HomeMy WebLinkAbout9 UAMPS Veyo Heat Recovery Project Agenda Item # 9
Public Utility District
CONSENT
To: Board of Directors
From: Stephen Hollabaugh
Date: April 16, 2014
Subject: Consideration of a Power Sales Contract for the UAMPS Veyo Heat
Recovery Project
1. WHY THIS MATTER IS BEFORE THE BOARD
This item is before the Board for the consideration of a Power Sales Contract with
UAMPS for the Veyo Heat Recovery Project in Utah.
2. HISTORY
Conservation is considered first resource for all new energy purchases. District
forecast assumes that load increases by 1% annually over the next three years.
Conservation is expected to account for 1-3% of total load, therefore conservation will
offset growth that would otherwise require additional resources. The District forecast
load will be flat and conservation will account for any growth the District may have.
Truckee Donner PUD is in the resource project at UAMPS. The resource project is
used to investigate possible generation resources prior to starting a study project. The
UAMPS Kern River Waste Heat moved into a study project in which Truckee is a
participant. At a UAMPS meeting, this project was re-named to Veyo Heat Recovery
Project. A workshop was given to the Board on March 19, 2014.
3. NEW INFORMATION
The project is now moving into the approval of the Power Sales Contract phase. A
commitment by the Board is required.
Project Status:
The project is located on the Kern River natural gas pipeline at the Veyo site. The
Veyo Heat Recovery project will be about 7.8 MW. The project is in the final
development and permitting stage that includes: construction contract, turbine vendor,
permits, etc.
The cost estimate is approximately $68/MWh over the term of the bonds. The Board
packet includes an excellent project overview in the executive summary. This Veyo
Heat Recovery Project executive summary includes six parts:
Part 1: Definitions used in the Executive Summary
Part 2: A preliminary description of the Project
Part 3: The estimated cost of construction, the plan of financing and the projected cost of energy from the
Project
Part 4: Interconnection and transmission matters
Part 5: Power Sales Contract summary
Part 6: Summaries of the Project Agreements
Power Sales Contract:
The following documents are included in the Board package:
• TDPUD's Power Sales Contract, Attachment 1
• Authorizing resolution, Attachment 2
• Certificate, Attachment 3
• Executive summary, Attachment 4
4. FISCAL IMPACT
The Veyo Heat Recovery Project will represent a portion of the Electric Supply
Procurement budget that might otherwise be purchased at from the market. This
project has a projected load factor of just over 85%. The District's 1,792 kW
subscription will represent a future portion of 7% of the electric supply portfolio. The
conservative cost estimate is $68/MWh over the life of the bonds. This resource is
carbon free and will reduce the carbon in our portfolio. This enables the District to sell
more allocations in the Cap and Trade auction. Cap and Trade sales represent a
savings of at least $7 per MWh in 2018.
The District has the option (but not an obligation) to make a Capital Contribution to
UAMPS for all or a portion of its share of the costs of construction of the Project. If
the District selects this option, the amount of bonds issued by DAMPS, and the
District's obligation to pay the debt service costs on the bonds, will be correspondingly
reduced. For every $100,000 of Capital Contribution made, the corresponding cost
per MWh will reduce by about $.50 MWh.
The District has just over $500,000 in our UAMPS retention fund balance. The District
staff recommends to use this $500,000 as a Capital Contribution for this project
reducing its debt service and corresponding bonds and lowering the forward cost of
this project by approximately $2.50 MWh. This can be considered an investment at
4.5% interest.
5. RECOMMENDATION
a) Authorize the Board President to sign Resolution 2014-05 authorizing and
approving the Veyo Heat Recovery Project Power Sales Contract with Utah
Associated Power Systems; and related matters in substantially the form attached.
b) Approve the use of $500,000 of the District's UAMPS retention fund balance for a
capital contribution to the Veyo Heat Recovery Project.
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Stephen Hollabaugh Michael D. Holley
Assistant General Manager General Manager
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Attachment 1 Attachment 1
Section 31. Termination or Amendment of Power Sales Contract.........................40
Section 32. Notices and Computation of Time.......................................................41 VEYO HEAT RECOVERY PROJECT
Section 33. Relationship of UAMPS and the Participant;Relationship POWER SALES CONTRACT
among Participants...............................................................................41
Section 34, No Recourse Against Officers,Etc.of UAMPS or This VEYO HEAT RECOVERY PROJECT POWER SALES CONTRACT made and entered into
Participant............................................................................................41 as of April 1, 2014, is by and between UTAH ASSOCIATED MUNICIPAL POWER SYSTEMS, a
Section 35. Governing Law;Jurisdiction and Venue.............................................42 political subdivision of the State of Utah and TRTJCKEE DONNER PUBLTC UTILITY DISTRICT, a
Section 36. Severability;No Merger.......................................................................42 public utility district organized under the laws of the State of California.
SCHEDULE I Schedule of Participants,Entitlement Shares, Capital Contribution R E C I T A L S.-*
Percentages,Debt Service Percentages and Debt Service Shares
EXHIBIT I Description of the Initial Facilities WHEREAS, UAMPS was organized by the Members under the Act and the Joint Action
EXHIBIT H Form of Participant's Annual Information Report Agreement as a separate legal entity to accomplish the Members'joint and cooperative action,
EXHIBIT III Form of Participant's Certificate including securing power supply and transmission resources for the Members' present and future
EXHIBIT IV Form of Participant's Bring-Down Certificate needs;
EXHIBIT V Form of Opinion of Counsel to the Participant
EXHIBIT VI Form of Bring-Down Opinion of Counsel to the Participant WHEREAS, UAMPS is organized as an energy services interlocal entity under the Act
with the power, among other things, to (i) acquire supplies of electric power and energy by the
acquisition or construction of electric generation and transmission facilities or by contracting for
the purchase of electric power and energy and (ii) enter into contracts for the sale of the output,
services and other benefits provided by such facilities or contracts to public agencies and others
inside or outside the State of Utah;
WHEREAS, the Municipal Electric Utility Carbon Emission Reduction Act, Title 10,
Chapter 19, Utah Code Annotated 1953, as amended (the "Utah Carbon Emission Reduction
Act"), requires municipal electric utilities in Utah to use electricity from renewable energy
sources to serve at least twenty percent of their retail loads by 2025 (subject to a determination of
cost effectiveness and other conditions), and municipal utilities in other states are subject to
similar or more stringent requirements;
WHEREAS,UAMPS has examined the feasibility of a carbon-free generation project to be
known as the "Veyo Heat Recovery Project," a waste heat recovery electrical energy generation
facility to be located in Veyo, Washington County, Utah, and a "renewable energy source" as
defined under the Utah Carbon Emission Reduction Act;
WHEREAS, UAMPS, proposes to acquire, construct, own and operate the Project and sell
Electric Energy from the Project to the Participant pursuant to this Power Sales Contract and to
the other Participants pursuant to other Power Sales Contracts substantially similar to this Power
Sales Contract;
WHEREAS, the source of waste heat for the Initial Facilities will be a natural gas
compressor station located in Veyo, Utah (the "Veyo Compressor Station"), that is used by the
" Capitalized terms used and not defined in the recitals have the meanings assigned to them in Section 1.
_jj_
Attachment 1 Attachment 1
Host in connection with its operation of an interstate natural gas pipeline, that produces waste `Annual Budget" means the budget adopted by UAMPS for each Contract Year pursuant
heat not necessary for the operation of the pipeline; to the provisions of Section 14.
WHEREAS, pursuant to the terms of the Host Agreement, UAMPS will purchase all 'Authorized Officer of UAMPS"means the Chairman or Vice-Chairman of the Board, or
available waste heat from the Veyo Compressor Station,which the Initial Facilities will utilize to the Secretary,Treasurer, General Manager,or other officer or employee of UAMPS authorized or
generate Electric Power and Electric Energy, having delegated authority to perform specific acts or duties under the Power Sales Contracts by
resolution duly adopted by the Board.
WHEREAS, pursuant to aright-of--way obtained from the United States Bureau of Land
Management, the Initial Facilities will be located on land adjacent to the Veyo Compressor "Billing Period" means such period of time as shall be established from time to time by
Station; UAMPS for the preparation, calculation and billing of the amounts payable by the Participant
hereunder.
WHEREAS, in order to finance all or a portion of the Cost of the Project, UAMPS will
issue Bonds that are special and limited obligations of UAMPS, payable solely from a pledge of "Board" means the Board of Directors of UAMPS or such other governing body of
the revenues derived by UAMPS from the payments to be made by the Participants under the UAMPS as may be established from time to time pursuant to the Joint Action Agreement and the
Power Sales Contracts and other amounts pledged pursuant to the Financing Documents; Act.
WHEREAS, the Participant desires to enter into this Contract in order to obtain a long- "Bond Counsel" means a firm of attorneys of recognized standing in matters relating to
term, cost-based supply of Electric Power, Electric Energy and any associated Environmental the tax status of municipal bonds, experienced in matters relating to public power systems and
Attributes by the acquisition of an Entitlement Share pursuant to the terms and conditions of this selected by UAMPS.
Contract; and
"Bond Fund"means the Bond Fund created by the Financing Documents, consisting of a
WHEREAS, UAMPS and the Participant are duly authorized under applicable provisions Debt Service Account,a Debt Service Reserve Account and a Capitalized Interest Account.
of law,to execute, deliver and perform this Contract and their respective governing bodies have
taken all necessary actions and all Required Approvals have been obtained in order to constitute "Bonds" means (i) bonds, notes and other obligations issued from time to time by
this Contract as the legal,valid and binding obligation of the parties. UAMPS pursuant to the Financing Documents to finance all or any part of the Cost of the Project
NOW, THEREFORE, for and in consideration of the mutual covenants and agreements and(ii)any Additional Bonds and Refunding Bonds.
herein contained, it is agreed by and between the parties to this Contract as follows: "Capital Contribution" means a payment made to UAMPS by the Participant pursuant to
Section 6 in an amount equal to the product of Participant's Entitlement Share and the Reference
Section 1. Definitions and Rules of Construction. (a) As used in this Contract and in Project Costs of the Initial Facilities or in such lesser amount as may be permitted pursuant to
the recitals set out above: Section 6(a).
"Act"means the Interlocal Cooperation Act, Title 11, Chapter 13, Utah Code Annotated "Capital Contribution Percentage" means with respect to each series of Bonds, a
1953,as amended,and other applicable provisions of law. percentage determined by UAMPS obtained by dividing (i) the dollar amount of the Capital
Contribution made by the Participant, by (ii) the Reference Project Costs, all as more fully
"Additional Bonds" means additional Bonds from time to time issued by UAMPS provided in Section 6.
pursuant to the Financing Documents and in accordance with Section 16.
"Code"means the Internal Revenue Code of 1986, as amended_ References to herein to
"Additional Facilities" means capital additions, betterments and replacements and other the Code are deemed to include the applicable U.S.Treasury Regulations thereunder.
capital items directly and functionally related to the Project, including electric transmission and
related facilities, additional heat recovery electric generating and related facilities and other "Commercial Operation Date" (i) with respect to the Initial Facilities, has the meaning
facilities, improvements and properties located at the Project site or another site as approved by assigned to such term in the Host Agreement and (ii) with respect to any Additional Facilities,
the Project Management Committee, and any other facilities, improvements and properties means the date on which such Additional Facilities are capable of continuous firm operation, as
approved by the Project Management Committee. Additional waste heat electric generating determined under the applicable Construction Agreements.
facilities not undertaken as Additional Facilities may be undertaken as a separate phase of the
Project as provided in Section 4(f).
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Attachment 1 Attachment 1
"Commercially Reasonable"or "Commercially Reasonable Efforts"means, with respect administrative and general costs; costs relating to the interconnection of the Project; and
to any action required to be made,attempted or taken by a party under this Contract or one of the all other costs properly allocable to the acquisition or construction of the Initial Facilities
Project Agreements, such efforts as a reasonably prudent business would undertake, consistent or any Additional Facilities or placing the same in operation;
with Prudent Utility Practice,for the protection of its own interest under the conditions affecting
such action, including without limitation, the amount of notice of the need to take such action, (3) interest on Bonds for such period as may be reasonably necessary for
the duration and type of the action,the competitive environment in which such action occurs,the placing the Initial Facilities or any Additional Facilities in operation in accordance with
terms and provisions of the Project Agreements and the Financing Documents, the contractual the provisions of the Financing Documents;
and legal obligations of,and the risk to, such party in connection with such action.
(4) the payment of principal or redemption price of and interest on any Bonds
"Construction Agreements" means each contract or agreement providing for the issued as bond anticipation notes;
acquisition or construction of any part of the Initial Facilities, including the EPC Agreement,and
each contract providing for the acquisition and construction of any Additional Facilities_ (5) working capital and reserve requirements of the Project, including,without
limitation, amounts for deposit into the Reserve and Contingency Fund and those items
"Contract" means this Veyo Heat Recovery Project Power Sales Contract dated as of set forth in the definition of Operation and Maintenance Costs;
April 1, 2014 between UAMPS and the Participant and any amendments permitted pursuant to
Section 31. (6) deposits into the Bond Fund and any other fund or account required to be
"Contract Resolution" means the resolution of the Participant's governing body funded by the Financing Documents;
approving and authorizing the execution of this Contract, in substantially the form attached to (7) all costs relating to litigation, claims or judgments not otherwise covered
EXHIBIT III. by insurance and arising out of the acquisition, construction or operation of the Project or
otherwise related to the Project,the Project Agreements,the Power Sales Contracts or the
"Contract Year"means the Fiscal Year, except that the first Contract Year shall begin on transactions contemplated thereby;
the Effective Date and shall end on the last day of the then-current Fiscal Year. In the event that
UAMPS changes its Fiscal Year for accounting purposes, Contract Year shall, without further (8) federal, state and local taxes or payments in lieu of such taxes relating to
action,be amended to conform to such Fiscal Year. the Project and incurred during the period of the acquisition or construction thereof; and
"Cost"means all costs and expenses paid or incurred by UAMPS in connection with the (9) all other costs incurred by UAMPS, and properly allocable to the
Initial Facilities,the Additional Facilities or the Project(as the context requires),whether prior or acquisition and construction of the Project, including all costs financed by the issuance of
subsequent to the Effective Date, including but not limited to all costs and expenses incurred by Additional Bonds.
UAMPS in its investigation, negotiation and review of the Project and the Project Agreements
and all expenses preliminary and incidental thereto. "Cost'includes but is not limited to all costs "Debt Service Costs" means, for each Billing Period of each Contract Year, an amount
incurred by UAMPS in connection with the planning, designing, acquisition, construction and equal to the sum of:
placing in operation the Initial Facilities,Additional Facilities and amounts paid or payable under
the Construction Agreements. As and to the extent properly allocable to the Project at any time, (1) the interest accruing on Bonds during such Billing Period, calculated (or
"Cost"also includes,but is not limited to,the following: estimated) in accordance with the Financing Documents, except to the extent that
amounts are on deposit under the Financing Documents to pay such interest, together
(1) payments to UAMPS or any Participant to reimburse advances and with any other amounts required by the Financing Documents to be deposited into the
payments made or incurred for costs preliminary or incidental to the development, Bond Fund in respect of the interest payments on the Bonds;
acquisition or construction of the Initial Facilities or any Additional Facilities;
(2) the portion of the next due principal installment accruing on Bonds during
(2) planning and development costs; engineering and contractors' fees; such Billing Period, calculated in accordance with the Financing Documents, together
fiduciaries',auditors' and accountants' fees; costs of obtaining all Permits and Approvals; with any other amounts required by the Financing Documents to be deposited into the
the cost of real property, labor, materials, equipment, supplies, training and testing costs; Bond Fund in respect of the principal payments on the Bonds;
insurance premiums; legal, financial advisory, financing and Bond issuance costs;
amounts payable under the Project Agreements during or in connection with the (3) the amounts payable during such Billing Period under any Interest Rate
acquisition or construction of the Initial Facilities or any Additional Facilities; Contract;
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Attachment 1 Attachment 1
(4) any amounts required by the Financing Documents to be deposited into the "Environmental Attributes" means all environmental and renewable or carbon-free
Bond Fund to provide or replenish debt service reserve requirements for Bonds; energy allowances, benefits, certificates, credits, offsets or reductions resulting from the
generation of renewable or carbon-free energy and the resulting displacement of conventional
(5) the accruing principal of and interest on any obligations subordinate to the energy generation Environmental Attributes include avoided emissions of carbon dioxide,
Bonds issued by UAMPS pursuant to the Financing Documents and amounts necessary to methane, sulfur oxides, nitrogen oxides, carbon monoxide, particulate matter or any other gas
provide or replenish any necessary reserves in connection with such obligations; recognized as a greenhouse gas or gas, solid or liquid recognized as a source of air, water or soil
pollution. Units of Environmental Attributes shall be allocated to units of generation from the
(6) Trustee, paying agent, escrow agent and other fiduciaries' fees and Project as determined by the Project Management Committee.
expenses payable under the Financing Documents; fees and expenses of remarketing
agents, broker-dealers, auction agents and others providing services with respect to "Entitlement Share" means the Participant's entitlement(expressed as a percentage) to a
Bonds;and portion of Project Capability and any Environmental Attributes as set forth on SCHEDULE I, as
the same may be adjusted pursuant to Section 18 or Section 23.
(7) the amounts required to be paid to maintain any credit or liquidity facilities
for and ratings on the Bonds and other costs payable by UAMPS from time to time in "EPC Agreement" means the Engineering, Procurement and Construction Agreement
connection with the Bonds. between UAMPS and the EPC Contractor, and any other similar agreement entered into for the
engineering, procurement and construction of additional generating units that constitute
provided, however, that the additional interest expense on or in respect of any Bonds or Additional Facilities,as such may be amended and supplemented from time to time.
subordinate obligations that are subject to federal income taxation (and not eligible for tax credits
or interest subsidy payments) may, as determined by the Project Management Committee "EPC Contractor" means the firm or corporation appointed as the engineering,
pursuant to Section 5(b), be allocated to those Participants whose legal status or use of the procurement and construction contractor pursuant to an EPC Agreement, and its successors and
Project Capability or the Project Output adversely affects the Tax Status of such Bonds. In the assigns pursuant to the EPC Agreement.
event of such allocation, the Debt Service Costs payable by such Participants shall be increased
to include amounts sufficient to pay any such additional interest expense. "Financing Documents" means the bond resolution, indenture, trust agreement or other
instrument or instruments providing for the issuance of and the security for Bonds and all
"Debt Service Percentage"means,with respect to each Participant and as of any date of amendments thereof and supplements thereto.
determination, the percentage obtained by subtracting the Participant's Capital Contribution
Percentage from the Participant's Entitlement Share. The Participant's initial Debt Service "Fiscal Year" means the annual accounting period of UAMPS as from time to time in
Percentage is set forth on SCHEDULE I. The Debt Service Percentages for the Participants may effect, initially a period commencing on April 1, of each calendar year and ending on March 31
be calculated separately ifor each separate series of Bonds. of the next succeeding calendar year.
"Debt Service Share" means, with respect to each Participant and as of any date of "Host" means Kern River Gas Transmission Company and its successors and assigns
determination, the percentage of Debt Service Costs payable by the-Participant, determined by pursuant to the Host Agreement,and any other provider of waste heat for the Project
dividing the Participant's Debt Service Percentage (expressed as a decimal) by the sum
(expressed as a decimal) of the Debt Service Percentages of all Participants, including the "Host Agreement"means the Host Agreement between the Host and UAMPS, providing
Participant whose Debt Service Share is being determined. The Participant's initial Debt Service for the use by the Project of the waste heat produced by the Veyo Compressor Station, as it may
Share is set forth on SCHEDULE I. The Debt Service Shares for the Participants may be be amended and supplemented from time to time, and any other agreement entered into by or on
calculated separately for each separate series of Bonds. behalf of UAMPS for or relating to the provision of waste heat for the operation of the Project.
"Effective Date" means the date on which (i) this Contract has been executed and "Initial Facilities" means the real and personal property, facilities, structures,
delivered by UAMPS and the Participant and all Required Approvals have been obtained and(ii) improvements and equipment to be acquired and constructed in connection with the initial
all of the Power Sales Contracts have become effective in accordance with the provisions of operation of the Project as described in EXMBiT I to this Contract
Section 2(a).
