Exhibit | 10(f)(1) |
Southern Power Company has requested confidential treatment for certain portions of this document pursuant to an application for confidential treatment sent to the Securities and Exchange Commission. Southern Power Company has omitted portions from this filing and filed them separately with the Securities and Exchange Commission. Such omissions are designated as “[**]”.
DOE F 4600.1# | U.S. DEPARTMENT OF ENERGY |
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(7/05) | NOTICE OF FINANCIAL ASSISTANCE AWARD | ||
Under the authority of Public Law | 95-91 DOE Organization Act and PL 102-486 Energy Policy Act 1992 |
1. PROJECT TITLE "Demonstration of a 285MW Coal-based Transport Gasifier" |
2. INSTRUMENT TYPE
[ ] GRANT [ X ] COOPERATIVE AGREEMENT | |
3. RECIPIENT (Name, address, zip code) Southern Company Services, Inc. 600 North 18th Street PO Box 2641 Birmingham, AL 35291 |
4. INSTRUMENT NO. DE-FC26-06NT42391 |
5. AMENDMENT NO. A003 |
6. BUDGET PERIOD
FROM:5/1/07 THRU:06/01/10 |
7. PROJECT PERIOD
FROM:2/1/06THRU:11/28/14 | |
8. RECIPIENT PROJECT DIRECTOR (Name, phone and E-mail) Timothy E. Pinkston tepinkst@southernco.com (205) 670-5860 Fax: (205) 670-5843
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10. TYPE OF AWARD
[ ] NEW [ X ] CONTINUATION [ ] RENEWAL
[ ] REVISION [ ] INCREMENTAL FUNDING | |
9. RECIPIENT BUSINESS OFFICER (Name, phone and E-mail) Charles W. Henderson cwhender@southernco.com (205) 670-5844 Fax: (205) 670-5843
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11. DOE PROJECT OFFICER (Name, address, phone and E-mail) National Energy Technology Laboratory ATTN: Diane R. Madden, M/S 922-342C 626 Cochrans Mill Road, P. O. Box 10940 Pittsburgh, PA 15236-0940 (412) 386-5931 Diane.Madden@netl.doe.gov |
12. ADMINISTERED FOR DOE BY (Name, address, phone and E-mail)National Energy Technology Laboratory ATTN: Brittley K. Robbins, M/S 921-107 626 Cochrans Mill Road, P. O. Box 10940 Pittsburgh, PA 15236-0940 (412) 386-5430 Brittley.Robbins@netl.doe.gov | |
13. | RECIPIENT TYPE |
[ | ] STATE GOV'T | [ | ] INDIAN TRIBAL GOV'T [ | ] HOSPITAL | [ X | ] FOR PROFIT | [ | ] INDIVIDUAL | ||
| ORGANIZATION |
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[ ] LOCAL GOV'T [ ] INSTITUTION OF [ ] OTHER NONPROFIT [ x ] CORPORATION [ ] PARTNERSHIP [ ] SOLE [ ] OTHER (Specify)
HIGHER EDUCATION | ORGANIZATION | PROPRIETOR |
14. ACCOUNTING AND APPROPRIATIONS DATA: |
15. EMPLOYER I.D. NUMBER
a. TIN: 63-0274273 b. DUNS: 137519547 |
150 2005 31 220321 61000000 25500 1610353 90633085 150 2005 31 220321 61000000 25500 1610353 138990194
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16. BUDGET AND FUNDING INFORMATION | |
a. CURRENT BUDGET PERIOD INFORMATION |
b. CUMULATIVE DOE OBLIGATIONS |
(1) DOE Funds Obligated This Action $ 229,623,279 (2) DOE Funds Authorized for Carry Over $ 5,300,000 (3) DOE Funds Previously Obligated in this Budget Period $ 0 (4) DOE Share of Total Approved Budget $ 229,623,279 (5) Recipient Share of Total Approved Budget $ [**] (6) Total Approved Budget $ [**] |
(1) This Budget Period $ 229,623,279 [Total of lines a.(1) and a.(3)]
(2) Prior Budget Periods $ 13,762,832
(3) Project Period to Date $ 243,386,111 [Total of lines b.(1) and b.(2)] |
17. TOTAL ESTIMATED COST OF PROJECT, INCLUDING DOE FUNDS TO FFRDC: $ 844,267,321 (DOE: $293,750,000 Recipient: $550,517,321) (This is the current estimated cost of the project. It is not a promise to award nor an authorization to expend funds in this amount.) | |
18. AWARD AGREEMENT TERMS AND CONDITIONS This award/agreement consists of this form plus the following: a. Special terms and conditions. b. Applicable program regulations (specify) (Date) . c. DOE Assistance Regulations, 10 CFR Part 600at http://ecfr.gpoaccess.gov or, if the award is a grant to a Federal Demonstration Partnership (FDP) institution, the FDP Terms & Conditions and the DOE FDP Agency Specific Requirements at http://www.nsf.gov/awards/managing/fed_dem_part.jsp. d. DOE and Southern Company Services (SCS) agree that SCS’s application dated June 10, 2004, as amended by continuation application dated January 2007, has been approved by DOE and is incorporated into the cooperative agreement. e. National Policy Assurances to Be Incorporated as Award Terms in effect on date of award at http://management.energy.gov/business_doe/1374.htm. | |
