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HomeMy WebLinkAbout20130111Avista to Staff 72revised,147,150,154,155,etc.pdfAvista Corp. 1411 East Mission P.O. Box 3727 a,ISTA Spokane. Washington 99220-0500 Telephone 509-489-0500 REC Corp. Toll Free 800-727-9170 2813 JAN 1 I AM 11: 02 IE.A•F4UISL January 10, 2013 JTILITIES ' )MMIS 2 Idaho Public Utilities Commission 472 W. Washington St. Boise, ID 83720-0074 Attn: Karl T. Klein Weldon B. Stutzman Deputy Attorney General Re: Production Request of the Commission Staff in Case Nos. AVU-E-12-08 and AVU-G- 12-07 Dear Mr. Klein and Mr. Stutzman, Enclosed are an original and three copies of Avista's responses to IPUC Staffs production requests in the above referenced docket. Included in this mailing are Avista's responses to production requests 072 Supplemental, 147, 150, 154, 155, and 157 - 159. The electronic versions of the responses were emailed on 01/10/13 and are also being provided in electronic format on the CD included in this mailing. Also included are Avista's CONFIDENTIAL responses to PR 072C, 155C, and 158C. The responses contain TRADE SECRET, PROPRIETARY or CONFIDENTIAL information and is separately filed under IDAPA 31.01.01, Rule 067 and 233, and Section 9-340D, Idaho Code, and pursuant to the Protective Agreement between Avista and IPUC Staff dated October 16, 2012. They are being provided under a sealed separate envelope, marked CONFIDENTIAL. If there are any questions regarding the enclosed information, please contact Paul Kimball at (509) 495-4584 or via e-mail at paul.kimballavistacorp.com Sincerely, Paul Kimball Regulatory Analyst Enclosures CC: all parties AVISTA CORPORATION RESPONSE TO REQUEST FOR INFORMATION JURISDICTION: IDAHO DATE PREPARED: 01/07/2012 CASE NO: AVU-E-12-08 / AVU-G-12-07 WITNESS: Dave DeFelice REQUESTER: IPUC RESPONDER: Mike Faulkenberry TYPE: Production Request DEPARTMENT: Gas Engineering REQUEST NO.: Staff-072 Supplemental TELEPHONE: (509) 495-2293 REQUEST: Please describe and justify the following projects and how the Company ensures they are completed at least-cost. This should include a detailed description, cost (budget vs actual), and timing of specific 2012 and 2013 capital project amounts proposed to be pro formed in this filing. If vendors are used, please explain how the Company selected them and summarize the results. Projects include: a)Jackson Prairie Storage Project; b)Gas Reinforce Minor Blanket; c)Replace Deteriorated Pipe; d)Regulator Station Reliability Projects; e)Natural Gas Replacement Street/Highways; f)Cathodic Protection Projects; g)Gas Distribution Non-Revenue Blanket; h)Isolated Steel Replacement; i)Overbuilt Pipe Replacement Blanket; j)Gas Telemetry; k)Replacement 6" PE;_ 1) Old Hwy 95 Relocation; m)Klamath Falls Lateral; and n)Reinforce Chase Rd Gate Station in Post Falls. RESPONSE: Please see Avista's response 072C, which contains TRADE SECRET, PROPRIETARY