"Interconnection Agreement" means the Interconnection Agreement between PacifiCorp
"Electric Power"means electric power expressed in kilowatts(kW), and UAMPS, providing for the interconnection of the Initial Facilities with the transmission
facilities of PacifiCorp and, in the case of additional generating units that constitute Additional
"Electric Energy"means electric energy expressed in kilowatt-hours(kWh). Facilities, any similar agreement providing for the interconnection of such Additional Facilities
-6- -7-
Attachment 1 Attachment 1
with the transmission facilities of Pacificorp or other transmission provider, in each case, (3) legally required federal, state and local taxes, including gross receipts
including all supplements and amendments thereto, together with any successor or replacement taxes and ad valorem taxes or payments in lieu of ad valorem taxes, in each case related
agreement providing for the interconnection of such Initial Facilities or Additional Facilities with to the Project;
the transmission grid.
(4) the Cost of Additional Facilities, but only to the extent not paid or
"Interest Rate Contract"means an International Swap Dealers Association, Inc. (ISDA) financed as part of the Cost of the Project;
Master Agreement, together with the schedules and confirmations thereto, or any comparable
successor agreement entered into by UAMPS with respect to Bonds pursuant to the provisions of (5) the costs of, or reserves for the costs of, decommissioning or removing
the State Money Management Act,Title 51, Chapter 7,Utah Code Annotated 1953,as amended. from service all or any part of the Project;
"Joint Action Agreement" means the Utah Associated Municipal Power Systems (6) the portion of UAMPS' administrative and general expenses allocable or
Amended and Restated Agreement for Joint and Cooperative Action dated March 20, 2009, as directly charged to the Project,working capital and reserves for the payment of operation
amended and supplemented from time to time. and maintenance expenses, and all other costs and expenses (but excluding depreciation)
not included in the costs specified in the other items of this definition and properly
"Members"means,collectively,the parties to the Joint Action Agreement. chargeable to the Project;
"Month"means a calendar month. (7) amounts to be deposited into the Reserve and Contingency Fund
"Operating Agreement" means any agreement providing for the operation and established pursuant to Section 19;
maintenance of all or any portion of the Initial Facilities or any Additional Facilities. (8) legal, engineering and accounting fees and expenses, the cost of any
litigation related to the Project, the Project Agreements, the Power Sales Contracts and
"Operation and Maintenance Costs"means,with respect to each Billing Period, all costs the interests and transactions contemplated by the Project Agreements and the Power
and expenses (other than Transmission Costs and Debt Service Costs) attributable to the Project Sales Contracts, and the costs of technical and advisory services, of all Permits and
that are paid, payable, incurred or accrued by UAMPS during each Billing Period resulting from Approvals and of certifying, qualifying or registering Environmental Attributes associated
the ownership, operation, maintenance, decommissioning and termination of, and repairs, with the Project,all to the extent allocable to the Project;
renewals, replacements, additions, improvements, and betterments and modifications to, the
Project, including amounts payable by UAMPS under the Project Agreements. (9) costs imposed upon the Project by an independent system operator,
regional transmission organization or similar entity, costs of ancillary services and other
Without limiting the generality of the foregoing (it being the intention and understanding operational costs necessary to comply with reliability requirements;and
of UAMPS and the Participants that "Operation and Maintenance Costs" shall include all of
UAMPS costs with respect to the Project (other than Transmission Costs and Debt Service (10) any other amount not specified in the other items of this definition which
Costs)), Operation and Maintenance Costs shall further include,without limitation,the following must be paid by UAMPS during such Billing Period under the Project Agreements or
items of cost: otherwise.
(1) the costs of operating and maintaining the Initial Facilities and any "Participant" means the second party named in the preamble of this Contract and its
Additional Facilities and of producing and delivering Electric Power and Electric Energy permitted successors and assigns hereunder.
to the Point of Delivery during such Billing Period, including the operation and
maintenance expenses of the Project and fees, expenses, incentives and other amounts "Participants"means the Participant and the other entities named on SCHEDLiLE I.
payable under the Host Agreement,the Ringt-of-Way and any Operating Agreement;
"Participant's Representative" means (i) the officer, employee or other agent of the
(2) any amount which UAMPS may be required during such Billing Period to Participant designated from time to time by the Participant as the Representative of the
pay for the prevention or correction of any unusual loss or damage or for renewals, Participant for purposes of the Joint Action Agreement, to whom all notices and other
replacements, repairs, additions, improvements, modifications and betterments which communications to be given by UAMPS to the Participant hereunder shall be sent or (ii) in the
arise out of or are required by the Project Agreements for which UAMPS shall be event that the individual appointed as the Participant's Representative is unavailable to act on
obligated, and amounts necessary to fund or replenish reserves therefor, but only to the behalf of the Participant, the individual duly appointed or designated by the Participant as its
extent not funded by Bonds or Capital Contributions; alternate Representative pursuant to the Joint Action Agreement.
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Attachment 1 Attachment 1
"Performance Tests"has the meaning assigned to such term in the EPC Agreement. "Project Output"means the amount of Electric Power and Electric Energy, if any,which
is generated by the Initial Facilities and any Additional Facilities in any particular hour.
"Permits and Approvals" means all certificates, permits, licenses, approvals, rulings,
orders or other authorizations from any federal, state or local governmental body, board or "Prudent Utility Practice"means, as of any particular time, any of the practices,methods
agency having jurisdiction over UAMPS, the Project or both that are required to be obtained or and acts engaged in or approved by a significant portion of the electric utility industry with
maintained in connection with the acquisition, construction, operation, maintenance or repair of respect to waste heat powered electric generating facilities at such time, or which, in the exercise
the Project or any component thereof. of reasonable judgment in light of facts known at such time, could have been expected to
accomplish the desired results at the lowest reasonable cost consistent with good business
"Permitted Contract"means(i)a contract with a term (including all renewal options) not practices, reliability, safety and expedition Prudent Utility Practice is not intended to be limited
longer than three years and (ii) requirements-type contracts, other than requirements contracts to the optimum practice, method or act to the exclusion of all others or to be limited to the
providing for electricity sales at wholesale,with retail consumers or other end users of electricity_ lowest-cost practice, method or act, but rather to be a spectrum of possible practices, methods
and acts,having due regard for manufacturers' warranties and the jurisdiction.
"Point of Delivery" means the point or points of physical interconnection of the Initial
Facilities or Additional Facilities, as applicable, with the electric transmission grid, as "Qualified Use" means the sale of electricity to retail customers pursuant to generally
determined pursuant to the Interconnection Agreement. applicable and uniformly applied rate schedules or tariffs;provided that Qualified Use shall not
include any sale of electricity that gives rise to "private business use" or a"private loan"within
"Pooling Agreement" means, collectively, the Power Pooling Agreements between the meaning of Section 141 of the Code; and provided further that"Qualified use, shall include
UAMPS and the Members and certain other entities providing for the establishment and such additional uses of electricity as may be approved by UAMPS with a favorable opinion of
operation of the UAMPS Pool and related matters, including all supplements and appendices Bond Counsel.
thereto.
"PowerSales Contracts" means all of the Veyo Heat Recovery Project Power Sales "Rating Agency"has the meaning assigned to such term in the Indenture.
Contracts dated as of April 1, 2014 between UAMPS and the Participants (including this "Reference Project Costs" means the amount determined by UAMPS prior to the
Contract between UAMPS and the Participant), all of which are uniform in all material respects proposed issuance of Bonds to finance the Costs of the Initial Facilities for purposes of
in their term, conditions and provisions, with the exception of the Entitlement Share, the Capital calculating the amount of any Capital Contribution to be made by the Participant as provided in
Contribution Percentage,the Debt Service Percentage and the Debt Service Share for each of the Section 6 hereof Reference Project Costs shall equal the estimated final Cost of the Initial
Participants and the other matters set forth in the Exhibits attached hereto. Facilities less any Costs properly attributable solely to the issuance of Bonds, including debt
service reserves and costs of issuance of Bonds, and any other items in the definition of Cost of
"Project"means the Veyo Heat Recovery Project undertaken by UAMPS for the use and the Project not properly allocable to Reference Project Costs.
benefit of the Participants as provided in the Power Sales Contracts, consisting of the acquisition,
construction, ownership and operation of the Initial Facilities, the acquisition, construction, "Refunding Bonds" means refunding Bonds from time to time issued by UAMPS
ownership, operation, improvement and equipping of any Additional Facilities, and the rights, pursuant to the Financing Documents and in accordance with Section 16.
interests, obligations and liabilities of UAMPS under the Project Agreements.
"Required Approvals"means all governmental,regulatory and lender approvals, consents
"Project Agreements" means all Construction Agreements, any Operating Agreement, and authorizations required or necessary for (i) the execution, delivery and performance of this
the Interconnection Agreement, the Host Agreement, the Right-of-Way and the Transmission Contract (or any amendment hereto) by the Participant and (ii) this Contract (or any amendment
Agreements. hereto) to be the legal, valid and binding obligation of the Participant; provided, however, that
"Project Capability" means the Electric Power and associated Electric Energy that the "Required Approvals"does not include approval by the Participant's governing board or body.
Initial Facilities and any Additional Facilities are capable of producing. The Project Capability "Reserve and Contingency Fund" means the fund, if any, established pursuant to
initially available to UAMPS will be the nameplate rating of the generating unit included in the Section 19.
Initial Facilities,which is expected to equal the amount of Electric Power shown on SCHEDULE I,
and associated Electric Energy. "Right-of-Way" means (i) the right-of-way granted by the United States Bureau of Land
Management for UAMPS use of the land on which the Initial Facilities are to be located and (ii)
"Project Management Committee" means the committee of the Participants initially any other rights-of-way, leases, land grants, purchase contracts or related agreements allowing
established under Section 7. for the use of land on which Additional Facilities may be located.
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Attachment 1 Attachment 1
"System Point of Receipt" means (i) the point(s) of interconnection between the "Force Majeure" in the EPC Agreement, and any related cause, event or force constituting force
Participant's electric utility system and the transmission facilities of the applicable control area majeure or uncontrollable force or similar term as defined or described in any other Project
utility or (ii) such other point(s) for the receipt by the Participant of Electric Energy from the Agreement.
Project as may be agreed to by the parties.
"Uniform System of Accounts" means the Federal Energy Regulatory Commission
"Tax Status"means (i) the exclusion from gross income for federal income tax purposes Uniform Systems of Accounts Prescribed for Public Utilities and Licensees Subject to the
of the interest on any Bonds issued as tax exempt obligations or(ii)the right of a bondowner(or Provisions of the Federal Power Act, 18 C.F.R.Part 101,as the same may be modified, amended
other investor) to receive tax credits or the right of UAMPS to receive interest subsidy payments or supplemented from time to time or such other system of accounting as may be applicable by
on any Bonds issued as tax credit bonds or interest subsidy bonds, respectively, in each case law to UAMPS.
pursuant to the provisions of the Code.
(b) References to Sections, Schedules and Exhibits are to the Sections of and Schedules
"Transmission Agreements" means each transmission contract, agreement or tariff and Exhibits to this Contract, unless otherwise provided. Article and Section headings are
entered into by UAMPS or the Participant that is used or necessary for the delivery of Electric included herein for convenience of reference only and shall not constitute a part of this Contract
Power and Electric Energy from the Point of Delivery to the Participant's System Point of for any other purpose or be given any substantive effect Any of the defined terms may, unless
Receipt,whether by direct transmission, displacement,exchange or otherwise. the context otherwise requires, be used in the singular or the plural, depending on the reference.
"Transmission Costs"means, for each Billing Period of each Contract Year, all capital, The use of the word"include"or its derivations shall not be construed as language of limitation.
operating and other costs and expenses paid, payable, incurred or accrued by UAMPS during Section 2. Effectiveness of Power Sales Contracts; Term of Contract. (a) Promptly
such Billing Period for the transmission of Electric Energy from the Point of Delivery to the upon the approval of this Contract by its governing body's adoption of the Contract Resolution,
Participant's System Point of Receipt pursuant to the Transmission Agreements or otherwise. the Participant shall (i) cause this Contract to be executed by its authorized officers, and (ii)
The Participant shall be responsible for the payment of Transmission Costs to UAMPS hereunder deliver to UAMPS an executed counterpart of this Contract together with its completed
only to the extent that UAMPS has, at the request of the Participant, entered into or utilized certificate and the exhibits to it (in substantially the form attached hereto as EXHIBIT III) and an
Transmission Agreements for the transmission of Electric Energy from the Point of Delivery to opinion of counsel to the Participant in the form attached hereto as EXHIBIT V. Upon the receipt
the Participant's System Point of Receipt. by UAMPS of executed Power Sales Contracts and certificates and opinions from Participants
that have requested Entitlement Shares totaling 7,800 kW or more of Electric Power, UAMPS
"Trustee" means the bank or trust company acting as the trustee under the Financing shall cause all such Power Sales Contracts to be executed by its authorized officers and the
Documents. Effective Date of all such Power Sales Contracts shall occur. The Effective Date of executed
Power Sales Contracts subsequently received by UAMPS shall occur as provided in the
"VAMPS" means the first party named in the preamble of this Contract. All references definition of Effective Date.
to UAMPS in this Contract shall include Authorized Officers of UAMPS and their delegees
acting pursuant to specific authorization by the Board. (b) This Contract shall be in effect on and as of the Effective Date and will, unless this
Contract is terminated pursuant to Section 31, continue until the determination of the Project
"VAMPS Pool" means that certain electric power pool established pursuant to the Management Committee to terminate the Project and to cause all of the Power Sales Contracts to
Pooling Agreement under which UAMPS provides certain services with respect to the expire on a date certain following the last to occur of: (i)the date on which all Bonds have been
scheduling, dispatch and the sale of Electric Power and Electric Energy and other matters paid in full as to principal, premium and interest, or sufficient funds shall have been irrevocably
provided for in the Pooling Agreement, set aside for the full defeasance thereof and all other obligations of UAMPS under the Financing
Documents and the Project Agreements have been paid or satisfied; and (ii)the date on which the
"Uncontrollable Force"means any cause, event or force beyond the control of the party Initial Facilities and any Additional Facilities shall be taken out of service and terminated and all
affected, including,but not restricted to failure, or threat of failure of facilities,flood,earthquake, decommissioning costs shall have been paid or fully funded.
storm, fire, lightning, epidemic, war, terrorism, acts of a public enemy, riot, civil disturbance or
disobedience, labor dispute, labor or material shortage, sabotage, and restraint by court or public (c) UAMPS shall give notice to the Participant of the occurrence of the Effective Date
authority and action or non-action by, or inability to obtain the necessary authorizations or and shall prepare and deliver to each Participant a completed SCHEDULE I that shows the
approvals from, any governmental agency or authority, which by exercise of due diligence and Entitlement Shares of all Participants.
foresight such party could not reasonably have been expected to avoid and which by exercise of
due diligence it shall be unable to overcome. "Uncontrollable Force" includes any "Force
Majeure Event" as defined in the Host Agreement and any item identified in the definition of
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Attachment 1 Attachment 1
Section 3. Sale and Purchase of Entitlement Share. (a) From and after the Effective (i) use Commercially Reasonable Efforts consistent with and subject to the
Date, UAMPS shall sell to the Participant, and the Participant shall purchase from UAMPS, the terms and provisions of the Project Agreements to cause the Project to be expeditiously
Participant's Entitlement Share. and economically acquired and constructed pursuant to the Construction Agreements and
the Host Agreement;
(b) In consideration of the sale of its Entitlement Share, the Participant shall, in
accordance with and subject to the provisions of Section 8, pay to UAMPS in each Billing (ii) diligently defend and protect the rights of UAMPS and the Project under
Period: (i) from the Effective Date to the date of the first issuance of Bonds, the product of its the Construction Agreements and the Host Agreement;
Entitlement Share and all Costs of the Project associated with the development thereof for such
Billing Period, (ii) from and after the first issuance of Bonds, the product of its Debt Service (iii) enforce the contractors' obligations under the Construction Agreements
Share and all Debt Service Costs for such Billing Period; (iii) the product of its Entitlement and the Host Agreement;
Share and all Operation and Maintenance Costs for such Billing Period; and (iv) the
Transmission Costs, if any, incurred by UAMPS for the account of the Participant for such (iv) report at least quarterly to the Project Management Committee regarding
Billing Period. The first Billing Period shall commence not sooner than the month in which the the current status of construction of, and any changes to the estimated Commercial
Effective Date occurs. Each such payment is to be computed and made as provided in Section 8. Operation Date and cost of construction of the Initial Facilities and additional generating
units constituting Additional Facilities;and
Section 4. Development, Acquisition and Construction of the Initial Facilities;
Additional Facilities. (a) UAMPS shall use its best efforts to (1) cause the Project to be (v) give prompt notice to the Project Management Committee and the
expeditiously and economically acquired and constructed pursuant to the Construction Participant of the occurrence of the Commercial Operation Date of the Initial Facilities
Agreements and other Project Agreements and (2) finance the portion of the Cost of the Initial and additional generating units constituting Additional Facilities.
Facilities that is not paid from Capital Contributions made by the Participants through the
issuance of Bonds or other obligations of UAMPS. UAMPS may issue Bonds or other (c) A general description of the Initial Facilities is attached as EXHIBIT I. This
obligations pursuant to the Financing Documents to finance all or a portion of the costs incurred description may be revised from time to time as the components of the Initial Facilities are
in its investigation and development of the Project, including any item of the Cost of the Project. designed, engineered, constructed, installed and tested, and to describe Additional Facilities, as
appropriate. UAMPS and the Participant agree that in no event will any revisions to EXHIBIT I
(b) UAMPS and the Participant acknowledge and agree that: (1) as of the date of this alter or affect their respective rights and obligations under this Contract.
Power Sales Contract, UAMPS has not yet obtained the Permits and Approvals necessary for the
construction and operation of the Project; (2) UAMPS shall use its best efforts to obtain in a (d) As soon as practicable after the Commercial Operation Date of the Initial Facilities
timely manner all such Permits and Approvals; (3) pending receipt of the Permits and Approvals and additional generating units constituting Additional Facilities, UAMPS shall prepare a
and in order that the Commercial Operation Date may occur on the earliest practicable date, complete statement and reconciliation of the final (or substantially final) Cost of the Initial
UAMPS will, upon the approval and at the direction of the Project Management Committee as Facilities or Additional Facilities and submit the same to the Project Management Committee for
provided in Section 7, proceed with the acquisition of equipment and take other actions its review and acceptance. In the event that a substantially final statement of the cost of
preliminary to the construction of the Project; (4) all preliminary Costs of the Project so incurred construction of the Initial Facilities or Additional Facilities is submitted to and accepted by the
by UAMPS will be financed by the issuance of Bonds; and (5) in the event that UAMPS is Project Management Committee, UAMPS shall provide periodic reports to the Project
unable to obtain the required Permits and Approvals and the Board (acting upon the Management Committee regarding the cost of construction of the Initial Facilities or Additional
recommendation of the Project Management Committee pursuant to Section 7(d)(2)) determines Facilities until a final statement is available for its review and approval.
to terminate the Project,the Project will not be completed and the Participant will be required to
pay, among other things, its Debt Service Share of any Debt Service Costs until all such Bonds (e) UAMPS may from time to time recommend the acquisition or construction of
are fully paid and retired, all as contemplated by Section 8(g)hereof. In the event that the Project Additional Facilities to improve or add to the Initial Facilities. Any Additional Facilities shall be
Management Committee determines to terminate the Project in accordance with Section 7(d)(2) approved by the Project Management Committee. The Participant acknowledges and agrees that
hereof, UAMPS will use its best efforts to obtain the greatest possible value for all equipment (i) Additional Facilities shall not include additional generating units unless approved by the
and other salvageable items theretofore acquired by UAMPS and will credit any amounts Project Management Committee, (ii) additional generating units not constituting Additional
realized to the Participants in accordance with their Entitlement Shares. Facilities may be developed, constructed, operated and financed as a separate phase of the Project
as provided in paragraph (g) below and (iii) such separate Project phase may use facilities
(c) UAMPS shall perform its obligations under the Construction Agreements and the common to both the Initial Facilities and the Additional Facilities for such prices as may be
Host Agreement and shall: determined by the Project Management Committee. Upon the approval of the Project
Management Committee,UAMPS may enter into or approve such amendments and supplements
-14- -15-
Attachment 1 Attachment 1
to the Project Agreements as it deems necessary or desirable in connection with such separate (2) the date by which it must notify UAMPS of its election,which shall be not
phase. earlier than 30 days after the date of such notice;
(f) Additional generating units constituting Additional Facilities shall become a part of (3) the Reference Project Costs;and
the Project for all purposes of this Contract. UAMPS may revise the "KW AMOUNT" column in
SCHEDULE I as necessary in the event there are additional generation facilities constituting (4) the amount of the Participant's Capital Contribution, being the product of
Additional Facilities. such Reference Project Costs and the Participant's Entitlement Share.
