BC Hydro Bioenergy Phase 2 Call – Proponent Identity and Relevant Experience (Form 3)

CONFIDENTIAL

FORM 3

PROPONENT IDENTITY AND RELEVANT EXPERIENCE

PROPOSAL GUIDE

Issue Date: June 23, 2010

General Instructions:

·  Words and phrases used in this document and defined in the RFP, and/or the Specimen EPA, have the meanings given in the RFP, and/or Specimen EPA, unless otherwise defined herein.

·  Except as noted below regarding joint ventures, complete only one of Part A-1 or Part A-2 – PROPONENT IDENTITY - depending on the legal nature of the Proponent entity, and leave the other parts blank.

In the case of a joint venture, complete Part A-3 for the joint venture, and Part A-1 for a joint venture member that is a corporation. For each additional joint venture member that is a corporation, complete Part A-1 in a separate Form 3 - Proponent Identity and Relevant Experience.

·  Complete Part B – PROPONENT’S RELEVANT EXPERIENCE.

·  Complete Part C – EXISTING, EXPIRED AND TERMINATED ELECTRICITY PURCHASE AGREEMENTS.

·  Complete Part D – ENVIRONMENTAL STEWARDSHIP AND SUSTAINABILITY.

·  This is a form field document. Enter data only in the form fields and use drop down menus if provided. All other content is in “read only” format. Do not otherwise modify or supplement this document.

·  Follow the instructions preceding each numbered item.

·  If information required by the instructions requires special qualification or comment, enter data in the “Comment” form field.

·  If “ATTACHMENTS” appears following a section, include the information requested in the form of an attachment to this document. Save and name the attachments as instructed.

·  When completed, name this document “Form 3” and save in PDF format for inclusion in the electronic copy of your Proposal, and print this document for inclusion in the hard copy of your Proposal.

Issued June 23, 2010 11

BC Hydro Bioenergy Phase 2 Call – Proponent Identity and Relevant Experience (Form 3)

CONFIDENTIAL

PART A–1: PROPONENT IDENTITY INFORMATION (For Use by Corporations Only)

General Instructions: This Part is for use only by Proponents that are corporations, or by members of joint venture Proponents that are corporations. See Parts A-2 or A-3 for forms for use by joint ventures and partnerships.

1. LEGAL: Complete the following information for the Proponent entity.

Full Legal Name: / Project Name:
Jurisdiction of Incorporation: / Date of Incorporation:
Incorporation #: / British Columbia Extra-Provincial Registration # (if applicable):
Registered/Legal Address: / Auditors or Primary External Accountant:
Primary Banker: / Primary External Legal Counsel:
Stock Exchange Listing (if applicable): / Stock Trading Symbol (if applicable):
Websites: Corporation
Project
Name/Position of any Authorized Signatory for all RFP/Proposal purposes. (If more than one signature is required to bind the Proponent, include the names and positions of all signatories in one row.)
Name(s) Position(s)

Comment:

2. DIRECTORS: Complete the following table for each person who is a director of the Proponent. Add additional rows if necessary.

Full Name / Resident Address / Principal Occupation / Ownership Interest in Proponent (direct or indirect)

Comment:


3. SENIOR OFFICERS: Complete the following table for each person who is a senior officer of the Proponent. “Senior Officer” means a person serving as Chief Executive Officer, President, Chief Financial Officer, Chief Operating Officer, Vice President, Secretary, Treasurer, or General Counsel, and any person serving in a capacity with responsibilities similar to the foregoing, under whatever title. Add additional rows if necessary.

Full Name / Resident Address / Position / Percentage Ownership Interest in Proponent (direct or indirect)

Comment:

4. CURRENT OWNERSHIP OF PROPONENT: Complete the following table for each individual person or publicly traded company that holds, directly or indirectly, an ownership interest in the Proponent. If the Proponent is a publicly traded entity, complete the table only in respect of persons holding, directly or indirectly, an ownership interest of 10% or more. Add additional rows if necessary.

Full Name / Percentage Ownership Interest in Proponent (direct or indirect)

Comment:

5. SPECIAL PURPOSE ENTITY: Is the Proponent a "special purpose entity" with the exclusive purpose of submitting a Proposal, and if awarded an EPA undertaking the Project, and with no other existing or planned assets or businesses?

¯ Comment:

ATTACHMENTS:

Corporate chart showing all direct and indirect ownership interests in the Proponent, and the Proponent’s relationship to its principal Affiliates. See the RFP subsection 16.4 for a definition of “Affiliate”. Name the attachment(s) “Form 3 Part A1 – [DESCRIPTION]” and save in PDF format for inclusion with the electronic copy of “Form 3”. Print the attachment(s) and tab at the end of the Proponent Identify and Relevant Experience form.