19. REMARKS See Continuation Pages
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20. EVIDENCE OF RECIPIENT ACCEPTANCE
/s/ William Paul Bowers 5/8/07 (Signature of Authorized Recipient Official) (Date)
William Paul Bowers (Name)
President, Southern Company Generation (Title) |
21. AWARDED BY
/s/ Raymond D. Johnson 5/2/07 (Signature) (Date)
Raymond D. Johnson (Name)
Contracting Officer (Title) |
DE-FC26-06NT42391
A003
A. The purposes of this amendment are to:
1. | Approve continuation into Budget Period (BP) 2 |
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2. | Recognize an increase in the budget for Budget Periods 2, 3, and the overall project cost | ||
3. | Obligate funds to fully fund the DOE share of BP 2 |
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4. | Add a requirement for a detailed budget to be included in the continuation application for BP3. This budget will be reviewed and approved by the DOE. |
5. | Revise the Statement of Project Objectives |
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6. | Revise Attachment B – Federal Assistance Reporting Instructions | ||
7. | Replace Attachment D – Repayment Agreement |
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B. Actions incorporated as a result of the purposes delineated in paragraph “A” above, are as follows:
1. | Based upon DOE’s favorable assessment and evaluation of the project’s progress and the Continuation Application dated January 2007, approval to proceed into Budget Period 2 is hereby provided. The Budget Period (Block #6) for Budget Period 2 covers the period of 05/01/2007 to 06/01/2010. Block #6 has been revised accordingly. |
Budget Period 2 costs are as follows:
DOE Share: | $229,623,279 | ||||
Recipient Share: | [**] |
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Total Budget Period 2 Costs: | [**] |
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2. | Project costs have increased. Consequently, the following changes are made: |
A. The cost detail noted in Article 2.5 “Budget Periods and Estimated Project Costs (OCT 2003)”, paragraph (b) “Total Estimated Project Costs” are changed to read:
“TOTAL ESTIMATED PROJECT COST: | $ 844,267,321 |
Budget Period #1 - - Phase I – Project Definition |
DOE Share | $13,762,832.00 | [**] | |||
Recipient Share | $ | [**] | [**] | ||
| TOTAL | $ | [**] |
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Budget Period #2 - - Phase II – Detailed Design and Phase III Construction |
| FROM | BY | TO |
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DOE Share | $170,873,279 [**] | $ 58,750,000 | $229,623,279 [**] |
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Recipient Share | $ | [**] | [**] | $ | [**] | $ | [**] | [**] | |||||||
| $ | [**] | $ | [**] | $ | [**] |
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Budget Period #3 - - Phase IV – Demonstration |
| FROM | BY | TO |
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DOE Share | $ 50,363,889 [**] | $ | -0- | $ 50,363,889 [**] |
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Recipient Share | $ | [**] | [**] | $ | [**] | $ | [**] | [**] | ||||||||
| $ | [**] | $ | [**] | $ | [**] |
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3
DE-FC26-06NT42391
A003
Total Project
| FROM | BY | TO |
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DOE Share | $235,000,000 [**] | $ 58,750,000 | $293,750,000 [**] |
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Recipient Share | $ | [**] | [**] | $ | [**] | $ | [**] | [**] | |||
| $ | [**] | $ | [**] | $ | [**] |
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B. In accordance with Article 2.7 “Cost Overrun” (OCT 2003), the DOE has reached its maximum participation in support of overruns. The above increase in the DOE’s cost share represents 25 percent of the original Government contribution as specified in the initial Cooperative Agreement. The Government shall not share in any additional cost overruns. Therefore, Southern Company Services, Inc. shall be responsible for all further cost overruns that may occur in order to complete the project in accordance with the Statement of Project Objectives contained in the Cooperative Agreement.