(g) UAMPS may from time to time recommend the acquisition and construction of The Participant may elect to make a partial Capital Contribution equal to the amount of retained
additional generating units not as Additional Facilities but as a separate phase of the Project. earnings or other legally available funds not derived from any external borrowing that it
Any such separate phase, and any amendments and supplements to the Project Agreements in determines to apply to the Capital Contribution. In all other circumstances, a Participant may
connection therewith, shall be approved by the Project Management Committee. If so approved, elect to make a Capital Contribution in whole and not in part.
UAMPS shall offer the Participants the opportunity to participate in such separate phase under a
supplement to this Contract or under a separate agreement, as determined by the Project (b) The Participant's election to make a Capital Contribution shall be made by written
Management Committee_ Each Participant may elect to participate in such separate phase with resolution adopted by its governing body. An original or certified copy of such resolution shall
an entitlement share up to its then-current Entitlement Share. In the event that any Participant be submitted to UAMPS with the Participant's notice of its election to make the Capital
elects not to participate in the separate phase or elects a reduced entitlement share, the available Contribution. In the event that the Participant does not notify UAMPS of the determination of its
entitlement shares shall first be offered by UAMPS to the other Participants and then to such governing body by the date specified in the notice provided by UAMPS, the Participant shall be
other entities as directed by the Project Management Committee. The supplement to this deemed to have elected not to make a Capital Contribution.
Contract for any separate phase of the Project shall constitute a separate agreement between the
parties for all purposes. (c) Following receipt of the Participant's election to make the Capital Contribution,
Section S. Financing of the Project. (a) DAMPS shall finance the portion of the Cost DAMPS will provide the Participant with notice of:
of the Initial Facilities that is not paid from Capital Contributions made by the Participants (1) the date (which shall be not earlier than 30 days after the date of such
through the issuance of one or more series of Bonds or other obligations of UAMPS pursuant to notice)by which the Participant must make the Capital Contribution;
a plan of financing approved by the Project Management Committee. In addition,UAMPS may
issue Bonds to finance the Cost of any Additional Facilities pursuant to plans of financing (2) instructions for the deposit of the Capital Contribution into a separate and
approved by the Project Management Committee. segregated special escrow account established under the Financing Documents; and
(b) Each Participant may elect to make a Capital Contribution to UAMPS pursuant to (3) a written statement of information regarding UAMPS, the Project and the
Section 6. Prior to the giving by UAMPS of the notice required by Section 6(a), the Project Project Agreements for the Participant's use in any offering material for any indebtedness
Management Committee shall determine whether any additional interest expense on or in respect to be issued to finance the Capital Contribution.
of taxable Bonds (not eligible for tax credits or interest subsidy payments) shall be allocated to
those Participants whose legal status or use of Project Output requires the issuance of such The Capital Contribution shall be held and invested in accordance with the provisions of the
Bonds. In the event the Project Management Committee determines to make such allocation,the Financing Documents, which shall provide for the investment of the Capital Contribution, the
notice required by Section 6(a) shall include such information as shall be necessary to generally crediting of any interest earnings for the account of the Participant and the application of the
inform the affected Participants of the additional Debt Service Costs, if any,that will be payable Capital Contribution by the Trustee upon the direction of UAMPS to fund a portion of the Cost
by them in the event they elect not to make a Capital Contribution. of the Initial Facilities and for deposit into certain funds and accounts established by the
Financing Documents. If the Participant fails to make the Capital Contribution as and when
Section 6. Capital Contributions, Calculation of Capital Contribution Percentage, required by the UAMPS' notice, it shall be deemed to have rescinded its election to make the
Debt Service Percentage and Debt Service Share. (a) Prior to the issuance of long-term Bonds Capital Contribution.
to finance the Costs of the Initial Facilities, UAMPS shall give written notice to the Participant
of (d) The Participant acknowledges and agrees that the amount of the Capital
Contribution to be made by the Participant may be based upon a substantially final estimate of
(1) its right to elect to make a Capital Contribution; the Cost of the Initial Facilities and, in such event, will be subject to adjustment to reflect the
final Cost of the Initial Facilities approved by the Project Management Committee. Not more
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Attachment 1 Attachment 1
than 30 days following the determination of the final Cost of the Initial Facilities, UAMPS shall of UAMPS to suspend or terminate the Participant's right to receive the Electric Energy
render a final accounting statement to the Participant showing the final Cost of the Initial allocable to its Entitlement Share as provided in Section 22.
Facilities, the amount of and interest earnings on the Capital Contribution and any amount
payable by or credited to the Participant in respect of the final Cost of the Initial Facilities. The Section 7. Operation, Maintenance and Management of the Project. (a) UAMPS
Participant agrees that it will pay any additional amount payable by it on or before the 30th day covenants and agrees that it will use Commercially Reasonable Efforts consistent with and
following the date of such final accounting statement, or on such later date as may be approved subject to the terms and provisions of the Project Agreements to cause the Project to be operated,
by the Project Management Committee, maintained and managed in an efficient and economical manner in accordance with Prudent
Utility Practice for the joint and ratable benefit of all of the Participants. UAMPS agrees with
(e) After Capital Contributions have been made by all electing Participants, UAMPS and covenants to the Participant that UAMPS will vigorously enforce and defend its rights under
shall complete (or revise, as applicable) SCHEDULE I and provide a copy of the completed or the Project Agreements. The Participant acknowledges and agrees that UAMPS may, upon the
revised SCHEDULE I to each of the Participants. With respect to all Participants and at all times, approval of the Project Management Committee,from time to time enter into amendments of and
SCHEDULE shall show that: supplements to any or all of the Project Agreements and that, except as otherwise required by
Section 28(c),UAMPS will not be required to obtain the consent or approval of the Participant in
(1) the sum of each Participant's Capital Contribution Percentage and Debt connection with any such supplement or amendment.
Service Percentage equals its Entitlement Share;
(b) The Participant hereby acknowledges and agrees that, in order to promote the
(2) the sum of the Capital Contribution Percentages and Debt Service efficient and economical utilization of the Project and to fully realize the benefits to the
Percentages of all Participants equals 100%;and Participants of their joint and cooperative undertaking, it is necessary and desirable that UAMPS
control the operation of the Project and schedule the Project Output in accordance with the
(3) the sum of the Debt Service Shares of all Participants equals 100%. provisions of the Power Sales Contracts and the directions of the Project Management
Committee, and the Participant hereby authorizes UAMPS to take all actions necessary or
UAMPS' calculation and determination of the Cost of the Initial Facilities and the Participant's desirable in this regard.
Capital Contribution Percentage, Debt Service Percentage and Debt Service Share in accordance
with (1), (2) and (3) above shall be conclusive and binding upon UAMPS and the Participant. (c) The Participants hereby establish and confirm the Project Management Committee,
UAMPS shall revise SCHEDULE I from time to time as provided herein so that it sets forth the which shall consist of one voting representative from each Participant (who shall be the
correct Entitlement Shares, Capital Contribution Percentages,Debt Service Percentages and Debt Participant's Representative) and shall be chaired by a Participant's Representative elected by the
Service Shares of all Participants. Project Management Committee. Pursuant to the Contract Resolution, the Participant has
delegated full and complete authority to its Participant's Representative to act on all matters and
(f) The Participant acknowledges and agrees with UAMPS that: decisions that come before the Project Management Committee.
(1) its election to make a Capital Contribution shall be irrevocable and under (d) An Authorized Officer of UAMPS shall attend all meetings of the Project
no circumstances whatsoever shall the Participant be entitled to a return or rebate of all or Management Committee and shall cause minutes to be kept of all such meetings. The Joint
any portion of any Capital Contribution in the event that Uncontrollable Force, Action Agreement and the bylaws of UAMPS shall govern the procedures for and the voting
termination of any Project Agreements or other circumstances result in the suspension, rights on the Project Management Committee,provided that:
interruption, interference, reduction, curtailment or termination of the Project or the
Project Output; (1) The Participant's Representative of any Participant that is in default
hereunder shall not be entitled to vote on any matter during the period of such default and
(2) the Capital Contribution shall not be deemed to constitute an investment the consent or approval of such Participant or such Participant's Representative shall not
by the Participant and the Participant shall not be entitled to any investment earnings or be required to obtain any consent or approval required hereunder during the existence of
rate of return on the Capital Contribution, except with respect to interest earnings on the such default or to constitute a quorum of the Project Management Committee;
Capital Contribution pending its application as provided above;and
(2) A unanimous vote of all Project Management Committee Representatives
(3) any Capital Contribution made by the Participant shall not change or affect shall be required on all decisions which would result in the termination of the Project;and
UAMPS' ownership in the Project or any of the rights and obligations of UAMPS and the
Participant under this Contract, except as specifically provided herein, including the right (3) All decisions made by the Project Management Committee shall be made
by resolution, order or other appropriate action of the Project Management Committee
_t g_ _19_
Attachment 1 Attachment 1
and, before such resolution, order or action of the Project Management Committee shall (9) review, modify and recommend the Annual Budget and any amendments
take effect, the same shall be ratified and approved by resolution, order or action of the thereto to the Board;
Board, acting in accordance with the Joint Action Agreement and the bylaws of UAMPS.
The Participants acknowledge that the Joint Action Agreement provides, among other things, and (10) review, recommend and approve any Additional Facilities to the Board;
that decisions of the Board with respect to the Project shall be made only upon the
recommendation of the Project Management Committee and that weighted votes may be called (11) review, recommend and approve any actions or remedies to be taken by
for on any recommendation or decision to be made by the Project Management Committee or the UAMPS under Section 22 or 23.
Board,respectively,all as more fully provided in the Joint Action Agreement.
Section 8. Billing Periods, Billing and Payment. (a) The initial Billing Period to be
(e) In addition to its other responsibilities under the Power Sales Contracts, the Project used for the preparation, calculation and billing of the amounts payable by the Participant
Management Committee shall: hereunder shall be a Month. In order to promote the efficient and economic administration of the
Project,UAMPS may,at anytime after the end of the initial Contract Year and from time to time
(1) review, provide advice and direction to and consult with UAMPS thereafter, adopt another standard period of time as the Billing Period hereunder. In addition to
regarding the Project; the foregoing, UAMPS may, upon the approval of the Project Management Committee, from
time to time revise the billing and payment procedures provided for in this Section 8 to promote
(2) review, approve and provide advice and direction to UAMPS on the the efficient and economic administration of the Project or to conform such billing procedures to
Project Agreements and any modifications or amendments thereto, appoint all those utilized in connection with other projects of UAMPS. Any change in the Billing Period or
representatives of UAMPS serving under the Project Agreements and provide such in such billing and payment shall be made in the Annual Budget provided for in Section 14 and
direction to UAMPS as shall be necessary to enable UAMPS to meet timely its shall not be effective for at least 15 days after the mailing of notice of such change in the Billing
obligations and responsibilities under the Project Agreements; Period or in the billing and payment procedures to the Participant. At the time of the mailing of
such Annual Budget, UAMPS shall send to the Participant a revised form of paragraphs (b) and
(3) review and approve the plan of financing for all Bonds to be issued by (c) of this Section 8, which shall reflect any changes in the dates of billing and payment and the
UAMPS; method thereof that are necessary or desirable to make this Section 8 correspond to the new
Billing Period, such changes to become effective on the date the new Billing Period takes effect.
(4) supervise and provide direction to UAMPS with respect to the In no event shall any such change in the Billing Period or in the billing and payment procedures
construction of the Project, including approving the construction budget for the Project increase the amounts payable by the Participant pursuant to this Section 8 in respect of Operation
and the notices to proceed and notices to construct given under the Construction and Maintenance Costs,Transmission Costs and Debt Service Costs.
Agreements;
(b) For so long as the Billing Period is a Month,on or before the 25th day after the end
(5) review, modify, and approve or otherwise act on the quarterly estimates of of each Billing Period beginning with the first Billing Period in the first Contract Year, UAMPS
the Cost of the Project by the first day of the month prior to the beginning of each quarter; shall render to the Participant a billing statement showing the amount payable by the Participant
for such Billing Period in respect of. (i) Operation and Maintenance Costs; (ii) Transmission
(6) review, approve and provide advice and direction to UAMPS regarding Costs; (iii) Debt Service Costs; and (iv) any other amounts, adjustments or reconciliations
the Performance Tests for and the declaration of the Commercial Operation Date of the payable by or credited to the Participant pursuant to this Contract or the Financing Documents
Project under the applicable Project Agreements; and not otherwise shown, including items of the Cost of the Project not then or not to be financed
by the issuance of Bonds or Capital Contributions which have theretofore been incurred or are
(7) determine and declare the Project Capability upon the Commercial then due and payable by UAMPS. The Participant shall pay the total of such amounts at the time
Operation Date of the Project and from time to time thereafter as its deems necessary to specified in paragraph (c) of this Section 8, as the same may be revised from time to time_ The
reflect the actual capability of the Project; billing statement for each Billing Period shall be based,to the fullest extent practicable, upon the
actual operation of the Project during such Billing Period. To the extent that any billing
(8) review and approve the form of the appendix to the Pooling Agreement statement rendered by UAMPS shall have included any estimated amounts in respect of the
described in Section 9(b) and any operating and scheduling procedures and procedures or Participant's share of Operation and Maintenance Costs,Debt Service Costs or the Transmission
standards for the allocation of Environmental Attributes that may be deemed necessary or Costs or other costs allocable to the Participant, such estimated amounts shall be reconciled at
desirable in connection with the Project; least once during each Contract Year with the actual operation and scheduling of the Project and
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Attachment 1 Attachment 1
the Participant shall receive a bill or credit, as applicable,to reflect such reconciliations pursuant Participant pursuant to this Section 8 is a several obligation and not a joint obligation with those
to clause (iv) of this paragraph (b). of any other Participant. The obligation of the Participant to make such payments shall constitute
an obligation of the Participant and an operating expense of the Participant's electric system
(c) Payments required to be paid by the Participant to UAMPS pursuant to this payable solely from the revenues and other available funds of the electric system and shall
Section 8 shall be due and payable to UAMPS at the principal office of UAMPS, or by wire constitute a cost of purchased Electric Power and Electric Energy, and in no event shall the
transfer to such account as UAMPS shall designate in writing to the Participant, on the I Oth day Participant be obligated or required to levy or collect ad valorem property taxes or assessments to
of the Month following the Month in which the billing statement was rendered or at such other meet its payment obligations under this Contract. Such payments shall be made whether or not
time as may be established by UAMPS pursuant to paragraph (a)above. the Project or any portion thereof is acquired, completed, operable or operating and
notwithstanding the damage or destruction of the Project, the suspension, interruption,
(d) If payment in full is not made on or before the close of business on the due date, interference, reduction or curtailment of the Project Output, termination of any of the Project
UAMPS shall impose a delayed payment charge on the unpaid amount due for each day overdue Agreements, loss or interruption of transmission from the Point of Delivery or termination of any
at a rate equal to the lesser of one percent per month, compounded monthly,or the maximum rate Transmission Agreement, for any reason whatsoever, in whole or in part. The obligations of the
lawfully payable by the Participant; provided, however, that UAMPS, acting upon the direction Participant to make such payments shall not be subject to any reduction, whether by offset,
of the Project Management Committee, may elect to waive such delayed payment charge (or counterclaim, or otherwise,and shall not be conditioned upon the performance by UAMPS under
portion thereof)but only to the extent that any such waiver will not adversely affect the ability of this or any other agreement or instrument.
UAMPS to meet its payment obligations under the Project Agreements or the Financing
Documents_ If said due date is not a business day, payment shall be made on the next following (h) Subject to the provisions of the Project Agreements, UAMPS shall use
business day. Commercially Reasonable Efforts to collect or cause to be collected amounts arising from
insurance proceeds, condemnation awards, damages due from contractors, subcontractors or
(e) In the event of any dispute as to any portion of the billing statement for such Billing others and proceeds from the sale or other disposition of surplus property, all related to the
Period, the Participant shall nevertheless pay the full amount of the disputed charges when due Project, and shall apply all receipts, revenues and other moneys received by it or credited to it
and shall give written notice of the dispute to UAMPS not later than the 60th day after such from the foregoing sources to the repair, reconstruction or replacement of the Project, to the
billing statement was submitted. Such notice shall identify the disputed billing statement, state retirement or defeasance of Bonds (in whole or in part), by purchase, redemption or other
the amount in dispute and set forth a full statement of the grounds for such dispute. No arrangements therefor,to the payment of other costs and expenses of UAMPS in connection with
adjustment shall be considered or made for disputed charges unless such notice is given by the the Project or to the credit, pro rata, of the Participants, based upon their Entitlement Shares in
Participant. UAMPS shall give consideration to such dispute and shall advise the Participant the Project, all as provided in the Financing Documents.
with regard to its position relative thereto within thirty (30) days following receipt of such
written notice. Upon final determination (whether by agreement or determination by the Project (i) In the event that the failure of a Participant to make its payments in accordance with
Management Committee) of the correct amount,any difference between such correct amount and its Power Sales Contract shall have resulted in the application of amounts in any reserve or
such full amount shall be accounted for in the billing statement next submitted to the Participant working capital funds for the Project,any amounts thereafter paid to UAMPS, including delayed-
after such determination. payment and interest charges, by such defaulting Participant in respect of past due payments (i)
shall be used to replenish such fund or (ii) to the extent that the other Participants shall have
(f) Debt Service Costs, including any adjustments thereto, shall be determined by made up the deficiency created by such application or paid additional amounts into any such
UAMPS in accordance with the Financing Documents. Operation and Maintenance Costs, funds, shall be credited, pro rata, on the billing statements of such other Participants in the next
including any adjustments thereto, shall be determined by UAMPS in accordance with the Billing Period or Billing Periods as shall be appropriate.
applicable provisions of the Power Sales Contracts and the Project Agreements. UAMPS and the
Participant acknowledge and agree that certain categories of costs may be financed as a Cost of Section 9. Scheduling of Electric Energy Coordination with UAMPS Pool. (a) From
the Project (and paid by the Participant as Debt Service Costs or through Capital Contributions) and after the Commercial Operation Date of the Initial Facilities,the Participant shall be entitled
or paid by the Participant as Operation and Maintenance Costs, as determined by the Project to use pursuant to this Section 9 the Electric Energy allocable to the Participant's Entitlement
Management Committee, but without duplication of any item of cost. Transmission Costs, Share. CAMPS shall schedule or cause to be scheduled such Electric Energy in accordance with
including any adjustments thereto, shall be determined by UAMPS in accordance with the this Contract and the provisions of the Project Agreements. In its discretion, the Project
applicable provisions of this Contract and the Transmission Agreements. The Participant shall Management Committee may adopt operating and scheduling procedures to promote the efficient
pay all such amounts pursuant to this Section 8. utilization of the Project, and UAMPS shall provide a copy of any such procedures to the
Participant. The Participant acknowledges and understands that the Project will be a variable
(g) The obligation of the Participant to make the payments for Operation and resource and that UAMPS' ability to forecast the schedule of the Project Output will be limited.