or CONFIDENTIAL information and exempt from public view and is separately filed under IDAPA 3 1.01.01, Rule 067 and 233, and Section 9-340D, Idaho Code. Avista's Business Cases for the Programs and Projects for letter a. through n. above are provided in Staff _PR_072C Confidential Attachments A-M. The Business Cases describe and define the need for the Program or Project and weigh the alternatives considered. Please note that these business cases were completed as a part of the 2012 budgeting process and the expected costs have not been updated since then. Therefore, the most current budgeted amounts are included in DeFelice workpapers as mentioned below. Also, a business case was not provided for the Klamath Falls Lateral project as this project relates solely to Oregon operations. Following is more specific information regarding each: Page 2 Jackson Prairie Storage Project: Jackson Prairie (JP) is managed by Puget Sound Energy. Avista is a 1/3 partner in this underground storage project with Williams Pipeline and Puget Sound Energy. Avista participates in upwards of 4 project meetings yearly to assure that its funding is spent appropriately. Usually at least one of these meetings occurs at the site. Avista sends an Engineer and a Management representative to each of these meetings. The Management representative has voting rights among the partners and protects the interest of Avista's ratepayers. Key decisions require a unanimous vote of the partners. The engineer advises our Management representative as needed. Gas Programs: The following list represents what Avista terms "Gas Programs". These are also referred to as "Gas Blankets". Each is made up of many small projects. • Gas Reinforce Minor Blanket; • Replace Deteriorated Pipe; • Regulator Station Reliability Projects; • Natural Gas Replacement Street/Highways; • Cathodic Protection Projects; • Gas Distribution Non-Revenue Blanket; • Isolated Steel Replacement; • Overbuilt Pipe Replacement Blanket; • Gas Telemetry; These Programs are budgeted and monitored throughout the year by the Manager of Gas Design. Many of these projects are designed within Avista's Gas Engineering Department, but some are designed within decentralized Operation offices. These Programs are reviewed at monthly Gas Manager's meetings to assure that projects within these programs are on track and running smoothly. Most of these projects have field inspectors that monitor construction process and report back to the local Gas Managers or Gas Engineering Department engineers. Replacement 6" PE and the Old Hwy 95 Relocation: These two specific projects were conducted at the request of the ID DOT to make way for road reconstruction of both the Old Hwy 95 frontage road and the existing Hwy 95. These projects were designed by Gas Engineering. The Design Engineer acted as the Project Manager participating in all facets of the project from