C. Delete the budget page under Attachment C of Amendment No. A000 and replace with Enclosure 1 entitled “Attachment C – Budget Pages”.
3. | Incremental funding is increased as follows: |
FROM | BY | TO |
$13,762,832 | $229,623,279 | $243,386,111 |
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Block 16(b)(3) | Block 16(a)(1) | Block 16(b)(3) | |
4. | Delete Clause 2.11 “Continuation Application and Funding (OCT 2004)” in its entirety and replace with the following: |
“2.11 | Continuation Application and Funding |
(a) | Continuation Application. A continuation application is a non-competitive application for an additional budget period within a previously approved project period. At least 90 days before the end of each budget period, you must submit to the DOE Project Officer identified in Block 11 and the DOE Award Administrator identified in Block 12 of the Notice of Financial Assistance Award your continuation application, which includes the following information: |
1. A report on your progress towards meeting the objectives of the project, including any significant findings, conclusions, or developments, and an estimate of any unobligated balances remaining at the end of the budget period. If the remaining unobligated balance is estimated to exceed 20 percent of the funds available for the budget period, explain why the excess funds have not been obligated and how they will be used in the next budget period.
2. A detailed budget and supporting justification for the upcoming budget period if additional funds are requested, a reduction of funds is anticipated, or a budget for the upcoming budget period was not approved at the time of award.
3. A description of your plans for the conduct of the project during the upcoming budget period, if there are changes from the DOE approved application.
4. | A detailed cost proposal for Budget Period 3 for DOE review and approval. |
4
DE-FC26-06NT42391
A003
(b) | Continuation Funding. Continuation funding is contingent on (1) availability of funds; (2) satisfactory progress towards meeting the objectives of your approved application; (3) submittal of required reports; and (4) compliance with the terms and conditions of the award. |
(c) | The continuation application shall be submitted on the DOE 424A. Technical and budgetary information supporting the continuation application shall be provided in accordance with 10 CFR 600.26. Forms for submission of continuation applications can be found at http://www.netl.doe.gov/business/index.html.” |
5. | The following changes are to be made to Attachment A - Statement of Project Objectives: |
A. | [**] |
B. | [**] |
C. | [**] |
D. | [**] |
6. | The following changes are to be made under Attachment B – Federal Assistance Reporting Checklist instructions: |
A. Section III Topical Reports: Delete second paragraph because it is redundant.
B. Section V. Other Reporting, Environmental Reports: Change the word “may” to “will” in the last sentence of the first paragraph.
C. In Section V. subsection A. Environmental Compliance Plan: In the second sentence of the paragraph change the word “Act” to “Plan.”
D. In Section V. subsection B. Environmental Monitoring Plan: Replace first paragraph with the following:
“DOE’s analysis of the potential environmental impacts of the proposed action has identified a need for environmental monitoring. The Recipient will submit a draft Environmental Monitoring Plan (EMP) within 30 days of the start of Budget Period 2. After consultation with DOE, the draft EMP will be revised, as necessary and a final EMP will be prepared. The EMP may be revised as the project dictates.”
