pre-FEED scope and schedule will increase by $182                                                                          
     million to $694 million:                                                                                                   
                                                                                                                                
          State's total share is  $173 million --$66 million                                                                    
          liquefaction plant,  $107 million  mid-stream (GTP                                                                    
          and pipe)                                                                                                             
                                                                                                                                
          Advancing work into pre-FEED  is important to have                                                                    
          the   best  information   available  to   complete                                                                    
          internal review and make FEED decision                                                                                
                                                                                                                                
          Project   is  maturing   through  the   stage-gate                                                                    
          development process                                                                                                   
                                                                                                                                
          Moving some  activities from  FEED to  Pre-FEED to                                                                    
          facilitate better design and decision making                                                                          
                                                                                                                                
4:45:44 PM                                                                                                                    
                                                                                                                                
Senator Bishop felt that  accelerating the regulatory issues                                                                    
in the  beginning would result in  accelerated construction.                                                                    
Mr.  Richards  replied   that  accelerating  the  regulatory                                                                    
process  was  intended to  provide  more  clarity in  making                                                                    
informed decisions.                                                                                                             
                                                                                                                                
Mr. Dubler stated that slide 9 would address some of                                                                            
Senator Bishop's concerns.                                                                                                      
                                                                                                                                
Mr. Richards discussed slide 19, "Pre-FEED Scope and Budget                                                                     
Changes":                                                                                                                       
                                                                                                                                
     Scope changes are designed to improve project                                                                              
     economics, permitting outcomes and the quality of                                                                          
     information available for FEED evaluation:                                                                                 
                                                                                                                                
          Component  level  optimization  to  lower  capital                                                                    
          costs and improve project economics ($57 million)                                                                     
                                                                                                                                
          Increase scope of  geotechnical and geohazard work                                                                    
          at GTP and LNG sites ($29 million)                                                                                    
                                                                                                                                
          Increase  regulatory  and  pre-bid  work  on  FEED                                                                    
          contracting;  complete  weather delayed  off-shore                                                                    
          field work ($66 million)                                                                                              
                                                                                                                                
          Bring 48  inch pipe  deliverables up to  42" level                                                                    
          of development ($30 million)                                                                                          
                                                                                                                                
4:48:18 PM                                                                                                                    
AT EASE                                                                                                                         
                                                                                                                                
4:48:52 PM                                                                                                                    
RECONVENED                                                                                                                      
                                                                                                                                
4:48:57 PM                                                                                                                    
                                                                                                                                
Senator Olson  wondered how much longer  Rigdon Boykin would                                                                    
be contracted  with the state.  Mr. Fauske replied  that his                                                                    
contract was through December 31, 2015.                                                                                         
                                                                                                                                
Senator Olson  felt that Mr.  Boykin wanted AGDC to  head up                                                                    
marketing.  Mr. Fauske  replied that  AGDC was  not actively                                                                    
seeking the  marketing aspect. He stated  that marketing was                                                                    
a DNR function.                                                                                                                 
                                                                                                                                
Senator Olson  wondered if DNR  had the expertise  to market                                                                    
the gas.  Mr. Fauske responded  that DNR was  advocating for                                                                    
money to obtain that expertise.                                                                                                 
                                                                                                                                
Senator Olson  commented that only one  entity should market                                                                    
on the state's behalf.                                                                                                          
                                                                                                                                
Vice-Chair  Micciche   stated  that  TransCanada   had  been                                                                    
significantly   involved   in   the  state.   He   expressed                                                                    
gratefulness for TransCanada's investment in the state.                                                                         
                                                                                                                                
Co-Chair  MacKinnon  wondered  if  there  were  any  closing                                                                    
comments.                                                                                                                       
                                                                                                                                
Mr. Richards stated that AGDC  was created as an independent                                                                    
corporation. He appreciated the support of the committee.                                                                       
                                                                                                                                
Mr. Dubler thanked the committee.                                                                                               
                                                                                                                                
Co-Chair MacKinnon thanked all  of the testifiers, and those                                                                    
who were listening.                                                                                                             
                                                                                                                                
Senator Dunleavy requested  an updated organizational chart,                                                                    
and  a review  of the  bill where  the administration  feels                                                                    
that there could be fiscal notes.                                                                                               
                                                                                                                                
Co-Chair  MacKinnon remarked  that  appropriation bills  did                                                                    
not historically have fiscal notes.                                                                                             
                                                                                                                                
                                                                                                                                
Senator  Olson  expressed  concern  about  the  delivery  of                                                                    
information. He  felt that the  process and  progress should                                                                    
provide more timely information.  He stressed that the board                                                                    
members were even unaware of some information.                                                                                  
Co-Chair MacKinnon discussed the following day's agenda.                                                                        
                                                                                                                                
SB 3001 was HEARD and HELD in committee for further                                                                             
consideration.                                                                                                                  
                                                                                                                                
ADJOURNMENT                                                                                                                   
4:58:18 PM                                                                                                                    
                                                                                                                                
The meeting was adjourned at 4:58 p.m.                                                                                          
                                                                                                                                

Document Name Date/Time Subjects
SB 3001 102815 AGDC Org Chart.pdf SFIN 10/28/2015 9:00:00 AM
SB3001
SB 3001 102815 AGDC S Finance Committee.pdf SFIN 10/28/2015 9:00:00 AM
SB3001
102815 SB 3001 Governor's Letter to AKLNG Team October 14, 2015.pdf SFIN 10/28/2015 9:00:00 AM
SB3001
SB 3001 102815 Articles of Incorporation of AGDC Gas Aggregator Co..pdf SFIN 10/28/2015 9:00:00 AM
SB3001
SB 3001 102815 AGDC Asset Holding Corporation.pdf SFIN 10/28/2015 9:00:00 AM
SB3001
SB 3001 110115 Pipe size briefing 10-28-2015 v4 (2).pdf SFIN 10/28/2015 9:00:00 AM
SB3001