coordination, design, contract assignment, ongoing project support and project close out. The bulk of the work associated with the Old Hwy 95 Relocation project was competitively bid. Klamath Falls Lateral: The project evaluation supporting this pipeline purchase from William's Pipeline is complete in the Business Plan and is pertinent to OR customers only. A thorough review of the pipeline assets with regards to maintenance records and pipeline records was conducted by Gas Engineering prior to the purchase. Reinforce Chase Rd Gate Station in Post Falls: The project evaluation and supporting documentation for the reinforcement in this area is complete in the Business Plan. Work has not Page 3 yet begun on this project. The Design Engineer assigned to this project will act as the Project Manager and will participate in all facets of the project from coordination, design, contract assignment, ongoing project support and project close out. Please see the Company's response to Staffs Production Request No. 45 for updated transfers to plant through October 31, 2012. Company witness Dave DeFelice's-testimony and workpapers provide the requested budget information for 2012 and 2013. Pages 53 through 63 of the workpapers list 2012, and pages 89 through 101 list 2013 projects by ER and details the expected month the project will be completed and will be transferred to plant in service. The source of this data is the Company's 2012 capital budget. Both hardcopies and electronic copies were provided with the original filing. SUPPLEMENTAL: Please see Staff _PR_072C Confidential Supplemental Attachment A for details of the Jackson Prairie budget for 2012 and 2013. AVISTA CORPORATION RESPONSE TO REQUEST FOR INFORMATION JURISDICTION: IDAHO DATE PREPARED: 01/09/2012 CASE NO: AVU-E-12-08 / AVU-G-12-07 WITNESS: Dave Defelice REQUESTER: IPUC RESPONDER: Chris Schlothauer TYPE: Production Request DEPARTMENT: Fleet REQUEST NO.: Staff-147 TELEPHONE: (509) 495-2727 REQUEST: Please provide a schedule showing all vehicle retirements since January 2011. a.Please include the vehicle description, book value of the vehicle, date of retirement and method of disposal. b.If the vehicle was sold at auction, please also provide the sales price for each vehicle. c.If the vehicle was donated, please also provide the cost basis used for the donation. RESPONSE: Please see Staff _PR_i 47 Attachment A for details of vehicle descriptions, date of retirement and method of disposal. The Company cannot provide detailed information as listed in Attachment A, for the book value of vehicles. The Company uses mass asset accounting, and as such, when a vehicle is retired it is retired by debiting the original cost of the vehicle to accumulated depreciation and crediting the appropriate plant account. The net book value of assets can be determined by FERC account, which for transportation vehicles is segregated into vehicle