Maintenance Costs, Transmission Costs, Debt Service Costs and other amounts payable by the
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Attachment 1 Attachment 1
(b) The Participant agrees that(i)prior and as a condition to the first delivery of Electric otherwise approved by the Project Management Committee. The Participant shall provide
Energy under this Contract, it will execute and deliver to UAMPS the Pooling Agreement and an UAMPS with copies of all Transmission Agreements utilized by it and with such other
appendix thereto (in a form approved by the Project Management Committee) that assigns the information regarding its transmission arrangements as UAMPS may reasonably request
Electric Energy allocable to the Participant's Entitlement Share to the UAMPS Pool and (ii) it
will perform its obligations under and will not take any action to terminate the Pooling (c) Electric Energy delivered hereunder and risk of loss shall pass from UAMPS to the
Agreement and such appendix during the term of this Contract The assignment of the Electric Participant at the Point of Delivery. As between the parties to this Contract, UAMPS shall be
Energy allocable to the Participant's Entitlement Share pursuant to the Pooling Agreement and deemed to be in exclusive control and possession of the Electric Energy delivered hereunder, and
appendix shall be solely for operating and scheduling purposes and shall not constitute an responsible for any damage or injury caused thereby, prior to the time such Electric Energy shall
assignment or transfer of the Participant's right, title and interest in and to such Electric Energy. have been delivered to the Participant at the Point of Delivery. After delivery of Electric Energy
At any time the Project is operable or operating the Participant shall not be entitled to use in any to the Participant at the Point of Delivery, the Participant shall be deemed to be in exclusive
hour Electric Energy in excess of that which is allocable to the Participant's Entitlement Share, control and possession thereof and responsible for any injury or damage caused thereby.
unless arrangements have been made for a planned purchase of such Electric Energy through the UAvIPS assumes all liability for and shall indemnify, defend and hold harmless the Participant
UAMPS Pool. Any surplus Electric Energy attributable to the Participant's Entitlement Share (individually) from any claims, including death of persons, arising from any act or incident
shall be sold or otherwise disposed of by the Participant only in accordance with the provisions occurring when title to Electric Energy is vested in it. All costs and expenses incurred by
of such appendix to the Pooling Agreement. In addition to any sales of surplus Electric Energy UAMPS under the foregoing indemnity shall constitute a Cost of the Project or an item of
requested by the Participant through the UAMPS Pool, UAMPS will utilize Commercially Operation and Maintenance Costs, as determined by the Project Management Committee. The
Reasonable Efforts to sell, exchange or otherwise dispose of any incidental surplus Electric Participant assumes all liability for and shall indemnify, defend and hold harmless UAMPS and
Power and Electric Energy attributable to the Project for the benefit of the Participants. the other Participants from any claims, including death of persons, arising from any act or
incident occurring when title to Electric Energy is vested in it It is the intent of the parties that
(c) Prior to the first delivery of Electric Energy under this Contract,the Participant shall this indemnity be without regard to the causes thereof, including, without limitation, the
provide to UAMPS a written schedule of the Participant's available electric resources and the negligence of any indemnified party, whether such negligence be sole, joint or concurrent, or
order in which such resources are to be applied to meet the Participant's requirements for Electric active or passive or the strict liability of any indemnified parry.
Power and Electric Energy. UAMPS shall verify all such resources and promptly notify the
Participant of any rejection of such resources. The Participant may revise or modify such Section 11. Interruption or Reduction of Deliveries. The Participant acknowledges that
schedule upon written notice to UAMPS at least one business day prior to the beginning of any deliveries of Electric Energy to the Point of Delivery may be interrupted or reduced if. (a)any
Billing Period. operator of the Project determines that such interruption or reduction is necessary in case of
emergencies affecting the Project, in order to install equipment,to make repairs and replacements
Section 10. Point of Delivery; Transmission Contracts; Risk of Loss. (a) The Electric to, to make investigations and inspections of, or to perform maintenance work on, the Project or
Energy allocable to the Participant's Entitlement Share shall be delivered at the Point of otherwise carry out its obligations in respect of Project operations; (b) such interruption or
Delivery. The Participant shall be responsible for, and shall pay all costs of, (i)the transmission reduction is required under the Interconnection Agreement or by any regulatory body,
of Electric Energy from the Point of Delivery to its System Point of Receipt and (ii) the independent system operator, regional transmission organization or similar entity; or(c)Electric
distribution and delivery of Electric Energy from its System Point of Receipt to its customers. Energy from the Project is otherwise unavailable whether due to an event of Uncontrollable
The Participant shall give written notice to UAMPS of its System Point of Receipt prior to the Force or otherwise, including without limitation the failure of a Host to operate its facilities for
Commercial Operation Date of the Initial Facilities or Additional Facilities, and shall give the purpose of making waste heat available to the Project or in a manner so as to produce any
prompt written notice to UAMPS of any change to its System Point of Receipt. particular quantity of waste heat.
(b) Upon the request of the Participant, UAMPS will use Commercially Reasonable The Participant acknowledges that under the Host Agreement relating to the Initial
Efforts to enter into one or more Transmission Agreements, or will utilize its transmission rights Facilities, the Host has no obligation to operate the Veyo Compressor Station or any of its other
under existing Transmission Agreements, to provide for transmission service for the Electric facilities for the purpose of making waste heat available to the Project or in a manner so as to
Energy allocable to the Participant's Entitlement Share from the Point of Delivery to the produce any particular quantity of waste heat
Participant's System Point of Receipt. Any Transmission Agreements entered into by UAMPS
for or on behalf of the Participant shall be approved by UAMPS and the Participant, and the Section 12. Availability of Electric Energy; Disposition of Environmental Attributes.
Participant shall pay all Transmission Costs thereunder. The Participant agrees that it shall (a) Except as provided otherwise by this Contract and subject to the provisions of the Project
maintain (or cause UAMPS to maintain) during the term of this Contract, such Transmission Agreements, Electric Energy allocable to the Participant's Entitlement Share shall be made
Agreements as shall be necessary for the firm transmission of the Electric Energy allocable to its available in accordance with this Contract during the term hereof; provided, however, that
Entitlement Share from the Point of Delivery to its System Point of Receipt, except as may be nondelivery of Electric Energy hereunder for any reason whatsoever (i) shall not relieve the
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Attachment 1 Attachment 1
Participant from its obligation to make its payments under Section 8 and(ii) shall not impose any Costs and Debt Service Costs for the Contract Year. In the event such review indicates that the
liability upon UAMPS for any direct or consequential damages suffered by the Participant. Annual Budget does not or will not substantially correspond with actual receipts or expenditures,
or if at any time during such Contract Year there are or are expected to be extraordinary receipts,
(b) The Participant acknowledges and agrees that deliveries of the Electric Energy credits or expenditures of costs substantially affecting Operation and Maintenance Costs and
allocable to its Entitlement Share to the Point of Delivery are not firm and are contingent upon Debt Service Costs, UAMPS shall prepare and provide to the Participant's Representative a
the operation of the Project and other factors. The costs of reliability and related requirements revised Annual Budget, recommended by the Project Management Committee and approved by
imposed upon the Project by an independent system operator,regional transmission organization the Board, incorporating adjustments to reflect such receipts, credits or expenditures which shall
or other regulatory or administrative body shall be payable by the Participants as an item of thereupon supersede the previous Annual Budget. The revised Annual Budget and any written
Operation and Maintenance Costs. To the extent that such costs are imposed upon individual materials that accompany it shall specifically identify the changes from the Annual Budget that
Participants,they shall be the sole responsibility of the affected Participant(s). was previously in effect.
(c) If the Participant determines not to use Environmental Attributes associated with (c) UAMPS agrees that it will keep accurate records and accounts relating to the
its Entitlement Share in connection with the operations of its electric utility system for any reason Project, the Project Agreements, the Cost of the Project, Operation and Maintenance Costs,
and for any period of time, it shall give UAMPS notice to dispose of such Environmental Transmission Costs and Debt Service Costs in accordance with the Financing Documents and the
Attributes for the benefit of the Participant. UAMPS will use Commercially Reasonable Efforts Uniform System of Accounts, separate and distinct from its other records and accounts;provided
to sell,remarket or otherwise cause such Environmental Attributes to be advantageously utilized. that UAMPS may establish revenue and operation and maintenance funds that account for more
UAMPS and the Participant acknowledge that (i) the Project Management Committee may than one project of UAMPS so long as UAMPS shall maintain books and records adequate to
establish standards and procedures for the disposition of Environmental Attributes, (ii) any show the amounts in each of such funds allocable to each such project. Said accounts shall be
disposition of Environmental Attributes may constitute a disposition of Bond-financed property audited annually by a firm of certified public accountants, experienced in public finance and
and may be subject to restrictions and limitations necessary to maintain the Tax Status of the electric utility accounting and of national reputation, to be employed by UAMPS. A copy of
Bonds (which may affect the price obtainable upon any sale of such Environmental Attributes), each annual audit, including all written comments and recommendations of such accountants,
and (iii) the other Participants shall have a right of first refusal to acquire such Environmental approved by the Members shall be furnished by UAMPS to the Participant not later than 180
Attributes at prevailing market prices or such other prices as the Project Management Committee days after the end of each Contract Year.
may determine to be reasonable in its sole discretion.
Section 15. Information to Be Made Available. (a) UAMPS shall make available for
Section 13. Insurance. UAMPS shall maintain or pursuant to the Project Agreements examination by the Participant (subject to their availability to UAMPS under the applicable
shall cause there to be maintained, as part of the Cost of the Project or Operation and provisions of the Project Agreements):
Maintenance Costs, as appropriate, insurance with responsible insurers with policies against risk
or direct physical loss, damage or destruction of the Project, including liability insurance and (1) all books of accounts, records, documentation and contracts in the
employers' liability insurance, all to the extent consistent with Prudent Utility Practice and to the possession of UAMPS relating to the operation of the Project;
extent available at reasonable cost, but in no case less than will satisfy applicable regulatory
requirements and requirements of the Financing Documents. (2) copies of all agreements and data in the possession of UAMPS relating to
the financing of the Project;
Section 14. Annual Budget;Accounting. (a) On or before 15 days prior to the estimated
commencement of the first Contract Year and on or before the beginning of each Contract Year (3) copies of all operating and financial records and reports relating to the
thereafter, UAMPS shall prepare and mail to the Participant an Annual Budget for the Project Project in the possession of UAMPS;
recommended by the Project Management Committee and approved by the Board, based, to the
extent appropriate, on budgets received under the Project Agreements, showing an annual (4) copies of policies of insurance carried pursuant to Section 13;and
estimate for the following Contract Year of (i) Operation and Maintenance Costs and Debt
Service Costs, and the Participant's share of each, and (ii)the Transmission Costs payable by the (5) such other information and documents with respect to the Project as the
Participant. The Participant shall, to the extent and in the manner deemed appropriate by the Participant may reasonably request from time to time.
Participant, incorporate the estimates shown on the Annual Budget in its annual budgetary
process. (b) The Participant acknowledges that the ability of UAMPS to sell the Bonds depends
upon, among other things, the credit standing of the Participants and their electric systems and
(b) At the and of each quarter during each Contract Year and at such other times as it that it will be necessary for UAMPS to provide certain information with respect to the
shall deem desirable, UAMPS shall review the Annual Budget of Operation and Maintenance Participants and their electric systems in connection with the sale of the Bonds (whether or not
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Attachment 1 Attachment 1
the Participant is making a Capital Contribution). In addition, UAMPS may be required to enter Committee approves the issuance of Additional Bonds, it shall determine whether to make a
into continuing disclosure undertakings pursuant to Rule 15c2-12 of the Securities and Exchange capital contribution option available to the Participants and the procedures therefore.
Commission (or other law or regulation) to provide annual financial and operating information.
Consequently, the Participant covenants to and agrees with UAMPS that the Participant will (c) In the event Debt Service Costs may be reduced by the refunding of any Bonds then
provide to UAMPS all information with respect to the Participant and its electric system, outstanding or in the event it shall otherwise be advantageous, in the opinion of UAMPS, to
including financial and operating information and all contracts, documents, reports, bond refund any Bonds, UAMPS may issue and sell Refunding Bonds in accordance with the
resolutions and indentures, as may be requested by UAMPS or its counsel in connection with the Financing Documents.
financing of the Project, the issuance of the Bonds and compliance with such continuing
disclosure undertakings. (d) Any Additional Bonds or Refunding Bonds may be secured by the pledge made
pursuant to the Financing Documents of the payments required to be made by the Participant
(c) The Participant covenants to and agrees with UAMPS that the Participant will under Section 8 and of other revenues of UAMPS attributable to the Project and may rank on a
furnish to UAMPS (i) concurrently with its execution and delivery of this Contract and not later parity as to the security afforded by the provisions of this Contract with all Bonds theretofore
than 180 days after the end of each fiscal year of the Participant thereafter(or such earlier date as issued pursuant to and secured in accordance with the provisions of the Power Sales Contracts.
may be required by law), (A) a copy of the most recent annual financial statements of the
Participant and its electric enterprise fund, audited by an independent certified public accountant Section 17. Disposition or Termination of the Project. (a) Except as provided in
or firm of such accountants, together with copies of all management letters and written Section 23(d) and this Section 17, UAMPS shall not sell, lease or otherwise dispose of the
recommendations and comments submitted by the accountants making such audit, and (B) the Project or any substantial part of the Project without the consent of all of the Participants.
information and documents described in EXHIBIT II attached hereto, and (H) such other Subject to the provisions of the Financing Documents and the Project Agreements, this Section
information and documents as UAMPS may reasonably request from time to time. 17 shall not prohibit a merger or consolidation or sale of all or substantially all of the property of
The Participant may notify UAMPS if non-public information is contained in the UAMPS.
materials provided under EXHBIT E. UAMPS agrees to (i) classify any such non-public (b) Subject to the applicable provisions of the Project Agreements, if the Project shall
information as "protected records"within the meaning of the Utah Government Records Access be terminated, UAMPS shall use Commercially Reasonable Efforts to cause the Project to be
and Management Act and (H) notify the Participant of any demand for disclosure of such economically salvaged, discontinued, disposed of or sold in whole or in part. UAMPS shall
information and will cooperate with the Participant in contesting any such disclosure demand. make accounting statements for each Billing Period to the Participant of all costs and any net
proceeds associated therewith. Such accounting statements shall continue for such Billing
(d) Concurrently with its execution and delivery of this Contract, the Participant shall Periods until the Project has been salvaged, discontinued or finally disposed of, at which time a
deliver to UAMPS (i) a certificate, together with attached exhibits, in substantially the form final accounting statement with respect thereto shall be made by UAMPS at the earliest
attached hereto as EXHTBTT III and (ii) an opinion of counsel in substantially the form attached reasonable time. The costs of salvage, discontinuance or disposition shall include, but shall not
hereto as EXHBIT V. In connection with each issuance of Bonds by UAMPS and at such other be limited to, all accrued costs and liabilities resulting from the acquisition, construction,
times as UAMPS may reasonably request, the Participant shall deliver to UAMPS (iii) a bring- operation or maintenance of and renewals and replacements to the Project. Such costs and,
down certificate in substantially the form attached hereto as EXHIBIT IV, and (iv) a bring-down subject to the provisions of the Financing Documents, the net proceeds, if any, from the sale or
opinion of counsel in substantially the form attached hereto as EXHTBTT VI. salvage of Project components or assets shall be allocated among the Participants based upon
Section 16. Additional Bonds and Refunding Bonds. (a) Additional Bonds maybe sold their respective Entitlement Shares.
and issued by UAMPS in accordance with the provisions of the Financing Documents at any Section 18. Representations, Warranties, Covenants and Agreements of the Participant.
time and from time to time for the purpose of financing the Cost of the Project. UAMPS may (a) The Participant represents and warrants to UAMPS as follows:
incur other obligations pursuant to the Financing Documents to achieve purposes deemed
beneficial to the Project. (1) The Participant is a public utility district, duly created and validly existing
under the laws of the State of California, and has the corporate power and authority to
(b) Any Additional Bonds shall be secured by the pledge made pursuant to the enter into and perform its obligations under this Contract.
Financing Documents of the payments required to be made by the Participant under Section 8,as
such payments may be increased and extended by reason of the issuance of Additional Bonds, (2) This Contract has been duly authorized, executed and delivered by the
and of other revenues of UAMPS attributable to the Project Additional Bonds may be issued in Participant and constitutes its legal, valid and binding obligation enforceable in
amounts sufficient to pay the full amount of such costs and to provide such reserves as may be accordance with its terms.
determined by UAMPS to be reasonably necessary. In the event that the Project Management
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Attachment 1 Attachment 1
(3) All Required Approvals have been obtained. Entitlement Share shall be acquired by other Participants, UAMPS shall notify the other
Members of UAMPS of the proposed assignment of an Entitlement Share and shall
(4) As of the date of this Contract,to the Participant's knowledge,there is no provide such Members with an opportunity to acquire the remaining portion of the
pending or threatened action or proceeding affecting the Participant which purports to Participant's Entitlement Share.
affect the authorization, legality, validity or enforceability of this Contract, the Joint
Action Agreement or the Pooling Agreement. In the event that less than all of the Entitlement Share proposed to be transferred or
assigned is to be acquired by other Participants or other Members of UAMPS, the
(b) The Participant covenants and agrees with UAMPS as follows: Participant may proceed to transfer or assign its Entitlement Share and its rights under
this Contract upon satisfaction of the following conditions: (A) at the sole option of
(1) Maintenance of Rates. The Participant shall establish, maintain, revise, UAMPS either(i)the purchaser or assignee shall assume all obligations of the Participant
charge and collect rates for electric service rendered by it to its customers so that such under this Contract in such a manner as shall assure UAMPS to its sole satisfaction that
rates shall provide revenues which, together with other funds reasonably estimated to be the Participant's Entitlement Share to be purchased hereunder and the amounts to be paid
available, will be sufficient to meet the Participant's obligations to UAMPS under this therefor will not be reduced, and if and to the extent deemed necessary by UAMPS in its
Contract, to pay all other operating expenses of the Participant's electric system and to sole discretion to reflect such assignment and assumption,UAMPS and such purchaser or
provide revenues sufficient to pay all obligations of the Participant payable from, or assignee shall enter into an agreement supplemental to this Contract to clarify the terms
constituting a charge or lien on,the revenues of its electric system and,to the extent being upon which the Participant's Entitlement Share is to be sold hereunder by UAMPS to
paid from the revenues of its electric system, all general obligation bonds of the such purchaser or assignee; or (ii) such purchaser or assignee shall enter into a new
Participant now or hereafter outstanding. contract with UAMPS for the purchase of the Participant's Entitlement Share at a price
and on terms which UAMPS in its sole discretion determines not to be less beneficial to it
(2) Maintenance of Revenues. The Participant shall promptly collect all and the other Participants than this Contract; (B)the senior debt, if any, of such purchaser
charges due for electric utility services supplied by it as the same become due. The or assignee, if such purchaser or assignee is not a Participant shall be rated by at least
Participant shall at all times maintain and shall exercise Commercially Reasonable `Baa2" or "BBB", as applicable, by at least one Rating Agency; (C) the Project
Efforts to enforce its rights against any person, customer or other entity that does not pay Management Committee shall by resolution determine that such sale, lease or other
such charges when due. disposition will not adversely affect UAMPS,the other Participants or the security for the
payment of Bonds; and (D) UAMPS shall have received an opinion of Bond Counsel to
(3) Sale or Assignmenl of Electric System or Power Sales Contract. During the effect that such sale, assignment or disposition will not by itself adversely affect the
the term of this Contract,the Participant shall not sell, lease or otherwise dispose of all or Tax Status of Bonds theretofore issued or thereafter issuable. UAMPS shall make the
substantially all of its electric system, except upon compliance with the following determinations required by this subparagraph (3)within one hundred twenty(120)days of
provisions respecting the transfer or assignment of its Entitlement Share. receipt by UAMPS of the notice referred to in the first sentence of this subparagraph and
The Participant shall not assign or transfer all or any part of its Entitlement Share or any shall provide a written copy of such determinations to the Participant.
or all of its interests under this Contract, except upon one hundred twenty (120) days' In the event any sale, lease or other disposition is permitted pursuant to this subparagraph
prior written notice to UAMPS and compliance with the provisions set forth below_ (3), UAMPS may require as additional security to assure the flow of revenues under this
Within thirty(30) days after receipt of such notice from the Participant(and if such notice Contract, and the transferring and assigning Participant shall provide or cause to be
indicates that the Participant proposes to assign its Entitlement Share), UAMPS shall provided either a prepayment or a security deposit for amounts due under this Contract in
notify all of the other Participants of the proposed assignment or transfer by the such amounts as shall be determined by the Project Management Committee.