Issued June 23, 2010 11

BC Hydro Bioenergy Phase 2 Call – Proponent Identity and Relevant Experience (Form 3)

CONFIDENTIAL

PART A–2: PROPONENT IDENTITY INFORMATION (For Use by Partnerships Only)

General Instructions: This Part is for use only by Proponents that are partnerships, including general, limited and limited liability partnerships. See Parts A-1 or A-3 for forms for use by corporations and joint ventures.

1. LEGAL: Complete the following information for the Proponent entity. Complete only applicable items.

Full Legal Name: / Project Name:
Jurisdiction of Formation and Type of Partnership: / Date of Formation:
Managing General Partner (if applicable): / Jurisdiction of Incorporation of Managing General Partner (if applicable):
Incorporation # of Managing General Partner (if applicable): / British Columbia Extra-Provincial Registration # of Managing General Partner (if applicable):
Registered/Legal Address: / Auditors or Primary External Accountant:
Primary Banker: / Primary External Legal Counsel:
Websites: Partnership
Project
Name/Position of any Authorized Signatory for all RFP/Proposal purposes. (If more than one signature is required to bind the Proponent, include the names and positions of all signatories in one row.)
Name(s) Position(s)

Comment:

2. SENIOR GOVERNING BODY: Complete the following table for each person who is a member of the senior governing body of the Proponent, whether as a director of the managing general partner, a member of a senior governing committee or otherwise. Add additional rows if necessary.

Full Name / Resident Address / Principal Occupation / Ownership Interest in Proponent (direct or indirect)

Comment:

3. MANAGEMENT: Complete the following table for each person who is in a senior management position with the Proponent. A “senior manager” means a person fulfilling functions normally assumed by a Chief Executive Officer, President, Chief Financial Officer, Chief Operating Officer, Vice President, Secretary, Treasurer, or General Counsel, of a corporation. Add additional rows if necessary.

Full Name / Resident Address / Position / Percentage Ownership Interest in Proponent (direct or indirect)

Comment:

4. CURRENT OWNERSHIP OF PROPONENT: Complete the following table for each individual person or publicly traded company that holds, directly or indirectly, an ownership interest in the Proponent. If the Proponent is a publicly traded entity, complete the table only in respect of persons holding, directly or indirectly, an ownership interest of 10% or more. Add additional rows if necessary.

Full Name / Percentage Ownership Interest in Proponent (direct or indirect)

Comment:

5. SPECIAL PURPOSE ENTITY: Is the Proponent a "special purpose entity" with the exclusive purpose of submitting a Proposal, and if awarded an EPA undertaking the Project, and with no other existing or planned assets or businesses?

¯ Comment:

ATTACHMENTS:

Corporate chart showing all direct and indirect ownership interests in the Proponent and the Proponent’s relationship to its principal Affiliates. See the RFP subsection 16.4 for a definition of “Affiliate”. Name the attachment(s) “Form 3 Part A2 – [DESCRIPTION]” and save in PDF format for inclusion with the electronic copy of “Form 3”. Print the attachment(s) and tab at the end of the Proponent Identify and Relevant Experience form.

Issued June 23, 2010 11

BC Hydro Bioenergy Phase 2 Call – Proponent Identity and Relevant Experience (Form 3)

CONFIDENTIAL

PART A-3: PROPONENT IDENTITY INFORMATION (For Use by Joint Ventures Only)

General Instructions: This Part is for use only by Proponents that are joint ventures. See Parts A-1 or A-2 for forms for use by corporations and partnerships.

1. LEGAL: Complete the following information for the Proponent. Complete only applicable items.

Full Legal Name: / Project Name:
Full Legal Name of Each Joint Venture Member:
· 
· 
· 
·  / Date of Formation:
Business Address: / Auditors or Primary External Accountant:
Primary Banker: / Primary External Legal Counsel:
Websites: Joint Venture
Project
Name/Position of any Authorized Signatory for all RFP/Proposal purposes. (If more than one signature is required to bind the Proponent, include the names and positions of all signatories in one row.)
Name(s) Position(s)

Comment:

2. SENIOR GOVERNING BODY: Complete the following table for each person who is a member of the senior governing body of the Proponent, whether as a member of a senior governing committee or otherwise. Add additional rows if necessary.