type. However, the net book value of the retired vehicle is not tracked in the accounting system. Page 1 of! RETIREMENTS MqDE. - ARCTIC CAT 700 EFI - W/TRACK ApTE!! 1/29/2011 VAUJE AUCTION SALEPR1GE $3,250 R77536 2008 ARCTIC CAT 700 EFI R76423 1988 JOHN DEERE 410C 4X4 BKHOE LOADER 1/29/2011 AUCTION $9,500 R76463 1997 VERMEER V3550A TRENCHER W/BACKHOE/PLOW 1/29/2011 AUCTION $3,000 R67600 2000 FORD F550 MED DUTY4X4 CAB & CHASSIS W/32FOOT BKT 3/12/2011 AUCTION $4,500 R47440 1997 CHEV CG21405 3/4 T CARGO VAN 3/12/2011 AUCTION $1,500 R76422 1988 JOHN DEERE 410C 4X4 BKHOE LOADER 3/12/2011 AUCTION $14,000 R46152 1991 CHEV CV20906 3/4 T SUBURBAN 4X4 3/12/2011 AUCTION $1,000 R67418 1996 CHEV CK31003 MED DUTY4X4 CAB CHASSIS W/30FOOT BUCKET 4/23/2011 AUCTION $7,500 R68055 1986 INTERNATIONAL S1954 MED DUTY CAB & CHASSIS W/50 FOOT BUCKET 6/4/2011 AUCTION $5,625 R68713 1997 INTERNATIONAL 4700 33K CAB CHASSIS W/50 FOOT BUCKET 6/4/2011 AUCTION $7,000 R46504 1979 CHEV TK20906 3/4 T SUBURBAN 4X4 6/4/2011 AUCTION $1,000 R58058 1987 INTERNATIONAL 51954 33K CAB CHASSIS SERVICE BODY/WELDER 6/4/2011 AUCTION $2,250 R85058 1997 MILLER WELDER MILLER WELDER ON 58058 6/4/2011 AUCTION $800 R56438 1997 CHEV CK31003 MED DUTY4X4CAB CHASSIS W/ FLATBED 6/4/2011 - AUCTION $3,000 - R58087 1990 INTERNATIONAL 2674 33KCAB CHASSIS SERVICE BODY -WELDER 6/4/2011 AUCTION $3,250 R48541 2000 FORD F350 MED DUTY4X4CAB & CHAS SERV BODY W/CNG 6/4/2011 AUCTION $3,400 R48542 2000 FORD F350 MED DUTY4X4CAB & CHAS SERV BODY W/CNG 6/4/2011 AUCTION $3,850 R46586 2000 FORD F150 1/2 T PICKUP 4X4 EXT CAB CNG 6/4/2011 AUCTION $3,500 R66084 1989 INTERNATIONAL 4900 HD6X6 CAB CHASSIS W/5000 DIGGER DERRICK 6/4/2011 AUCTION $4,750 R87158 1968 ALLOY 2ATPF-16 EQMTTLR 6/4/2011 AUCTION $700 R56554 2000 FORD F450 MED DUTY4X4CAB CHAS W/FLATBED CRANE 6/4/2011 AUCTION $5,500 R48510 1999 FORD F250 MED DUTY4X4CAB & CHAS SERV BODY W/CNG 6/4/2011 AUCTION $3,500 R86285 1984 JACKSON'S FLTBED EQMTTLR 7/7/2011 AUCTION $900 R76440 1992 VERMEER V-8050 TRENCHER W/BACKHOE & PLOW 7/7/2011 AUCTION $7,000 R67732 2004 FORD F550 MED DUTY4X4 CAB & CHAS W/38 FOOT BUCKET 7/7/2011 AUCTION $6,000 R56274 1993 CHEV CC30943 MED DUTY CREWCAB CHASSIS W/SERVICE BODY 7/7/2011 AUCTION $1,500 R46097 1990 CHEV CV20906 3/4 T SUBURBAN 4X4 7/7/2011 AUCTION $800 R76392 1980 JOHN DEERE 310A 4X2 BACKHOE LOADER 7/7/2011 AUCTION $7,000 R87302 1989 TRAIL KING TK 20 EQMTTLR 7/7/2011 AUCTION $4,500 R48654 2001 FORD F350 1 T CAB & CHASSIS 4X4 SRW 7/7/2011 AUCTION $2,750 R87273 1978 GREAT DANE FTBD TRAILER- FLATBED 40' 7/7/2011 AUCTION $2,000 R56243 1992 FORD F350 MED DUTY 4X2 CAB CHASSIS W/ SERVICE BODY 7/7/2011 AUCTION $1,000 R67298 1993 CHEV CK31003 MED DUTY4X4 CAB CHASSIS W/ 30 FOOT BKT 8/20/2011 AUCTION $3,750 R86286 1988 HOMEMADE FLTBED EQMTTLi 8/20/2011 AUCTION $550 R76454 1994 VERMEER LM-40 TRENCHER W/CABLE PLOW & BLADE 8/20/2011 AUCTION $2,500 R76474 2000 VERMEER V3550A