Participant of all or part of its Entitlement Share. Each of the other Participants shall
have the option of acquiring all or any portion of the Entitlement Share that is proposed to Upon the completion of any such sale, lease or other disposition, UAMPS shall prepare
be assigned or transferred and shall notify UAMPS of its exercise of such option within and send to each of the Participants a revised SCHEDULE I, setting forth the Entitlement
forty-five days of its receipt of the notice from UAMPS referred to in the preceding Shares, Capital Contribution Percentages, Debt Service Percentages and Debt Service
sentence. In the event that two or more of the other Participants shall exercise their Shares of the Participants,as revised to reflect such sale, lease or other disposition.
options with respect to the Entitlement Share that is proposed to be assigned or
transferred in amounts which exceed the total Entitlement Share proposed to be assigned, (4) Prudent Utility Practice. The Participant shall, in accordance with
UAMPS shall,to the extent necessary, make a pro rata allocation of the such Entitlement Prudent Utility Practice, (A) at all times operate its electric system and the business
Share among the Participants which have exercised their options,based upon the existing thereof in an efficient manner, (B) maintain its electric system in good repair, working
Entitlement Shares of the requesting Participants. In the event that less than all of such order and condition, (C) from time to time make all necessary and proper repairs,
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Attachment 1 Attachment 1
renewals, replacements, additions, betterments and improvements with respect to the used to pay or provide reserves for unusual or extraordinary Operation and Maintenance Costs,
electric system, so that at all times the business thereof shall be properly conducted and renewals, repairs, replacements, additions or betterments of or to any items included in the
(D) duly perform its obligations under all power supply and transmission service Project, the cost of any Additional Facilities or the cost of or reserves for decommissioning and
agreements to which it is a party. termination of the Initial Facilities and any Additional Facilities.
(5) Operating Expenses. UAMPS and the Participant intend that the (b) The Project Management Committee may direct UAMPS to include in the Annual
payments to be made by the Participant to UAMPS pursuant to this Contract (A) will be Budget adopted pursuant to Section 14 an amount for deposit into the Reserve and Contingency
payable and as an operating expense of the Participant's electric system and a cost of Fund. This amount may represent either an appropriation of excess revenues from the operation
purchased electric power and energy and (B) will be payable (together with all other of the Project during the preceding Fiscal Year or amounts to be billed to and collected from the
operating expenses) as a first charge on the revenues derived from the operation of its Participants as an item of Operation and Maintenance Costs during the Fiscal Year covered by
electric system. The Participant covenants to and agrees with UAMPS that it will include the Annual Budget
the annual payments required to be made by it under this Contract as a cost of purchased
electric power and energy as an operating expense in the annual operating budget of its Section 20. Pledge of Payments. All payments required to be made by the Participant
electric system and in any resolution, ordinance or indenture providing for future pursuant to the provisions of Section 8, together with other revenues of UAMPS attributable to
borrowings for the Participant's electric system. the Project may be pledged by UAMPS pursuant to the Financing Documents to secure the
payment of Bonds.
(6) Tax Status. (A) The Participant agrees that it will apply all of the Electric
Energy acquired under this Contract to a Qualified Use and that it will not take or omit to Section 21. Default by Participant. Each of the following shall constitute a"default"by
take any action (whether with respect to the Electric Energy or Environmental Attributes the Participant under this Contract:
acquired under this Contract or otherwise) which could, either alone or in conjunction
with any other similar actions by the Participant or other Participants, adversely affect the (a) failure of the Participant to make to UAMPS any of the payments for
Tax Status of any Bond or Bonds theretofore issued or thereafter issuable by UAMPS. which provision is made in this Contract within five business days after the due date of
Upon any breach of the foregoing covenants, the Participant shall take and pay the costs any such payment;or
of all remedial actions as may be directed by UAMPS in order to maintain the Tax Status
of the Bonds. (b) failure by the Participant to observe any of the covenants, agreements or
obligations on its part contained herein and failure to remedy the same for a period of
(B) At the time of execution of this Contract the Participant has no contracts sixty days after written notice thereof, specifying such failure and requiring the same to
(and has no current expectation of entering into any contracts) to provide electric service be remedied, shall have been given by or on behalf of UAMPS; or
to any entity that is not a state or local government, except for Permitted Contracts. At
least thirty (30) days prior to entering into any such contract, the Participant shall notify (c) bankruptcy, reorganization, arrangement, insolvency or liquidation
UAMPS of its intent to enter into such contract and provide copies of such contract to proceedings, including without limitation proceedings under Title 11, Chapter 9, United
UAMPS. Within thirty (30) days after receipt of such notice, UAMPS shall advise the States Code or other proceedings for relief under any federal or state bankruptcy law or
Participant as to whether, in the opinion of Bond Counsel, such contract would result in a similar law for the relief of debtors, are instituted by or against the Participant and, if
violation of the covenant in clause (A) above. The cost of such opinion and other reports instituted against the Participant, said proceedings are consented to or are not dismissed
necessary in connection therewith shall be borne by the Participant. within thirty(30) days after such institution.
(C) The Participant agrees to provide such information as UAMPS may Section 22. Continuing Obligation of Participant; Right of UAMPS to Discontinue
request and to comply with such additional instructions as may be provided by UAMPS Service. (a) In the event of any default referred to in Section 21, the Participant shall not be
in order to confirm and maintain the Qualified Use of the Electric Energy sold under this relieved of its liability for payment of any amounts in default or its failure to observe its
Contract and its use of Environmental Attributes in accordance with the provisions of this covenants, agreements and obligations hereunder and UAMPS shall have the right to recover
Section and Section 12(c). from the Participant any amount in default. In enforcement of any such right of recovery,
UAMPS may bring any suit, action, or proceeding in law or in equity, including mandamus and
Section 19. Reserve and Contingency Fund. (a) In addition to various funds and action for specific performance, as may be necessary or appropriate to enforce any covenant,
accounts established under the Financing Documents, UAMPS may establish an additional fund agreement or obligation of the Participant hereunder or the obligation of the Participant to make
with respect to the Project known as the"Reserve and Contingency Fund"to be funded,held and any payment for which provision is made in this Contract
applied as provided herein. Amounts on deposit in the Reserve and Contingency Fund may be
-32 -33-
Attachment 1 Attachment 1
(b) In addition to proceeding with its rights against a defaulting Participant pursuant to Section 23. Transfer of Entitlement Share Following Default; Other Actions by
paragraph (a) above, DAMPS may, upon not less than thirty (30) days' written notice from UAMPS. (a) UAMPS and the Participant acknowledge that a default by any of the Participants
DAMPS to the defaulting Participant, suspend or terminate the Participant's right to receive its under its Power Sales Contract could reduce the revenues available to UAMPS which are
Entitlement Share under this Contract. Such notice shall be entitled "NonCE OF DEFAULT necessary in order for UAMPS to meet its obligations under the Project Agreements and the
UNDER VEYO HEAT RECOVERY PROJECT POWER SALES CONTRACT" and shall: (i) describe the Financing Documents on a timely basis. In the event of an insufficiency of revenues and an
type and amount of payments that are then due and unpaid(in the case of a default under Section inability of UAMPS to meet timely such obligations, the ability of UAMPS to deliver Electric
21(a)) or the nature of such default (in the case of a default under Section 21(b) or (c)); and (ii) Energy from the Project and the interests of all of the Participants will be materially and
state that the failure to make full and timely payment of all amounts due and payable hereunder, adversely affected. The provisions of this Section 23 are intended to provide a means to assure
or otherwise to cure such default,within thirty(30) days from the date such notice is received by the sufficiency of revenues to UAMPS following a default by a Participant under its Power Sales
the defaulting Participant(as determined pursuant to Section 32) could result in the suspension or Contract. The Participants agree that the provisions of this Section 23 are reasonable and
termination of its Entitlement Share, in whole or in part. UAMPS shall have no obligation to necessary in order for them to achieve the benefits oftheirjoint and cooperative undertaking with
provide further notice of the default and its consequences to the defaulting Participant. respect to the Project.
(c) If the defaulting Participant in good faith disputes the basis for or the validity of the (b) In the event of a default by any Participant and suspension or termination of the
default(s) described in the written notice of UAMPS, including any amounts stated in the notice Participant's right to receive its Entitlement Share pursuant to Section 22, but only if the Project
as being due and unpaid, it shall nevertheless make such payment within said thirty (30)-day has not been terminated, UAMPS and the nondefaulting Participants shall take the following
period under written protest directed to UAMPS specifying the basis upon which the protest is actions in the order set forth below:
based. Protested payments shall be treated as a dispute in a monthly billing statement and
UAMPS shall consider such dispute as provided in Section 8(e). All other disputes shall be (1) UAMPS shall immediately allocate all of the defaulting Participant's
addressed as provided in Section 25(b). Entitlement Share among all of the nondefaulting Participants, pro rata on the basis of
their then-current Entitlement Shares, which shall remain in effect only until the
(d) In connection with its determination to suspend or terminate a defaulting completion of the procedures provided for in this paragraph (b). UAMPS shall provide
Participant's Entitlement Share, UAMPS shall take into account, among such other matters as written notice to the nondefaulting Participants of the initial allocation of the defaulting
UAMPS in its sole discretion shall deem relevant, the amounts and due dates of its payment Participant's Entitlement Share which notice shall (A) set forth the date of the initial
obligations under the Project Agreements and the Financing Documents and the funds and allocation, (B) include a revised SCHEDULE I showing the increased Entitlement Shares
revenues available to UAMPS to enable it to meet its obligations thereunder. and (to the extent applicable)the revised Capital Contribution Percentages,Debt Service
Percentages and Debt Service Shares of the nondefaulting Participants as a result of such
(e) In the event that UAMPS has suspended (but not terminated) a defaulting allocation, (C) direct each of the nondefaulting Participants to make an election pursuant
Participant's right to receive the Electric Energy allocable to its Entitlement Share, such to subparagraph (2) below, and (D) set forth the date by which each of the nondefaulting
Participant may restore its right to receive such Electric Energy by(i)taking all actions on its part Participants must notify UAMPS of such election. The initial allocation of the defaulting
necessary to cure or remedy the default, (ii) paying all amounts necessary to compensate the Participant's Entitlement Share and the increased Entitlement Shares and the revised
nondefaulting Participants and UAMPS for fees,costs, expenses and losses incurred by them as a Capital Contribution Percentages, Debt Service Percentages and Debt Service Shares of
result of such default, and (iii) taking such other action and paying such amounts, including the nondefaulting Participants as a result of such allocation (as shown on the revised
providing such adequate assurances of performance (such as a prepayment or the posting of a SCHEDULE I prepared by UAMPS) shall remain in effect until the completion of the
security deposit)as may be reasonably required by the Project Management Committee. procedures provided for in this paragraph (b). During such period, each of the
nondefaulting Participants shall have all of the rights, benefits, obligations and
(f) The suspension or termination of a defaulting Participant's right to receive its responsibilities associated with its increased Entitlement Share and its revised Capital
Entitlement Share and any actions taken by UAMPS pursuant to Section 23 shall not terminate, Contribution Percentage, Debt Service Percentage and Debt Service Share as a result of
reduce or modify the defaulting Participant's obligations and liabilities under its Power Sales such allocation.
Contract. The defaulting Participant shall remain liable under all billing statements rendered by
UAMPS, whether prior or subsequent to the default, and UAMPS for itself and on behalf of the (2) Within sixty days after the initial allocation of the defaulting Participant's
nondefaulting Participants shall be entitled to recover from the defaulting Participant all Entitlement Share, each nondefaulting Participant shall notify UAMPS in writing of its
damages, legal fees, costs and expenses incurred by UAMPS and the nondefaulting Participants election to: (A)retain all of its initial allocation of the defaulting Participant's Entitlement
as a result of such default. UAMPS shall exercise Commercially Reasonable Efforts to mitigate Share; or(B) retain none or less than all of such allocation. Any Participant that elects to
the damages resulting from the Participant's default. retain all of its initial allocation of the defaulting Participant's Entitlement Share shall be
deemed to have fully satisfied its step-up obligations under this Section 23 and shall not
-34- -35-
Attachment I Attachment 1
thereafter be required to accept any additional allocation of the defaulting Participant's Service Percentages and Debt Service Shares shown on such revised SCHEDULE I shall
Entitlement Share; provided that any such nondefaulting Participant may give notice to thereafter be the Entitlement Shares, Capital Contribution Percentages, Debt Service
UAMPS of its request to acquire additional amounts of the defaulting Participant's Percentages and Debt Service Shares of the nondefaulting Participants.
Entitlement Share as may be available.
(7) Any portion of the Entitlement Share of a defaulting Participant allocated
(3) Within thirty(30) days after its receipt of the elections of all nondefaulting or reallocated to a nondefaulting Participant pursuant to this paragraph (b) shall become a
Participants pursuant to subparagraph (2), UAMPS shall determine whether the part of and shall be added to the Entitlement Share of the nondefaulting Participant, and
nondefaulting Participants have elected to retain all of the defaulting Participant's from and after the date of such transfer the nondefaulting Participant shall be obligated to
Entitlement Share. In the event that one or more of the nondefaulting Participants elected pay for its increased Entitlement Share pursuant to the terms and provisions of this
to retain less than all of the initial allocations of the defaulting Participant's Entitlement Contract. The defaulting Participant shall remain liable to UAMPS and the nondefaulting
Share, UAMPS shall reallocate the remaining amounts of the defaulting Participant's Participants for costs incurred and damages suffered by them in connection with the
Entitlement Share proportionally among those nondefaulting Participants that have actions taken with respect to the defaulting Participant's Entitlement Share provided for
requested additional amounts of the defaulting Participant's Entitlement Share. To the in this Section 23.
extent that any part of the defaulting Participant's Entitlement Share is then unallocated,
UAMPS shall next reallocate the remaining portion of the defaulting Participant's (c) If, as a result of the limitation stated in subparagraph (b)(4) above, any portion of a
Entitlement Share proportionally among those Participants that did not elect to retain all defaulting Participant's Entitlement Share remains unallocated or upon the request of any
of their initial allocations of such Entitlement Share. Proportional reallocations shall be nondefaulting Participant,UAMPS shall use Commercially Reasonable Efforts to sell or dispose
based upon the Entitlement Shares of the nondefaulting Participants in effect immediately of the unallocated or designated Entitlement Share or the associated Project Capability and
prior to the defaulting Participant's default. Environmental Attributes. In the event that UAMPS, based upon the advice of Bond Counsel,
determines that any such sale or disposition could adversely affect the Tax Status of any Bonds,
(4) In no event shall the final allocation of a defaulting Participant's UAMPS will, in a Commercially Reasonable manner, take such remedial actions as may be
Entitlement Share pursuant to subparagraph (3) (or the total of all such allocations in the designated by Bond Counsel in order to maintain the Tax Status of such Bonds. The defaulting
event of multiple Participant defaults) cause any nondefaulting Participant's Entitlement Participant shall be liable for the costs, fees and expenses incurred by UAMPS in connection
Share to increase by more than 25% over its "Adjusted Entitlement Share"without such with any such sale, disposition or remedial action.
Participant's consent. The "Adjusted Entitlement Share" is the Participant's Entitlement
Share shown on SCHEDULE I on and as of the Effective Date, as such Entitlement Share (d) In connection with any action taken by it pursuant to this Section 23, UAMPS shall
may have previously been increased upon the Participant's election pursuant to Section take into account the proceeds realized or the revenues to be received from such sale or
18(b)(3). disposition and shall, to the extent necessar
y,make adjustments to the Entitlement Share, Capital
Contribution Percentage, Debt Service Percentage and Debt Service Share of each of the
(5) Each allocation or reallocation of a defaulting Participant's Entitlement nondefaulting Participants to reflect such sale or disposition and to ensure the receipt of revenues
Share shall also allocate or reallocate the defaulting Participant's Capital Contribution sufficient to enable UAMPS to meet its obligations under the Project Agreements and the
Percentage and Debt Service Percentage to the nondefaulting Participants receiving such Financing Documents. The Participant acknowledges that such adjustments may, under certain
allocation or reallocation. The Capital Contribution Percentage and the Debt Service circumstances, result in a change in the Participant's share of Operation and Maintenance Costs
Percentage of the defaulting Participant shall be allocated to each of such nondefaulting and Debt Service Costs without a corresponding change in the Participant's Entitlement Share.
Participants proportionally based upon the respective amounts of the defaulting Upon the completion of the procedures provided for in this Section 23, UAMPS shall prepare
Participant's Entitlement Share that are allocated or reallocated to them. The standards and send to each of the Participants a final revised SCHEDULE I, setting forth the Entitlement
set forth in Section 6(e) shall apply to the foregoing computations. Shares,the Capital Contribution Percentages,Debt Service Percentages and Debt Service Shares,
respectively, of the nondefaulting Participants reflecting the procedures and actions taken
(6) UAMPS shall deliver, promptly after making the determinations and pursuant to this Section 23.
reallocations required by this paragraph (b), a notice to the nondefaulting Participants
which notice shall (A) set forth the final allocation of the defaulting Participant's Section 24. Other Default by Participant. In the event of a failure of the Participant to
Entitlement Share pursuant to subparagraph (3), and the effective date of the final observe, keep and perform any of the covenants, agreements or obligations on its part contained
allocation, and(B) include a revised SCHEDULE I showing the revised Entitlement Shares, in this Contract,UAMPS may, in addition to its other rights hereunder, bring any suit, action, or
Capital Contribution Percentages, Debt Service Percentages and Debt Service Shares, proceeding in law or in equity, including mandamus, injunction and action for specific
respectively, of the nondefaulting Participants upon the final allocation pursuant to performance, as may be necessary or appropriate to enforce any covenant, agreement or
subparagraph (3). The Entitlement Shares, Capital Contribution Percentages, Debt obligation of this Contract against the Participant.
-36 37
Attachment 1 Attachment 1
Section 25. Default by UAMPS,- Dispute Resolution. (a) In the event of any default by amendment or modification of the Financing Documents or the Project Agreements which will
UAMPS under any covenant, agreement or obligation of this Contract, the Participant's sole change the Participant's Entitlement Share or which will materially and adversely affect the
remedy for such default shall be limited to mandamus, injunction, action for specific rights and obligations of the Participant hereunder. To the extent that the Power Sales Contracts
performance or any other available equitable remedy as may be necessary or appropriate and in provide that UAMPS, the Board or the Project Management Committee has discretion over a
no event shall the Participant withhold or offset any payment owed to UAMPS hereunder. particular matter, UAMPS (acting upon the recommendation of the Project Management
Committee and the approval of the Board) may agree in the Financing Documents or the Project
(b) Prior to and as a condition to the filing of any action with respect to this Contract Agreements to limitations, conditions or restrictions on such discretion.
under paragraph (a) above, the Participant shall first submit the dispute or matter in question to
the Project Management Committee for mediation by giving notice in writing to UAMPS and the Section 29. Liability of Parties. UAMPS and the Participant shall assume full
Chair of the Project Management Committee describing the dispute or matter and the issue or responsibility and liability for the maintenance and operation of their respective properties and
issues to be resolved. The Participant agrees to participate fully and in good faith in all each shall, to the extent permitted by law, indemnify and save harmless the other from all
mediation proceedings of the Project Management Committee. In the event that the Project liability and expense on account of any and all damages,claims, or actions, including injury to or
Management Committee is unable to resolve or mediate such dispute or matter within 120 days death of persons arising from any act or accident in connection with the installation, presence,
after UAMPS has received written notice of the dispute, the Participant shall have the right to maintenance and operation of the property and equipment of the indemnifying party and not
initiate such proceedings as it may deem necessary pursuant to paragraph(a). caused in whole or in part by the negligence of the other party;provided that any liability which
is incurred by UAMPS through the acquisition, construction, operation and maintenance of the
Section 26. Abandonment of Remedy. In case any proceeding taken on account of any Project or pursuant to the Project Agreements and not covered, or not covered sufficiently, by
default shall have been discontinued or abandoned for any reason,the parties to such proceedings insurance shall be paid solely from the revenues of UAMPS hereunder, and any payments made
shall be restored to their former positions and rights hereunder, respectively, and all rights, by UAMPS to satisfy such liability shall, except to the extent paid from proceeds of Bonds or
remedies, powers and duties of UAMPS and the Participant shall continue as though no such Capital Contributions,become part of Operation and Maintenance Costs.
proceedings had been taken.