7. | Delete Attachment D – Repayment Agreement in its entirety and replace with Enclosure 2 entitled “Attachment D – Amended and Restated Repayment Agreement”. |
C. All other terms and conditions remain unchanged.
5
Enclosure 1
Attachment C – Budget Pages
Applicant Name: | Southern Company Services, Inc. | Award Number: | DE-FC26-06NT42391 |
Budget Information - Non Construction Programs |
OMB Approval No. 0348-0044 |
Section A - Budget Summary |
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| Grant Program Function or Activity | Catalog of Federal Domestic Assistance Number | Estimated Unobligated Funds | New or Revised Budget |
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Federal | Non-Federal | Federal | Non-Federal | Total |
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| (a) | (b) | (c ) | (d) | (e) | (f) | (g) | |||||
1. | Project Definition | 81.089 |
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| $13,762,832 | [**] | [**] | |||||
2. | Design | 81.089 |
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| $24,336,315 | [**] | [**] | |||||
3. | Construction & Startup | 81.089 |
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| $205,286,964 | [**] | [**] | |||||
4. | Demonstration | 81.089 |
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| $50,363,889 | [**] | [**] | |||||
5. | Totals |
| $0 | $0 | $293,750,000 | [**] | $844,267,321 | |||||
Section B - Budget Categories |
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6. | Object Class Categories | Grant Program, Function or Activity | Total (5) | |||||||||
(1) Project Definition | (2) Design | (3) Construction & Startup | (4) Demonstration | |||||||||
| a. Personnel | [**] | [**] | [**] | [**] | [**] | ||||||
| b. Fringe Benefits |
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| [**] | ||||||
| c. Travel | [**] | [**] | [**] | [**] | [**] | ||||||
| d. Equipment | [**] |
| [**] | [**] | [**] | ||||||
| e. Supplies |
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| [**] | ||||||
| f. Contractual | [**] | [**] | [**] | [**] | [**] | ||||||
| g. Construction |
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| [**] | ||||||
| h. Other | [**] |
| [**] |
| [**] | ||||||
| i. Total Direct Charges (sum of 6a-6h) | [**] | [**] | [**] | [**] | [**] | ||||||
| j. Indirect Charges |
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| [**] | ||||||
| k. Totals (sum of 6i-6j) | [**] | [**] | [**] | [**] | [**] | ||||||
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7. | Program Income |
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| $0 | ||||||
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| SF-424A (Rev. 4-92) |
Previous Edition Usable |
| Prescribed by OMB Circular A-102 | |||||
Authorized for Local Reproduction | |||||||
Section C - Non-Federal Resources |
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| (a) Grant Program | (b) Applicant | (c ) State | (d) Other Sources | (e) Totals |
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8. | Project Definition |
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| [**] | [**] |
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9. | Design |
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| [**] | [**] |
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10. | Construction & Startup |
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| [**] | [**] |
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11. | Demonstration |
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| [**] | [**] |
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12. | Total (sum of lines 8 - 11) | $0 | $0 | $550,517,341 | $550,517,341 |
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Section D - Forecasted Cash Needs |
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| Total for 1st Year | 1st Quarter | 2nd Quarter | 3rd Quarter | 4th quarter |
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13. | Federal | [**] |
| [**] | [**] | [**] |
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14. | Non-Federal | [**] |
| [**] | [**] | [**] |
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15. | Total (sum of lines 13 and 14) | [**] | [**] | [**] | [**] | [**] |
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Section E - Budget Estimates of Federal Funds Needed for Balance of the Project |
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(a) Grant Program | Future Funding Periods (Years) |
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(b) First | (c ) Second | (d) Third | (e) Fourth |
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16. | Project Definition | $13,762,832 |
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17. | Design |
| [**] |
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18. | Construction & Startup |
| [**] |
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19. | Demonstration |
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| $50,363,889 |
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20. | Total (sum of lines 16-19) | $13,762,832 | $229,623,279 | $50,363,889 | $0 |
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Section F - Other Budget Information |
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21. Direct Charges |
| 22. Indirect Charges |
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23. Remarks |
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| SF-424A (Rev. 4-92) | |||||||||||||||||
Previous Edition Usable |
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| Prescribed by OMB Circular A-102 | |||||||||||||||
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| Authorized for Local Reproduction |
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Enclosure 2
Attachment D – Amended and Restated Repayment Agreement
ATTACHMENT D
AMENDED AND RESTATED REPAYMENT AGREEMENT
DE-FR26-06NT42392
[**]