Full Name / Resident Address / Principal Occupation / Ownership Interest in Proponent (direct or indirect)

Comment:

3. MANAGEMENT: Complete the following table for each person who is in a senior management position with the Proponent. A “senior manager” means a person fulfilling functions normally assumed by a Chief Executive Officer, President, Chief Financial Officer, Chief Operating Officer, Vice President, Secretary, Treasurer, or General Counsel, of a corporation. Add additional rows if necessary.

Full Name / Resident Address / Position / Percentage Ownership Interest in Proponent (direct or indirect)

Comment:

4. CURRENT JOINT VENTURE INTERESTS IN PROPONENT: Complete the following table for each individual person or publicly traded company that holds, directly or indirectly, a joint venture interest in the Proponent. Add additional rows if necessary.

Full Name / Percentage Ownership Interest in Proponent (direct or indirect)

Comment:

5. SPECIAL PURPOSE ENTITY: Is the Proponent a "special purpose entity" with the exclusive purpose of submitting a Proposal, and if awarded an EPA undertaking the Project, and with no other existing or planned assets or businesses?

¯ Comment:

ATTACHMENTS:

Corporate chart showing all direct and indirect ownership interests in the Proponent Name the attachment(s) “Form 3 Part A3 – [DESCRIPTION]” and save in PDF format for inclusion with the electronic copy of “Form 3”. Print the attachment(s) and tab at the end of the Proponent Identify and Relevant Experience form.

In addition to completing this Part A-3 for the joint venture, complete Part A-1 for a joint venture member that is a corporation. For each additional joint venture member that is a corporation, complete Part A-1 in a separate Form 3 - Proponent Identity and Relevant Experience.

Issued June 23, 2010 11

BC Hydro Bioenergy Phase 2 Call – Proponent Identity and Relevant Experience (Form 3)

CONFIDENTIAL

PART B: PROPONENT’S RELEVANT EXPERIENCE (for completion by all Proponents)

Electricity Generation Reference Projects: Complete a table for each electricity generation project in which the Proponent (or its Affiliate, or any joint venture member or active partner of the Proponent) is or has been involved in development and/or financing within the last 10 years. Add additional project tables if necessary.

Reference Project #1
Project Name
Website or URL (for access to further project information)
Name of Entity Involved
Location
Capacity (MW)
Fuel or Energy Source Type / (Blank)BiomassRun-of-river hydroHydro with storageWindGeothermalTidalSolarNatural GasCoalOther (specify) ¯ Specify if ‘Other’
Biomass Type(s) (if biomass was selected for ‘Fuel or Energy Source Type’ above)
Status / (Blank)Pre-constructionUnder construction/commissioningIn commercial operation ¯
Commercial Operation Date / Indicate if actual or expected (Blank)ActualExpected ¯
Approximate Capital Cost (in Canadian $)
Electricity Offtake Purchaser / Indicate if planned or committed (Blank)PlannedCommitted ¯
Describe Role of Entity (e.g. development, financing, operations, First Nations Consultation)
Comment:


PART C: EXISTING, EXPIRED AND TERMINATED ELECTRICITY PURCHASE AGREEMENTS (for completion by all Proponents)

Complete the following table for each electricity purchase agreement (“EPA”) between the Proponent (or its Affiliate, or any joint venture member or active partner of the Proponent) and any third party (including BC Hydro) that exists now, or in the last 10 years was terminated by either party or expired. Add additional EPA tables if necessary.

EPA #1
Status / (Blank)ExistingExpiredTerminated ¯
Project Name
Location
Fuel or Energy Source Type / (Blank)BiomassRun-of-river hydroHydro with storageWindGeothermalTidalSolarNatural GasCoalOther (specify) ¯ Specify if ‘Other’
Annual Energy Contracted / GWh/year
Effective Date of Contract
Original Contract Term / years
Commercial Operation Date / Indicate if actual or expected (Blank)ActualExpected ¯
Buyer
Termination Date (if applicable)
Reason for Termination (if terminated)
Comment:


PART D: ENVIRONMENTAL STEWARDSHIP AND SUSTAINABILITY (for completion by all Proponents)

ATTACHMENTS:

Most recent corporate sustainability policy statement, environmental policies or reports demonstrating the reputation and record of the Proponent and its Affiliates relative to environmental stewardship and sustainability. Name the attachment(s) “Form 3 Part D – [DESCRIPTION]” and save in PDF format for inclusion with the electronic copy of “Form 3”. Print the attachment(s) and tab at the end of the Proponent Identify and Relevant Experience form.

Describe all pending, threatened or resolved prosecutions, claims, including litigation, and/or investigations pertaining to actual or alleged violations of environmental laws and/or regulations by the Proponent, or any of its Affiliates, joint venture members or active partners in the last 10 years.

Issued June 23, 2010 11