Section 30. Assignment of Power Sales Contract. (a) This Contract shall inure to the
Section 27. Waiver of Default. Any waiver at any time by either UAMPS or the benefit of and shall be binding upon the respective successors and assigns of the parties to this
Participant of its rights with respect to any default of the other party hereto, or with respect to any Contract;provided, however,that neither this Contract nor any interest herein shall be transferred
other matter arising in connection with this Contract, shall not be a waiver with respect to any or assigned by either party hereto except as follows:
subsequent default,right or matter.
(1) UAMPS may assign its interests under this Contract or all or any portion
Section 28. Relationship to and Compliance with Other Instruments. (a) It is of the amounts payable by the Participant hereunder pursuant to the Financing Documents
recognized by the parties hereto that UAMPS, in undertaking, or causing to be undertaken, the as described in paragraph (b)below;
planning, financing, construction, acquisition, operation and maintenance of the Project, must
comply with the requirements of the Financing Documents, the Project Agreements and all (2) UAMPS may sell, transfer or reallocate all or any portion of the
Permits and Approvals necessary therefor, and it is therefore agreed that this Contract is made Participant's Entitlement Share following a default by the Participant and a
subject to the terms and provisions of the Financing Documents, the Project Agreements and all discontinuance of service as provided in Section 23;
such Permits and Approvals.
(3) after such point in time as all Bonds issued under the Financing
(b) The Participant acknowledges that(i)UAMPS' rights under the Project Agreements Documents have been paid or deemed to have been paid as provided in the Financing
are limited to those specifically set forth therein, and (ii)upon any default or performance failure Documents, UAMPS may, upon the approval of the Project Management Committee,
by the other parties to such Project Agreements, UAMPS' remedies will be limited to those set assign this Contract and pledge the amounts payable by the Participant hereunder;
forth in the applicable Project Agreements. The Participant understands and agrees that, this
Contract and UAMPS obligations under it are subject to the terms and requirements of the (4) the Participant shall assign the Electric Energy allocable to the
Project Agreements,the Financing Documents and the Permits and Approvals for the Project. Participant's Entitlement Share to the UAMPS Pool as provided in Section 9(b); and
(c) UAMPS covenants and agrees that it will use Commercially Reasonable Efforts for (5) the Participant may assign or transfer all or any portion of its Entitlement
the benefit of the Participant to comply in all material respects with all terms, conditions and Share or its interests under this Contract only as provided in Section 18(b)(3).
covenants applicable to it contained in the Financing Documents,the Project Agreements and all
Permits and Approvals, and that it will not,without the consent of the Participant, enter into any
-38- -39-
Attachment 1 Attachment 1
(b) The Participant acknowledges and agrees that UAMPS may assign and pledge to the (d) In connection with any revision or amendment of the billing procedures provided for
Trustee designated in the Financing Documents all or any portion of its right,title,and interest in in Section 8 or of any of the Exhibits attached hereto, UAMPS shall promptly provide a copy of
and to the payments to be made to UAMPS under the provisions of this Contract, as security for the revision or amendment to the Participant.
the payment of the principal (including sinking fund installments) of, premium, if any, and
interest on Bonds and, upon such assignment and pledge, UAMPS may grant to the Trustee any Section 32. Notices and Computation of Time. (a) All notices, demands or other
rights and remedies herein provided to UAMPS, and thereupon any reference herein to UAMPS communications made pursuant to this Contract (each, a "Notice") may be sent by facsimile,
shall be deemed, with the necessary changes in detail, to include the Trustee which on behalf of electronic mail, other mutually acceptable electronic means, a nationally recognized overnight
and together with the owners from time to time of the Bonds shall be third party beneficiaries of courier service, first class mail or hand delivery. Notice shall be deemed given when received by
the covenants and agreements of the Participant herein contained. the addressee, unless received on a day that is not a business day or received after 5:00 p.m.
(receiving party's local time) on a business day, in which case Notice shall be deemed to have
(c) The Participant acknowledges and agrees that it may not pledge, assign, encumber been received on the next following business day. In the absence of proof of the actual receipt
or transfer its interests under this Contract to secure any financing undertaken by or for it to fund date, the following presumptions will apply: (i) Notice sent by facsimile or electronic mail shall
any Capital Contribution to UAMPS. be deemed to have been received upon the sending party's receipt of electronic confirmation of
successful transmission; (ii) Notice sent by overnight mail or courier shall be deemed to have
Section 31. Termination or Amendment of Power Sales Contract. (a) This Contract been received on the next business day after it was sent or such earlier time as is confirmed by
shall not be terminated by either parry under any circumstances, whether based upon the default the receiving parry; and (iii)Notice sent by first class mail shall be deemed to have been received
of the other party under this Contract or any other instrument or otherwise except as specifically five business days after mailing.
provided in this Contract. The Project Management Committee may establish a date certain for
the termination of this Contract (i) upon early termination of all EPC Agreements, all Host (b) All Notices shall be sent by UAMPS to the business address, facsimile address or e-
Agreements and all Right-of-Ways in accordance with their respective terms or(ii) in the event mail address of the Participant's Representative. All Notices shall be sent by the Participant to
no Bonds are issued by UAMPS by June 30, 2017;provided, however, that any such termination the business address, facsimile address or designated e-mail address of UAMPS. Either party
date of this Contract shall not occur until the later of(x) the date on which UAMPS shall have may change its Notice address(es)by Notice to the other parry.
made a final accounting for, and shall have recovered from the Participants, all Costs of the
Project previously incurred and (y) the date on which the principal of and interest on all Bonds Section 33. Relationship of UAMPS and the Participant; Relationship among
have been fully paid or provision for such payment has been made. Participants. (a) This Contract is not intended to create, nor shall it be deemed to create, any
relationship between UAMPS and the Participant other than that of independent parties
(b) This Contract shall not be amended, modified, or otherwise altered in any manner contracting with one another for the purpose of effectuating the provisions of this Contract.
that will adversely affect the security for the Bonds afforded by the provisions of this Contract
So long as any of the Bonds are outstanding or until adequate provisions for the payment thereof (b) The covenants, obligations, liabilities, rights and benefits of the Participant under
have been made in accordance with the provisions of the Financing Documents, this Contract this Contract are individual and not joint and several, or collective, with those of any other
shall not be amended, modified, or otherwise altered in any manner which will reduce the Participant. Other than giving effect to the joint and cooperative action of UAMPS on behalf of
payments pledged as security for the Bonds or extend the time of such payments provided herein the Participants, the Power Sales Contracts shall not be construed to create an association,joint
or which will in any manner impair or adversely affect the rights of the owners from time to time venture, trust or partnership, or to impose a trust or partnership covenant, obligation or liability
of the Bonds. For the avoidance of doubt, any actions taken by UAMPS or the Participant under on, between or among the Participant and any one or more of the Participants. No Participant
or pursuant to this Contract that are required or permitted by this Contract shall not be deemed to shall be or be deemed to be under the control of, nor shall any Participant control or be deemed
constitute an amendment, modification or alteration of this Contract within the meaning of this to control, any or all of the other Participants or the Participants as a group. No Participant shall
paragraph, be bound by the actions of any other Participant, nor shall any Participant be deemed to be the
(c) No Power Sales Contract entered into between UAMPS and another Participant may agent of any other Participant or have the right to bind any other Participant.
be amended so as to provide terms and conditions that are substantially and materially different Section 34. No Recourse Against Officers, Etc. of UAMPS or Participant. No member
from those contained in this Contract except upon written notice to and written consent or waiver of the governing body, nor any officer or employee of UAMPS or the Participant shall be
by each of the other Participants, and upon similar amendment being made to the Power Sales individually or personally liable for any payment under this Contract or be subject to any
Contracts of any other Participants requesting such amendment after receipt by such Participants personal liability or accountability by reason of the execution of this Contract; provided,
of notice of such amendment. No amendment to this Contract shall become effective until all however, that this Section shall not relieve any officer or employee of UAMPS or the Participant
Required Approvals have been obtained by or on behalf of the Participant. from the performance of any official duty imposed by law.
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Attachment 1 Attachment 1
Section 35. Governing Law; Jurisdiction and Venue. (a) This Contract is made under IN WITNESS WHEREOF, the parties hereto have caused this Contract to be executed by
and shall be governed by the law of the State of Utah;provided, however,that if the Participant is their proper officers respectively, being thereunto duly authorized, and their respective corporate
organized or created pursuant to the laws of another state, then the authority of the Participant to seals to be hereto affixed, as of the day,month and year first above written.
execute and perform its obligations under this Contract shall be determined under the laws of
such state.
(b) All judicial proceedings brought against either party arising out of or relating hereto TRUCKEEDONNERPUBLic UTTLTTY DISTRICT
shall be brought exclusively in the courts of the State of Utah or of the United States of America
for the District of Utah. By executing and delivering this Contract, each party, for itself and in
connection with its properties, irrevocably accepts generally and unconditionally the By:
nonexclusive jurisdiction and venue of such courts;waives any defense of forum non conveniens; President
agrees that service of all process in any such proceeding in any such court may be made by [SEAL]
registered or certified mail, return receipt requested, to the party at its address provided in
accordance with Section 32; and agrees that service as provided above is sufficient to confer ATTEST AND COUNTERSIGN
personal jurisdiction over the parry in any such proceeding in any such court, and otherwise
constitutes effective and binding service in every respect. By:
Section 36- Severability,-No Merger. (a) If any section, paragraph, clause or provision Clerk
of this Contract shall be finally adjudicated by a court of competent jurisdiction to be invalid,the Date of Execution and
remainder of this Contract shall remain in full force and effect as though such section, paragraph, Delivery:
clause or provision or any part thereof so adjudicated to be invalid had not been included herein.
Approved as to proper form and
(b) This Contract constitutes the entire and complete agreement of UAMPS and the compliance with applicable law:
Participant in respect of the Project and shall not be nor shall it be deemed to be modified,
amended or superseded by any other agreement or contract between UAMPS and the Participant
in respect of any other project or subject. By:
Attorney for Participant
(Signature pages follows.)
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Attachment 1 Attachment 1
SCHEDULEI
SCHEDULE OF PARTICIPANTS,ENTITLEMENT SHARES,
CAPITAL CONTRIBUTION PERCENTAGES,DEBT SERVICE PERCENTAGES
AND DEBT SERVICE SHARES
UTAH ASSOCIATED MUNICIPAL POWER CAPITAL DEBT
SYSTEMS PARTTCIPANT KW ENTITLEMENT CONTRIBUTION SERVICE DEBT SERVICE
AMOUNT SHARE PERCENTAGEt PERCENTAGEt SHAREt
By: Kaysville 841 10.7821% % % %
Chairman Lehi 1,950 25.0000
[SEAL] Logan 1,772 22.7179
ATTEST AND COUNTERSIGN Santa Clara 341 4.3718
Spring City 100 1.2821
Truckee Donner 1,792 22.9743
By Washington 1004 12,8718
Secretary TOTAL 7,800 100.0000% % % %
Date of Execution and •t As of . Based on a Reference Project Costs of$
Delivery:
Approved as to proper form and
compliance with applicable law:
By:
Attorney for UAMPS
-44-
SI-]
Attachment 1 Attachment 1
PARTICTPANT
FISCAL YEAR
EXHIBIT I
EXHIBIT II
DESCRIPTION OF THE INITIAL FACILITIES FORM OF PARTICIPANT'S ANNUAL INFORMATION REPORT*
The following is a summary description of the Project. This description is subject to SYSTEM DESCRIPTION
change based upon selection of the Contractor, the negotiation of the final terms of the EPC
Contract and the construction of the Project. The final Project description will be approved by Incorporated area of municipality square miles.
the Project Management Committee ajer the Project achieves commercial operation.
Service area of utility square miles.
PROJECT DESCRIPTION
Transmission and distribution lines miles.
The Project consists of the construction and installation of a 7,800 kW (net) waste heat Number of employees in electrical department
recovered energy generation power plant at the Veyo Compressor Station on the Kern River P (Include sum of shared
Pipeline. employees' time in other city offices to determine equivalent full-time employees.)
The principal physical components of the Project include:
Number of customers served outside the city limits
1. Preliminary site work and preparation, including clearing, fencing, grading and concrete Service area outside of the city limits square miles.
work,as well as final site work upon completion of the Project. NUMBER OF ELECTRICAL CUSTOMERS
2. A Recovered Energy Generation System consisting of:
AND TYPE OF LOAD SERVED
a. Three Waste Heat Oil Heaters installed on the exhaust streams of the three Solar TYPE OF CUSTOMER NUMBER OF CUSTOMERS
Mars 100 gas-fired compressor turbines located at the Veyo Compressor Station;
Residential
b. A thermal oil circulation system connecting the Waste Heat Oil Heaters to the
Ormat Energy Converter, including piping, valves, circulation pumps and a Commercial
thermal oil storage/expansion tank; and
Industrial
C. An Ormat Energy Converter with a guaranteed (net) capacity of 7,800 kW,
consisting of a preheater, a vaporizer/superheater, a turbine-generator, an air- Agricultural and Pum in
cooled condenser, a recuperator, feed pumps, an emergency back-up generator,
instrumentation and control and interface systems. Military and Other
3. Electric interconnection facilities including a substation, a step-up transformer, control, Total
metering and communications equipment, and improvements to the existing transmission
line running to the Veyo Compressor Station. Annual audit will be sent to UAMPS as soon as completed after the fiscal year.
Under Section 15(c)of the Power Sales Contract,UAMPS has agreed to classify certain of the information
provided by the Participant on this Exhibit TT as a"protected record",pursuant to the Participant's request.
The Participant must also take any actions necessary on its part to appropriately classify and protect such
information provided in this Exhibit.
I-7 R-1
Attachment 1 Attachment 1
Electric Rate Schedules for the above classes of service are attached hereto. Customer Sales by Class
Total sales to your customers kWh_
Revenues from energy sales to your customers in $
KWH SALES REVENUES$
Residential
Commercial
Industrial
Agricultural
Other
Total
H-2 II-3
Attachment 1 Attachment 1
GENERATION FIVE LARGEST LOADS
PRODUCED FOR SYSTEM LOAD
GENERATING UNIT PRODUCTION TYPE OF ANNUAL
BUSINESS KWH SOLD ELECTRICAL BILLINGS
#I 42 #3 44
1.
kW kWh kW kWh kW kWh kW kWh
July 2.
August
3.
September
October 4
November 5.
December
ACHIEVEMENTS
January
February
Provide below the achievements of your utility for the year.
March
April
may
June
TOTAL
SYSTEM PEAK INCLUDING LOAD
COVERED BY OWN GENERATION
kW kW
July January
August February
September March
October Aril
November May
December June
II-4 II-5
Attachment 1 Attachment 1
6. (a) No petition was filed with the Participant or any of its officers seeking to
EXHIBIT III refer the Contract Resolution to the electors of the Participant in accordance with the provisions
of state law,and (b) no litigation has been instituted, is pending or has been threatened to require
FORM OF CERTIFICATE OF PARTICIPANT a referendum election on the Contract Resolution.
STATEOF ) 7. The Participant owns and operates an electric utility system (the "System") that
distributes and furnishes electric energy to consumers located within the established service area
COUNTY OF ) of the System.
The undersigned hereby certify that the are the 8. The Participant has previously executed the Utah Associated Municipal Power
g Y fY Y [Executive Officerl and Systems Amended and Restated Agreement for Joint and Cooperative Action dated as of March
[Clerk/Recorder/Secretary] of (the "Participant', a Y
20,
member of Utah Associated Municipal Power Systems ("UAMPS'�, and that as such they are and that that and all amendments thereof and supplements thereto (the t Action Agreement")
certain Power Pooling Agreement (the "Pooling Agreement"")) between the Participant
authorized to execute this Certificate on behalf of the Participant and hereby certify as follows: and UAMPS relating to the power pool administered by UAMPS. The Joint Action Agreement
1. This Certificate has been executed pursuant to Section 15(d) of the Veyo Heat and the Pooling Agreement are each in full force and effect and constitute the legal, valid and
Recovery Project Power Sales Contract, dated as of 1, 2014 (the "Power Sales binding agreements of the Participant.
Contract"), between the Participant and UAMPS, in connection with the initial financing of the 9. «Rep» has been duly appointed by the Governing Body as the Participant's
cost of construction of the Project. Capitalized terms used and not otherwise defined herein have representative to UAMPS.
the meanings assigned to them in the Power Sales Contract.
10. The representations and warranties of the Participant in Section 18(a) of the Power
2. The Participant is a duly created and validly existing under the Sales Contract are true and correct on and as of the date of this certificate.
laws of the State of and is governed by a (the Governing
Body's composed of<mumbem members.
11. The Participant will use all of the electric energy from its Entitlement Share in a
3. Attached hereto as Exhibit A is a true, complete and correct copy of a resolution Qualified Use(as defined in the Power Sales Contract).
authorizing the execution and delivery of the Power Sales Contract and related matters (the 12. The information provided by the Participant to UAMPS pursuant to Section 15(b)
"Contract Resolution"). The Contract Resolution was duly adopted by a majority of the and (c) of the Power Sales Contract and attached as EXHIBIT II thereto with respect to the
Governing Body present and voting at a [regular/special] public meeting of the Governing Body Participant and the System is true, correct and complete. The Participant has duly authorized
held on 2014, at which a quorum was present and acted throughout, all in UAMPS to use such information in connection with the preparation of an official statement of
accordance with law and applicable procedural rules of the Governing Body. The Contract UAMPS with respect to the bonds to be issued to provide financing for the costs of acquisition
Resolution is in full force and effect and has not been amended, modified, repealed or
supplemented. and construction of the Project and to provide such information to interested parties.
4. The names of the [Executive Officer] and the [Secretary/Clerk/Recorderl authorized Dated:
to execute and deliver the Power Sales Contract on behalf of the Participant are as follows: [PARTICIPANT]
NAME OFFICE
«officer» «office»
By
[Executive Officer]
«officer» «office»
5. The 2014, meeting of the Governing Body in connection with the By
authorization of the Power Sales Contract was open to the public at all times and was duly called, [Clerk/Recorder/Secretaryl
noticed and held in conformity with applicable laws of the State and procedural rules of the [Seal]
Governing Body.
1 III-2
Attachment 1 Attachment 1
EXMITA Now, THEREFORE, BE IT RESOLVED by the Governing Body of as
follows:
[Form of Contract Resolution]
Section 1. Execution and Delivery of the Power Sales Contract; Participant's
Representative. (a) The Power Sales Contract, in substantially the form attached hereto as
RESOLUTTONNO. Annex A, is hereby authorized and approved, and the [Executive Officer] is hereby authorized,
A RESOLUTION AUTHORIZING AND APPROVING THE VEYO HEAT empowered and directed to execute and deliver the Power Sales Contract on behalf of the
RECOVERY PROJECT POWER SALES CONTRACT WITH UTAH Participant, and the [Clerk/Recorder/Secretary] is hereby authorized, empowered and directed to
ASSOCIATED MUNICIPAL POWER SYSTEMS; AND RELATED attest and countersign such execution and to affix the corporate seal of the Participant to the
MATTERS. Power Sales Contract, with such changes to the Power Sales Contract from the form attached
hereto as Annex A as shall be necessary to conform to the Participant's legal status, to complete
the form of the Power Sales Contract or to correct any minor irregularities or ambiguities therein
**** ***** ***** and as are approved by the [Executive Officer], his execution thereof to constitute conclusive
evidence of such approval.