TRENCHER W/BACKHOE /PLOW 10/1/2011 AUCTION $4,750 R56672 1987 INTERNATIONAL 51700 MED DUTY4X2 CAB CHASSIS W/DUMP BED 10/1/2011 AUCTION $11,250 R46637 2001 FORD F150 1/2 T PICKUP 4X4 CNG 10/1/2011 AUCTION $3,700 R87427 2000 CONTRAIL C-8 EQMTTLR 10/1/2011 AUCTION $17,500 R86599 1999 HAULI UTILITY UTILITY TRAILER 10/1/2011 AUCTION -$750 R46202 1992 CHEV CK10703 11/2 T PICKUP 4X4 10/1/2011 AUCTION $1,700 Staff-PR-147 Attachment A.xlsx 2011 Page 1 of 6 RETIREMENTS $M R46269 1993 EEL CHEV CK10703 E1 1/2 T PICKUP 4X4 10/1/2011 # !I$PQSM.H4! WALUE SALE PRICE AUCTION $14,000 R47652 2001 CHEV G2500 3/41 CARGO VAN CNG/ BYPASS SYS 10/1/2011 AUCTION $1,200 R87433 1995 TOWMASTER EQMT TLR 10/1/2011 AUCTION $4,750 R87294 1988 TRAIL KING TK2O EQMTTLR 10/1/2011 AUCTION $3,750 R86173 1972 ALLOY MATRL TRAILER- POLE/CARGO 10/1/2011 AUCTION $250 R87326 1991 CZ CZ-20KT EQMTTLR 10/1/2011 AUCTION $3,750 R87335 1992 CZ CZ-20KT EQMTTLR 10/1/2011 AUCTION $3,500 R87342 1992 a CZ-20KT EQMTTLR 10/1/2011 AUCTION $3,500 R47505 1999 CHEV CG21405 3/41 CARGO VAN 10/1/2011 AUCTION $1,500 R56862 1984 GMC K35 MED DUTY CAB CHASSIS W/SERVICE BODY 10/1/2011 AUCTION $6,500 R86050 1939 HOMEMADE POLE TRAILER- POLE 10/1/2011 AUCTION $25 R85704 2000 VERMEER E550 EVACUATOR 10/27/2011 AUCTION $8,000 R1005 2004 DITCH WITCH FM13 MUD PUMP 10/27/2011 AUCTION $5,000 R76703 2008 DITCH WITCH iT 3020 DITCH WITCH DIRECTIONAL BORING MACHINE 10/27/2011 AUCTION $159,650 R65601 1997 KENWORTH T300 HD6X4 CAB CHASSIS W/FI..ATBED 10/27/2011 AUCTION $15,700 R65602 2001 KENWORTH T300 HD6X4 CAB & CHASSIS W/FLATBED 10/27/2011 AUCTION $27,000 R85474 2000 VERMEER ST750A MUD SYSTEM 10/27/2011 AUCTION $3,800 R85475 2000 VERMEER ST750A MUD SYSTEM 10/27/2011 AUCTION $3,800 R76543 2008 DITCH WITCH iT 3020 DITCI-IWITCH BORING MACHING 10/27/2011 AUCTION $145,475 R87803 2000 TOWMASTER T-40 EQMT TLR 10/27/2011 AUCTION $14,483 R48688 2001 FORD F250 MED DUTY4X4CAB & CHAS SERV BODY W/CNG 11/4/2011 AUCTION $2,000 R46680 2003 CHEV CK15703 1/21 PICKUP 4X4 11/4/2011 AUCTION $4,750 R47447 1997 CHEV CG21405 3/4 T CARGO VAN 11/4/2011 AUCTION $2,075 R76429 1988 DITCHWITCH 1010 B/S TRENCHER 11/4/2011 AUCTION $225 R87295 1988 TRAIL KING 1K 20 EQMT hR 11/4/2011 AUCTION $2,000 R87356 1994 KIEFER ILPF1825 EQMT TLR 11/4/2011 AUCTION $2,000 86380 1964 POWERS IL MATERIAL/POLE TRAILER 11/18/2011 AUCTION $250 R86077 1948 AMERICAN MACH POLE TRAILER- POLE 12/9/2011 AUCTION $150 R56025 1986 CHEV CK31003 MED DUTY4X4 CAB CHASSIS FLATBED 12/15/2011 AUCTION $3,500 R67242 1992 CHEV C7H042 MED DUTY4X2 CAB CHASSIS W/40 FOOT BKT 12/15/2011 AUCTION $7,500 R87405 1997 TRAIL KING 1K 20 EQMT TLR 12/15/2011 AUCTION $6,000 R66031 1986 INTERNATIONAL F1954 HD6X4 CAB CHASSIS W/5000 DIGGER DERRICK 12/15/2011 AUCTION $1,700 R67571 1999 FORD F450 MED DUTY CAB CHASSIS W/36FOOT BUCKET 12/15/2011 AUCTION $9,500 R67169 1991 FORD F350 MED DUTY CAB CHASSIS W/ 35 FOOT BUCKET 12/15/2011 AUCTION $4,500 