WHEREAS, (the "Participant's is a member of Utah Associated (b) An Entitlement Share representing up to kW of capacity, as such capacity
Municipal Power Systems ("UAWS'� pursuant to the provisions of the Utah Associated amount may be adjusted by the Project Management Committee pursuant to the Power Sales
Municipal Power Systems Amended and Restated Agreement for Joint and Cooperative Action, Contracts, is hereby authorized and approved.
as amended(the "Joint Action Agreement
(c) The appointment of as the Participant's Representative to UAMPS and
WHEREAS, one of the purposes of UAvfPS under the Joint Action Agreement is the of and as alternate Representatives is hereby confirmed. Such
acquisition and construction of electric generating, transmission and related facilities in order to Representative (or, in his or her absence, such alternate(s)) is hereby delegated full authority to
secure reliable, economic sources of electric power and energy for its members; (i) approve any appendix to the Pooling Agreement between UAMPS and the Participant that
may be necessary or desirable in connection with the utilization of the Participant's Entitlement
WHEREAS, UAMPS proposes to acquire a waste heat recovery electric generation project Share and (ii) act on all matters that may come before the Project Management Committee
to be located in Veyo,Utah,known as the Veyo Heat Recovery Project(the "Project"); established by the Power Sales Contract, and shall be responsible for reporting regularly to the
WHEREAS, the Governing Body has reviewed (or caused to be reviewed on its behalf) Governing Body regarding the activities of the Project Management Committee.
certain descriptions and summaries of the Project, the Power Sales Contract and the Project Section 2. Compliance with Tax Covenants. The Participant agrees in the Power Sales
Agreements (the "Project Agreements" and other capitalized terms used and not defined herein Contract that it will apply all of the energy acquired under the Power Sales Contract to a
shall have the meanings assigned to them in the Power Sales Contract), and representatives of the Qualified Use and that it will not take or omit to take any action which could adversely affect the
Participant have participated in discussions and conferences with UAMPS and others regarding Tax Status of any Bond or Bonds theretofore issued or thereafter issuable by UAMPS.
the Project and have received from UAMPS all requested information and materials necessary
for the decision of the Governing Body to authorize and approve the Power Sales Contract; Section 3. Miscellaneous; Effective Date. (a) This resolution shall be and remain
irrepealable until the expiration or termination of the Power Sales Contract in accordance with its
WHEREAS,the Participant acknowledges that the obligation of the Participant to make the terms.
payments provided for in the Power Sales Contract will be a special obligation of the Participant
and an operating expense of the Participant's electric system, payable from the revenues and (b) All previous acts and resolutions in conflict with this resolution or any part hereof
other available funds of the electric system, and that the Participant shall be unconditionally are hereby repealed to the extent of such conflict.
obligated to make the payments required under the Power Sales Contract whether or not the
Project or any portion thereof is acquired, constructed, completed, operable or operating and (c) In case any provision in this resolution shall be invalid, illegal or unenforceable,
notwithstanding the suspension, interruption, interference,reduction or curtailment of the output the validity, legality and enforceability of the remaining provisions shall not in any way be
thereof for any reason whatsoever;and affected or impaired thereby_
WHEREAS, the Participant now desires to authorize and approve the Power Sales (d) This resolution shall take effect immediately upon its adoption and approval.
Contract;
A-1 A-2
Attachment 1 Attachment 1
ADOPTED AND APPROVED this_day of
[PARTTCTPANT] ANNEX A
[Attach Power Sales Contract]
By
ATTEST:
[Secretary/Clerk/Recorder]
[SEAL]
A-3
AA-1
Attachment 1 Attachment 1
[PARTICIPANT]
EXHIBIT IV
FORM OF BRING DOWN CERTIFICATE OF THEBy PARTICIPANT Its
[SEAL]
STATE OF )
)
COUNTY OF<(COUNTY)) )
The undersigned hereby certify that they are the [Executive Officer] and
[Clerk/Recorder/Secretary) of (the "Participant"), a member of Utah
Associated Municipal Power Systems ("UAMPS'% and that as such they are authorized to
execute this Certificate on behalf of the Participant and hereby certify as follows:
1. This certificate has been executed in connection with the issuance by UAMPS of its
Veyo Heat Recovery Project Revenue Bonds, Series_(the `Bonds', as more fully
described in the Official Statement of UAMPS dated (the "Official Statement")
prepared in connection with the offering and sale of the Bonds.
2. Pursuant to Section 15(d) of the Veyo Heat Recovery Project Power Sales Contract,
dated as of 1, 2014, between the Participant and UAMPS, in connection with the
initial financing of the cost of construction of the Veyo Heat Recovery Project, the undersigned
executed and delivered a certificate dated (the "Original Certificate"). The
undersigned hereby reaffirm the statements made in the Original Certificate on and as of the date
hereof. Capitalized terms used and not otherwise defined herein have the meanings assigned to
them in the Original Certificate.
[3. The undersigned have reviewed the statements and information relating to the
Participant and its electric system contained in APPENDIX A to the Preliminary Official
Statement and the Official Statement under the caption, "THE MAJOR PARTICIPANTS", and such
statements and information, as of the respective dates of the Preliminary Official Statement and
the Official Statement and as of the date hereof, (a) were and are true and correct in all material
respects and fairly and accurately present the financial and operating position of the System for
the periods and as of the dates presented and (b) did not and do not omit to state a material fact
necessary in order to make such statements not misleading. Since the dates of the Preliminary
Official Statement and the Official Statement,there has been no change in the business,financial
position, results of operations or condition of the Participant or the System that would (x)
materially affect the accuracy and completeness of such statements and information or (y)
materially and adversely affect the ability of the Participant to meet its obligations under the
Power Sales Contract.]
Dated this day of
IV-1 N-2
Attachment 1 Attachment 1
the Participant has complied with the provisions of applicable law which would be a condition
EXHIBIT V precedent to entering into the Power Sales Contract or carrying out and consummating such
transactions.
FORM OF OPINION OF COUNSEL TO ME PARTICIPANT
3. Each of the Power Sales Contract, the Joint Action Agreement and the Pooling
Agreement has been duly authorized, executed and delivered by the Participant and constitutes
the legal,valid and binding obligation of the Participant and is enforceable under the present law
of the State in accordance with its terms, except as enforceability may be limited by bankruptcy,
insolvency, moratorium, reorganization or other laws affecting creditors' rights generally or
Utah Associated Municipal Power Systems usual equity principles in the event equitable remedies should be sought.
[Address]
4. The Participant's obligation to make payments to UAMPS under the Power Sales
Contract is a special obligation payable solely from the revenues and other available income of
Ladies and Gentlemen: the System as a cost of purchased electric energy and an operating expense of the System. The
application of the revenues and other available funds of the System to make such payments is not
I have acted as counsel to (the "Participant") in connection with the subject to any prior lien, encumbrance or restriction.
Veyo Heat Recovery Project Power Sales Contract, dated as of 1, 2014,between the
Participant and Utah Associated Municipal Power Systems ("UAMPS"). Pursuant to the Power 5. [The Participant has obtained all Required Approvals] {or} [There are no Required
Sales Contract, UAMPS has undertaken the Project and has sold all of Electric Power and Approvals].
Electric Energy and Environmental Attributes (if any) of the Project to the Participant and others
that have executed Power Sales Contracts with UA vTS. 6. To my knowledge, there is no pending or threatened action or proceeding affecting
the Participant(nor to my knowledge is there any basis therefor), which (a) purports to affect the
This opinion is being delivered to you pursuant to Section 15(d) of the Power Sales authorization, legality, validity or enforceability of the Power Sales Contract, the Joint Action
Contract [in connection with the initial financing of the cost of construction of the Project]. Agreement or the Pooling Agreement or(b) involves the possibility of anyjudgment or liability,
Capitalized terms used and not defined herein have the meanings assigned to such terms in the not fully covered by insurance, which may result in any material adverse change in the business,
Power Sales Contract. affairs,properties or assets, or in the condition,financial or otherwise, of the System.
As counsel to the Participant, I have examined (i) those documents relating to the 7. The execution, delivery and performance by the Participant of the Power Sales
existence, organization and operation of the Participant and its System, (ii) all resolutions and Contract will not conflict with or constitute a breach of or default under any agreement,
proceedings of the Participant relating to the due authorization, execution and delivery by the indenture, bond, note, resolution or other instrument to which the Participant is a party or by
Participant of the Power Sales Contract, (iii) an executed counterpart of the Power Sales which it or the properties of the System is bound or affected, or any applicable law, ruling,
Contract, and (iv) such other documents, information, facts and matters of law as are necessary regulation, ordinance,judgment, order or decree to which the Participant(or any of its officers in
for me to render the opinions contained herein. their respective capacities as such) or its properties is subject.
Based upon the foregoing,I am of the opinion that: 8. No event has occurred an is continuing which with the passage of time or the giving
of notice, or both, would constitute a material default or event of default under any agreement,[I- The Participant is a [municipal corporation and/or political subdivision] of the State of indenture, bond, note, resolution or other instrument to which the Participant is a party or by
(the "State"), duly created and validl St
y existing under the laws of the ate and which it or the properties of the System is bound or affected,which breach or default would have
duly qualified to own, operate and furnish electric service through the System.] a material adverse impact on UAMPS' ownership or operation of the Project or the ability of the
[l. The Participant is a duly created and validly existing under the Participant to fully perform its obligations under the Power Sales Contract.
laws of the State of (the "State"), and duly qualified to own, operate and furnish 9. The Participant has lawful authority to fix and collect rates, fees and charges for the
electric service through the System.] services provided by the System. Such rates, fees and charges for utility services provided to
customers located within the corporate boundaries of the Participant are not subject to regulation
2. The Participant has full legal right, power and authority to enter into the Power by any authority of the State or the United States and have been duly and validly adopted by the
Sales Contract and to carry out and consummate all of the transactions contemplated thereby, and Participant and are in full force and effect.
V-1 V-2
Attachment 1 Attachment 1
10. The Participant has lawful authority to own the System and, to my knowledge, the EXHIBIT VI
Participant (a) has good and merchantable title to the properties comprising the System and (b)
holds all permits, licenses and approvals necessary for the operation of the System. FORM OF BRING-DOwN OPINION OF COUNSEL TO THE PARTICFPANT
I hereby authorize [other reliance parties] and Chapman and Cutler LLP, as bond counsel,
to rely on this opinion as though addressed to them.
Respectfully submitted, Utah Associated Municipal Power Systems
[Address]
Ladies and Gentlemen:
I have acted as counsel to (the "Participant") in connection with the
Veyo Heat Recovery Project Power Sales Contract dated as of 1, 2014 (the "Power
Sales Contract's between the Participant and Utah Associated Municipal Power Systems
("UAMPS"). I have been advised that UAMPS has made arrangements for the issuance and sale
on the date hereof of its Veyo Heat Recovery Project Revenue Bonds, Series
(the "Bonds").
Pursuant to Section 15(d) of the Power Sales Contract in connection with the initial
financing of the cost of construction of the Veyo Heat Recovery Project, I rendered to UAMPS
an approving legal opinion, dated (the "Prior Opinion"), with respect to the
Participant. In connection with the issuance and sale by UAMPS of the Bonds, I hereby rearm
the Prior Opinion, as though it was dated the date hereof, in the form it was so rendered on
[In addition to the foregoing, I have examined (i) the material describing the Participant
and its electric system contained in APPENDIX A to each of the Preliminary Official Statement
(together with any supplements or amendments thereto as of the date hereof, the "Preliminary
Official Statement") and the Official Statement (together with any supplements or amendments
thereto as of the date hereof, the "Official Statement") of UAMPS relating to the Bonds and (ii)
such other documents, information, facts and matters of law as are necessary for me to render the
following opinion. Based upon the foregoing, I am of the opinion that the statements and
information with respect to the Participant and its electric system contained in APPENDIX A to
the Preliminary Official Statement and the Official Statement were true and correct in all material
respects as of the respective dates of the Preliminary Official Statement and the Official
Statement and are true and correct in all material respects as of the date hereof, and no facts have
come to my attention which would lead me to believe that such statements and information
contained or contain any untrue statement of a material fact or omitted to state or omit to state
any material fact necessary in order to make such statements, in the light of the circumstances
under which they were made, not misleading; provided, however, that I express no view with
respect to the tabular, financial and statistical information included therein.]
V-3 VI-I
Attachment 2
r--;_
i ■ i District
Resolution No. 2014 - 05
A RESOLUTION AUTHORIZING AND APPROVING THE
VEYO HEAT RECOVERY PROJECTPOWER SALES
CONTRACT WITH UTAH ASSOCIATED MUNICIPAL POWER
SYSTEMS;
AND RELATED MATTED
Whereas, Truckee Donner Public Utility Distfi (the "Particr-- _--- is a member of
Utah Associated Municipal Power Systems ('UA ') pursuant to th —_r_ovisions of the
Utah Associated Municipal Power Systems Aided and Restated Agreement for Joint
and Cooperative Action, as amended (the `M Action A ment');
Whereas, one of the purposes of UAMPS�M Joint Action Agreement is the
acquisition and construction of eleftp,generating, smission and related facilities in
order to secure reliable, economic cf electric Mir and energy for its members;
Whereas, UAMPS proposes tom&.quire Wt-heat ��ery electric generation
project to be located i�—_� _ Utah, _wniE —� Heat Recovery Project (the
"Project");
Whereas, Governing dy has rev d (or caused to be reviewed on its behalf)
certain description d sumn�res—of the P�_�_ect, the Power Sales Contract and the
Project Agreements ��_"P =_ 'end other capitalized terms used and not
defined er =__010-hall ha meanings a!Mgned to them in the Power Sales Contract),
and r__ sentativ-, the-P #icipant have participated in discussions and conferences
with MPS and of rs rein ing the Project and have received from DAMPS all
requed information mateT5�ts__necessary for the decision of the Governing Body to
authorsend approve t ower dales Contract;
Where�a , the Po Sales Contract provides that the Participant may make a
Capital ContriffWy to= PS prior to the issuance of any Bonds to finance the Cost of
the Project, therebcing the Debt Service Costs that would otherwise be payable by
the Participant;
Whereas, any Capital Contribution made by the Participant will be deposited with
the trustee appointed under the Financing Documents (the "Trustee"), will be held in a
special account and will be used solely for the payment of the Cost of the Project;
Whereas, the Participant acknowledges that the obligation of the Participant to
make the payments provided for in the Power Sales Contract will be a special obligation of
the Participant and an operating expense of the Participant's electric system, payable from
1 Resolution 2014-05
the revenues and other available funds of the electric system, and that the Participant shall
be unconditionally obligated to make the payments required under the Power Sales
Contract whether or not the Project or any portion thereof is acquired, constructed,
completed, operable or operating and notwithstanding the suspension, interruption,
interference, reduction or curtailment of the output thereof for any reason whatsoever; and
Whereas, the Participant now desires to authorize and approve the Power Sales
Contract;
Now, Therefore, Be It Resolved by the Governing - f Truckee Donner Public
Utility District, as follows:
Section 1. Execution and Delivery of th-effi- wer Sales C .act; Participant's
Representative. (a)The Power Sales Contract, AR- - stantially the form-�ched hereto as
Annex A, is hereby authorized and approved the President is heauthorized,
empowered and directed to execute and deliv—be Powerg- les Contract oehalf of the
Participant, and the Clerk is hereby authorized pm - d and directed to attest and
countersign such execution and to affix the corpoft(( i of the Participant to the Power
Sales Contract, with such change�=tl3e Power SgfdlWontract from the form attached
hereto as Annex A as shall be nec s onform ta----fie Participant's legal status, to
complete the form of the Power Sal -LCO r --or to cor any minor irregularities or
ambiguities therein and as are appffiAed by_ aside his execution thereof to
constitute conclusive e-vA--- gof such rc O=
(b) An Er�-r ent Shams repress ng up to 1,972 kW of capacity, as such
capacity amountl�r�__be adjustiy the Proj Management Committee pursuant to the
Power Sales Cont Mqft- Js he � a_r_ized a—O- approved.
Wa: nOW—Kof Steve Holla augh as the Participant's Representative to
UAL=r"s herebnfirm Such Representative (or, in his or her absence, such
alter te(s)) is hereby�-__-_alegalddfull authority to (i) approve any appendix to the Pooling
Agr(ement between UAK&PS affldl e Participant that may be necessary or desirable in
conne l�with the utili on of the Participant's Entitlement Share and (ii) act on all
matters t��nay come b re the Project Management Committee established by the
Power SalesZz��tract, OWshall be responsible for reporting regularly to the Governing
Body regarding- Waes of the Project Management Committee.
Section 2. gproval and Authorization of Capital Contribution. The Participant
hereby elects to make a Capital Contribution in an amount equal to$500,000,which is less
than or equal to the Capital Contribution amount that may be elected by the Participant
under the terms and provisions of the Power Sales Contract. Pursuant to the Power Sales
Contract, it is hereby found and determined that amounts used to make such Capital
Contribution are derived from retained earnings of the Participant's electric enterprise fund
or other legally available moneys of the Participant not derived from any external
borrowing, including legally available funds now on deposit in the Participant's margin
account with UAMPS. The Participant's representative to UAMPS is hereby authorized
2 Resolution 2014-05
and directed to determine the source of the moneys to be used to make the Capital
Contribution from the sources authorized by this Resolution at such time as shall be
directed by UAMPS. The Participant shall deposit its Capital Contribution with the Trustee
in accordance with the escrow instructions to be provided by UAMPS.
Section 3. Compliance with Tax Covenants. The Participant agrees in the Power
Sales Contract that it will apply all of the energy acquired under the Power Sales Contract
to a Qualified Use and that it will not take or omit to take any actWOT-2which could adversely
affect the Tax Status of any Bond or Bonds theretofore issud--(W thereafter issuable by
UAMPS.
Section 4. Miscellaneous; Effective Date. (aT resolute— shall be and remain
irrepealable until the expiration or termination of tl 6wer Sales CM-firs-act in accordance
with its terms.
(b) All previous acts and resolutiorrdn conflict-. this resolutio=-r ��r any part
hereof are hereby repealed to the extent of su nfliG
(c) In case any provis this res8T—N- ----y-%n shall be invalid, illegal or
unenforceable, the validity, legality 9n ability ofWS-aremaining provisions shall not
in any way be affected or impaired tWNeby.
(d) This resod co—=ill take e acti didtdl _on its adoption and approval.
Adopted qn—OWproved tWksixteent ay of April, 2014.
AYES:
ABSTAIN: --
ARSE NT:
Truckee Dons-��Public W4 -t-ty District
By
Tony Laliotis, President
Attest:
Michael D. Holley, P.E. Clerk of the Board
[SEAL]
3 Resolution 2014-05
Attachment 3
CERTIFICATE OF PARTICIPANT
STATE OF CALIFORNIA )
)
COUNTY OF NEVADA )
The undersigned hereby certify that they are the President of the Board of Directots and
Deputy Clerk of Truckee Donner Public Utility District, California (the "Participant"), a
member of Utah Associated Municipal Power Systems ("UAMPS"), and that as such they are
authorized to execute this Certificate on behalf of the Participant and hereby certify as follows:
1. This Certificate has been executed pursuant to Section 15(d) of the Veyo Heat
Recovery Project Power Sales Contract, dated as of April 1, 2014 (the "Power Sales Contract"),
between the Participant and UAMPS. Capitalized terms used and not otherwise defined herein
have the meanings assigned to them in the Power Sales Contract.
2. The Participant is a a public utility district, duly created and validly existing under
the laws of the State of California (the "State") and is governed by a Board of Directors (the
"Governing Body") composed of five (5) members.
3. Attached hereto as Exhibit A is a true, complete and correct copy of a resolution
authorizing the execution and delivery of the Power Sales Contract and related matters (the
"Contract Resolution"). The Contract Resolution was duly adopted by a majority of the
Governing Body present and voting at a [regular/special] public meeting of the Governing Body
held on , 2014, at which a quorum was present and acted throughout, all in
accordance with law and applicable procedural rules of the Governing Body. The Contract
Resolution is in full force and effect and has not been amended, modified, repealed or
supplemented.
4. The names of the President and the Deputy Clerk authorized to execute and deliver
the Power Sales Contract on behalf of the Participant are as follows:
NAME OFFICE
Jeff Bender President
Barbara Cahill Deputy Clerk
5. The , 2014, meeting of the Governing Body in connection with the
authorization of the Power Sales Contract was open to the public at all times and was duly called,
noticed and held in conformity with applicable laws of the State and procedural rules of the
Governing Body.
6. (a) No petition was filed with the Participant or any of its officers seeking to
refer the Contract Resolution to the electors of the Participant in accordance with the provisions
Truckee Certificate of Participant
Attachment 3
of state law; and (b) no litigation has been instituted, is pending or has been threatened to require
a referendum election on the Contract Resolution.
7. The Participant owns and operates an electric utility system (the "System") that
distributes and furnishes electric energy to consumers located within the established sei vice area
of the System.
8. The Participant has previously executed the Utah Associated Municipal Power
Systems Amended and Restated Agreement for Joint and Cooperative Action dated as of March
20, 2009 and all amendments thereof and supplements thereto (the "Joint Action Agreement")
and that certain Power Pooling Agreement (the "Pooling Agreement") between the Participant
and UAMPS relating to the power pool administered by DAMPS. The Joint Action Agreement
and the Pooling Agreement are each in full force and effect and constitute the legal, valid and
binding agreements of the Participant.
9, Stephen Hollabaugh has been duly appointed by the Governing Body as the
Participant's representative to DAMPS.
10. The representations and warranties of the Participant in Section 18(a) of the Power
Sales Contract are true and correct on and as of the date of this certificate.
11. The Participant will use all of the electric energy from its Entitlement Share in a
Qualified Use (as defined in the Power Sales Contract).
12. The information provided and to be provided by the Participant to UAMPS pursuant
to Section 15(b) and (c) of the Power Sales Contract in the form attached as EXHIBIT II thereto
with respect to the Participant and the System is and will be true, correct and complete. The
Participant has duly authorized DAMPS to use such information in connection with the
preparation of an official statement of UAMPS with respect to the bonds to be issued to provide
financing for the costs of acquisition and construction of the Project and to provide such
information to interested parties.
Dated: 12014.
TRUCKEE DONNER PUBLIC UTILITY DISTRICT,
CALIFORNIA
By
President
By
Deputy Clerk
[Seal]
Attachment 4 Attachment 4
EXECUTIVE SUMMARY
UTAFI ASSOCIATED MUNICIPAL POWER SYSTEMS PART 1. DEFINITiONS
VEYO HEAT RECOVERY PROJECT
As used in this Executive Summary:
March 14,2014
Contractor: the contractor under the EPC Contract, presently expected to be Ormat
INTRODUCTION AND OVERVIEW Nevada Inc-
INTRODUCTION EPC Contract: the Engineering, Procurement and Construction Contract to be entered
This Executive Summary provides an overview of UAMPS' proposed Veyo Heat into by UAMPS and the Contractor with respect to the Project.
Recovery Project and summarizes the provisions of the Power Sales Contracts and the Project
Agreements. The information contained in this Executive Summary has been prepared for the Entitlement Share: each Participant's percentage entitlement to the capability of the
Project.
use of prospective Participants in connection with their decision to participate in the Project by
entering into a Power Sales Contract with UAMPS. Host Agreement:the Host Agreement between UAMPS and Kern River.
This Executive Summary has six parts: Interconnection Agreement: the agreement providing for the interconnection of the
Part 1: Definitions used in the Executive Summary, Project with the transmission facilities ofPacifiCorp.
Part 2: A preliminary description of the Project, Kern River: Kern River Gas Transmission Company, the owner of the Kern River
Pipeline. Kern River is a subsidiary of MidAmerican Energy Holdings Company.
Part 3: The estimated cost of construction, the plan of financing and the Kern River Pipeline: an interstate natural gas pipeline running from Opal, Wyoming to
projected cost of energy from the Project, the San Joaquin Valley near Bakersfield, California, consisting of 1,717 miles of 36-and 42-inch
Part 4: Interconnection and transmission matters, diameter steel pipe. The Kern River Pipeline (a) was originally placed in service in 1992 and has
been expanded several times since, (b) has a design capacity of 2.2 billion cubic feet (Bcf) per
Part 5: Power Sales Contract summary,and day and(c) includes 12 compressor stations.
Part 6: Summaries of the Project Agreements. Operating Agreement: the agreement (if any) providing for the operation and
maintenance of all or any portion of the Project.
The descriptions and summaries contained in this Executive Summary are preliminary,
broad and general, and are subject to change as the Project Agreements and the plan of financing Participants:the power purchasers under the Power Sales Contracts.
for the Project are finalized. If you have any questions or require any additional information,
Power Sales Contracts: the Veyo Heat Recovery Project Power Sales Contracts between
please contact Jackie Coombs, UAMPS' Manager of Corporate and Member Services, at
801-214-6602 or by e-mail to jackie@uamps.com. UAMPS and the Participants.
Project: the Veyo Heat Recovery Project, described in Part 2 of this Executive Summary
and on Exhibit I to the Power Sales Contracts.
Project Agreements: the Host Agreement, the EPC Contract, the Right-of-Way, the
Operating Agreement,the Interconnection Agreement and the Transmission Agreements.
Project Management Committee: the committee established under the Power Sales
Contracts, consisting of one representative appointed by each of the Participants.
Veyo Executive Summary
8705014/JCB/CJBP/mo -2-
Attachment 4 Attachment 4
UAMPS is currently negotiating the terms of the EPC Contract with the Contractor. For of large equipment to construct the Project. UAMPS expects that these permits will be obtained
a summary of the proposed terms of the EPC Contract, see "PART 6. PROJECT AGREEMENTS" in due course and will not impact the construction schedule for the Project.
below.
PROJECT CONSTRUCTTON SCHRD1ff R
1NTF.RCONNF.CTLON;RTGAT-OF-WAY;PERMITS AND APPROVALS
Various factors will affect the proposed construction schedule and completion date of the
Interconnection Agreement. The Project will interconnect with PacifiCorp's existing Project.
34.5 kV transmission line to the Veyo Compressor Station. UAMPS has submitted an
interconnection request for the Project under PacifiCorp's Open Access Transmission Tariff. An The engineering, procurement and construction of the Project is currently estimated to
initial scoping study has been performed, and PacifiCorp is now preparing a system impact study require approximately 21 months after the execution of the EPC Contract. The current draft of
that will determine the transmission facilities necessary to interconnect the Project. UAMPS the EPC Contract requires UAMPS will make an initial payment to the Contractor upon
expects that the system impact study will be completed by June 2014. execution of the EPC Contract to initiate equipment ordering and fabrication. The Project
Management Committee will determine when to authorize the execution of the EPC Contract and
BLMRight-of-Way. A number of Project facilities will be located on a Right-of-Way to the initial payment to the Contractor. Earlier authorization would enable the Project to be placed
be issued by the U.S. Bureau of Land Management. UAMPS and BLM have had preliminary in service in the second quarter of 2016, but would require payments to the Contractor prior to
discussions regarding the Right-of-Way. As a federal agency, BLM is required to obtain an receipt of the Right-of-Way from BLM. If the Project Management Committee determines to
environmental assessment under the National Environmental Policy Act("NEPA'� before it can defer authorization of the EPC Contract until the Right-of-Way is issued, the Project would be
grant the Right-of-Way. BLM has determined to treat the construction of the Recovered Energy placed in service between the fourth quarter of 2016 and the second quarter on 2017. The Host
Generation System and the transmission interconnection facilities as connected actions under Agreement requires substantial completion of construction of the Project by June 30, 2017.
NEPA. As a result, UAMPS cannot submit its application for the Right-of-Way until the
completion of PacifiCorp's system impact study described above (expected by June 2014). Upon PROJECT CONSULTANTS
submission of UAMPS' application, the time required for completion of the environmental
assessment and BLM's approval process for the Right-of-Way could range from four to twelve UAMPS has retained SWCA Environmental Consultants ("SWCA'� to assist with agency
months. coordination in obtaining the permits necessary for the construction and operation of the Project,
including the environmental assessment required prior to BLM's issuance of the Right-of-Way
Air Permits. The operation of the Project will require (a)modifications to the existing air for the Project and the development of environmental management documents for the operation
quality permit for the Veyo Compressor Station under Title V of the Clean Air Act, and (b) a of the Project.
new air quality permit for the Recovered Energy Generation System. The Utah Division of Air
Quality is the agency responsible for these permits. UAMPS expects that these permits will be UAMPS has retained Sunrise Engineering("Sunrise") as owner's engineer to corroborate
obtained in due course and will not impact the construction schedule for the Project. Project design and work by the Contractor, and to provide construction management and related
support services to UAMPS.
Construction and Use Permits. Construction and operation of the Project will require
building and use permits from Washington County, Utah. UAMPS expects to begin the OPFRATTON OF ME PROJECT
permitting process upon issuance of the Right-of-Way by BLM and as site-specific design details
are determined. The permitting process with Washington County is expected to take from three UAMPS may perform the general operation and maintenance work on the Project with its
to six months,and has been incorporated into Project timelines. own employees or may contract with a third parry for these services. The operations plan for the
Additional Permits. Additional permits expected to be required in connection with the Project will be approved by the Project Management Committee.
Project include: a storm water pollution prevention plan and a storm water discharge permit
under the Clean Water Act(Utah Division of Water Quality)will be required in connection with
the construction of the Project; a wastewater discharge permit and a spill prevention containment
control plan (Utah Division of Water Quality); and a Section 404 dredge and fill permit (US
Army Corps of Engineers) may be required for the construction of the interconnection facilities
as the existing transmission line crosses an ephemeral creek. Additional road permits may be
required by Washington County and Utah Department of Transportation to facilitate the transport
- 5 - -6-
Attachment 4 Attachment 4
given that these assumptions will prove to be correct and different facts could affect the projected PART 4. TRANSMISSION OF PROJECT POWER AND ENERGY
cost of energy from the Project. UAMPS has conducted sensitivity analyses for various changed
circumstances. INTERCONNECTION
UAMPS expects to update the information and assumptions summarized above as the The Project will be interconnected to PacifiCorp's transmission system at the Project site.
development of the Project progresses. Prospective participants are encouraged to check the
UAMPS' collaboration portal for updated information and to contact UAMPS for current TRANSMISSION FROM VEYO TO POINTS OF RFCFTPT ON THE.PACTFICORP SYSTEM
information.
UAMPS has a network transmission agreement with PacifiCorp that will provide network
service to Participants connected to the PacifiCorp transmission system in Utah. All Utah
Participants are currently points of delivery on the network transmission agreement.
Transmission service charges for the Project will include (a) a low voltage transmission
charge ($0.75 per kW-month) and line losses (3.56%), due to the 34.5 kV interconnection
voltage, and (b) a network transmission charge ($2.15469 per kW-month) and line losses
(4.26%). For fiscal 2015,UAMPS will charge its members a bundled rate of 0.481¢ per kWh for
low voltage and network transmission service. There will be an additional charge for spinning
and non-spinning reserve ancillary services. UAMPS currently charges $0.0730 per kWh for
these services.
TRANSMISSION FROM VEYO TO POINTS OF RACF.TPT ON THF.NV ENERGY SYSTEM
For Participants connected to the NV Energy transmission system, UAMPS' network
transmission agreement with PacifiCorp will be used for transmission from Veyo to NV Energy's
transmission system at Gonder,Nevada. Transmission from Gender to these Participants' points
of receipt will be made under their transmission agreements with NV Energy. Transmission
service charges from Gender to points of delivery on the NV Energy will be determined under
Participant's transmission arrangements with NV Energy.
-9- - 10-
Attachment 4 Attachment 4
Costs will be allocated proportionately to all Entitlement Shares, except that the CAPrrAI,RFpr.ACEMFNTS,IMPROVEMENTS AND ADDITIONS
allocation of Debt Service Costs on the Bonds will be adjusted to reflect Capital Contributions
made by any Participants. Each Participant will pay also pay the Transmission Costs for the The Project Management Committee will have authority to approve capital replacements,
transmission of Project output from the Point of Delivery to the Participant's system. The improvements and additions to the Project and to determine whether to expense or capitalize and
amounts paid by the Participants will be sufficient to enable UAMPS to pay all of the costs of the finance the cost of capital items. In the event that such items are financed by the issuance of
ownership, operation and financing of the Project. Bonds, the Project Management Committee will determine whether to make a capital
contribution option available to the Participants.
BII.I.TNGS AND PAYMENTS
ADDMONAT.FACIT.TTMS
Billings and payments will be made monthly. All payments will be made on a "take-or-
pay" basis (i.e., regardless of whether the Project is operable, operating, damaged or destroyed in UAMPS may from time to time recommend the acquisition and construction of
whole or in part)and are not subject to counterclaim,offset or reduction for any reason. Additional Facilities to improve or add to the Project. All Additional Facilities require the
approval of the Project Management Committee. Additional generating units may be undertaken
The payment obligations of Participants under the Power Sales Contracts are several and as Additional Facilities or as a separate phase of the Project. If undertaken as a separate phase,
not joint. each Participant may elect to participate in additional generating facilities under a supplement to
its Power Sales Contract or under a supplemental agreement, as determined by the Project
PROJECT MANAGEMENT COMMITTEE Management Committee. Separate phases will not constitute a part of the Project and
Participants not electing to participate in such separate phases will not be responsible to pay the
The Project Management Committee will function in the same manner as the project costs of such separate phases.
management committees for DAMPS' other projects, and pursuant to the provisions of UAMPS'
Joint Action Agreement and Bylaws that govern project management committees. The Project DFFAUIITS AND RFMRDTFS;STRP-UP OF NoN-DFFAUI.TING PARTICIPANTS
Management Committee will recommend decisions on the Project to the UAMPS Board of
Directors. Upon a default by any Participant, UAMPS is authorized to exercise various remedies in
order to ensure that it will have sufficient revenues to meet its obligations as owner of the Project
ANNUAT.BUDGETS and to pay the debt service on the Bonds. Among other things, UAMPS is authorized to
terminate a defaulting Participant's Entitlement Share and to make a mandatory reallocation of
UAMPS will develop, and the Project Management Committee and the Board of such Entitlement Share to the other Participants. No Participant's original Entitlement Share (as
Directors will approve, annual budgets for the Project that will cover all of the costs of the adjusted to reflect any voluntary assignments of Entitlement Shares previously accepted by the
Project (see "PRTCR" above). The annual budget will be the basis for the monthly billings and Participant) may be increased by more than 25% as a result of all permanent mandatory
payments for the Project. The annual budget may be revised from time to time as necessary to reallocations of defaulting Participants' Entitlement Shares.
reflect the actual costs of the Project.
PROJECT OUTPUT
Each Participant will assign the output attributable to its Entitlement Share to the
UAMPS Power Pool for operating and scheduling purposes.
Under the Power Sales Contract Project output will be delivered to each Participants at
the Point of Delivery (the point of interconnection between the Project and the transmission
grid). Each Participant will be responsible for, and shall pay all costs of, the transmission of
Project output from the Point of Delivery to the Participant's System Point of Receipt.
- 13 - - 14-
Attachment 4 Attachment 4
shall make a minimum payment of$100,000 per year to Kern River, if UAMPS determines for Indemnification. UAMPS indemnifies Kern River against various liabilities and claims,
economic reasons not to generate energy. If UAMPS renews the Host Agreement for additional suits, demands and other proceedings, including environmental liabilities and liens against Kern
5-year renewal terms,the waste heat fee is subject to re-negotiation. River's facilities, arising out of or resulting from the Project, including work to construct the
Project and its operation and maintenance. Kern River indemnifies UAMPS against certain
In the case of any outage of one or more of the turbine units at the Veyo Compressor liabilities and claims, suits, demands and other proceedings, including environmental-related
Station as a direct or indirect result of the Project (including outages that will be necessary in liabilities and liens on the Project or Project site arising from or related to the Veyo Compressor
order to facilitate installation of the Project), UAMPS must compensate Kern River for any Station or Kern River's activities.
"revenue impairment" caused by a decrease in gas transported on Kern River's system as a result
of each outage. Kern River will calculate the"revenue impairment" by calculating a net rate (to Limitations on Liability;Force Majeure. Kern River is not liable to UAMPS for indirect,
be not less than $0.06 Dth/d) that is applied to the projected lost daily transportation quantity. consequential, punitive or other similar damages. Each party's obligations under the Host
The reimbursement amount to Kern River will be reduced or eliminated if Kern River has any Agreement shall be suspended to the extent a Force Majeure Event prevents performance.
operationally available capacity at the end of Kern River's daily scheduling cycle. During any
such outages, UAMPS also must reimburse Kern River for any reservation demand charge Dispute Resolution. In the event a dispute arises with respect to the Host Agreement, the
credits Kern River provides its shippers. parties' appointed representatives will meet If they cannot resolve the issue within specified
timeframes, the parties' respective officers will meet to discuss the issue. If they cannot resolve
UAMPS must reimburse Kern River for any direct costs that are incurred in connection the issue, either party may request nonbinding mediation (except in the case of "Technical
with the Project and Kern River will invoice UAMPS on a monthly basis for such costs. Disputes",with respect to which Kern River may make a final determination).
UAMPS must also bear other costs associated with the Project, including, for example, fees for
maintenance of access roads. Kern River has ongoing inspection rights, and UAMPS is Tfm EPC CONTRACT
responsible for the costs of inspection.
UAMPS will enter into the EPC Contract with the Contractor to design, engineer,
Representations and Warranties. Each parry makes standard representations and acquire, construct, commission, test and deliver the Recovered Energy Generation System on a
warranties in the Host Agreement. UAMPS makes certain representations and warranties with lump sum turnkey basis.
regard to the Power Sales Contracts, including that UAMPS will duly enforce the obligations of
the Participants under the Power Sales Contracts. Scope of Contractor's Work; Warranty. Under the EPC Contract, the Contractor will
perform generally all necessary and incidental work to bring the recovered energy generation
Insurance. Each of UAMPS, any O&M provider (after commercial operation) and Kern facility to full completion and operation, such that the Recovered Energy Generation System may
River are required to maintain specified types and amounts of insurance and deliver certificates be operated as a fully-integrated project. The work will be completed in accordance with a
of insurance. UAMPS is required to maintain builders all risk insurance, commercial general project schedule with specified milestones and completion dates. The Contractor may be
liability insurance, automobile liability insurance, workers' compensation insurance, excess required to pay damages in the event an item is not completed by its guaranteed completion date,
liability insurance ($92 million/occurrence)and pollution liability insurance. and the amount of such damages may be limited.
Confidential Information. Each of UAMPS and Kern River may not disclose information It is expected that the Contractor will provide a two-year warranty with respect to the
obtained from the other or use such information for any purpose other than performance of the turbines, heat exchangers, air coolers and generator and a one-year warranty with respect to the
Host Agreement. Certain information may, however, be disclosed to officers, employees, other work to be performed under the EPC Contract,with certain exclusions.
members, investment bankers, lenders and consultants who have a legal duty to maintain the
confidentiality of such information. Performance Testing. Prior to substantial completion, the Contractor is required to
conduct a range of tests to confirm mechanical completion and the performance of the Recovered
Default. Events of default (by either party) are typical and include, for example, the Energy Generation System. The performance tests include a trip test, a reliability test,a capacity
failure to pay when due any undisputed payment; failure to comply with any other material test and back-pressure tests. The Contractor is required to take remedial actions to correct
provision of the Host Agreement; bankruptcy and other insolvency-type related events; and performance test failures. The EPC Contract will establish various testing protocols and
abandonment by UAMPS of the Project and abandonment by Kern River of the Veyo procedures.
Compressor Station and related real property; subject to specified cure periods (as applicable).
Upon such an event of default, the non-defaulting party may terminate the Host Agreement; Substantial Completion. The Contractor shall certify the substantial completion of the
withhold payments due under the Host Agreement, set-off obligations owed and/or suspend Recovered Energy Generation System when:
performance;and pursue any other remedies available.
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