R67697 2003 FORD 1`550 MED DUTY4X4 CAB & CHASSIS W/38 FOOT BKT 12/15/2011 AUCTION $10,000 R46446 1997 CHEV CK10753 1/21 PICKUP 4X4 EXT CAB 12/15/2011 AUCTION $2,500 R56295 1993 CHEV CC30943 MED DUTY CREWCAB CHASSIS W/SERVICE BODY 12/15/2011 AUCTION $1,600 R47572 2000 CHEV ASTRO CARGO VAN 4X2 12/15/2011 AUCTION $1,500 R86249 1984 HOMEMADE FIRE EXT TRAILER- FIRE PUMP-TANK 12/15/2011 AUCTION $800 R86245 1979 A-i IRON & CSTM T-4X8 TRAILER- REEL W/TILT 12/15/2011 AUCTION $100 R87371 I 1995J EAGER BEAVER JAP10 EQMT hR 12/15/2011 AUCTION $2,250 Staff-PR-147 Attachment A.xlsx 2011 Page 2 of 6 RETIREMENTS EQUJ fEMiL ØD.II ØEs - ilL ALEpA LINCOLN RANGER8 WELDER 12/15/2011 AUCTION .UE.SA11PRICE $750 R85527 1996 LINCOLN RANGER 8 R86098 1949 FWD POLE TRAILER- POLE 12/15/2011 AUCTION $150 R46433 1997 CHEV CK10703 1/2 T PICKUP 4X4 1/15/2011 DONATION $1,725 R56357 1994 FORD F350 MED DUTY CREWCAB CHASSIS W/SERVICE BODY 3/11/2011 DONATION $3,500 R56288 1993 CHEV CC30943 MED DUTY CREWCAB CHASSIS W/SERVICE BODY 3/11/2011 DONATION $3,500 R47540 2000 FORD F250 MED DUTY4X2CAB & CHASSIS SERVICE BODY 3/11/2011 DONATION $3,500 R46585 2000 FORD F150 1/2 T PICKUP 4X4 EXT CAB CNG 4/8/2011 DONATION $2,500 R48450 2000 FORD F250 MED DUTY4X4CAB & CHAS SERV BODY W/CNG 4/15/2011 DONATION $3,000 R87278 1984 BUTLER B-2420 EQMT TLR 4/18/2011 DONATION $1,000 R48406 1995 CHEV CK20903 MED DUTY4X4CAB & CHAS SERV BODY W/CNG 4/18/2011 DONATION $3,000 R45237 1992 FORD F250 3/4 T PICKUP 4X2 4/26/2011 DONATION $1,200 R56311 1993 CHEV CC31003 MED DUTY4X2 CAB CHASSIS W/DUMPBODY 5/9/2011 DONATION $2,800 R48656 2001 FORD F350 MED DUTY4X4CAB & CHAS SERV BODY W/CNG 5/10/2011 DONATION $7,500 R45291 1993 CHEV CC10703 1/2 T PICKUP 4X2 5/19/2011 DONATION $1,700 R56503 1998 CHEV CC31403 MED DUTY4X4 CAB CHASSIS W/SERVICE BODY 5/25/2011 DONATION $4,500 R46497 1998 FORD F150 1/2 T PICKUP 4X4 5/25/2011 DONATION $2,500 R56273 1993 CHEV CC30943 MED DUTY CREWCAB CHASSIS W/SERVICE BODY 6/14/2011 DONATION $3,000 R45392 1995 FORD F250 3/4 T PICKUP 4X2 8/26/2011 DONATION $1,500 R45276 1993 CHEV CC10753 1/2 T PICKUP 4X2 EXT CAB 8/26/2011 DONATION $1,200 R47171 1991 FORD E250 3/41 VAN 9/1/2011 DONATION $1,800 R45395 1995 FORD F250 3/4 T PICKUP 4X2 9/13/2011 DONATION $2,200 R45236 1992 FORD F250 3/4 T PICKUP 4X2 9/20/2011 DONATION $2,000 R45147 1991 FORD F250 3/4 T PICKUP 4X2 9/28/2011 DONATION R47465 2000 CHEV C2500 MED DUTY4X4CAB & CHAS SERV BODY W/CNG 12/5/2011 DONATION $2,000 R47475 2000 CHEV C3500 IVIED DUTY4X4CAB & CHAS SERV BODY W/CNG 12/15/2011 DONATION $2,800 R56499 1993 CHEV CG31603 1 T DELIVERY VAN (HIGH CUBE) 12/15/2011 DONATION $2,200 R45418 1982 GMC CC10903 1/2 T PICKUP 4X2 12/19/2011 DONATION $1,200 R67484 1999 INTERNATIONAL 4700 33K CAB CHASSIS W/40 FOOT BUCKET 3/17/2011 DONATION $5,000 R35342 1997 FORD CROWN VIC 4-DOOR SEDAN 2/28/2011 SCRAP _ $350 _____________________________ $68,3251 $664,058 Staff—PR-147 Attachment A.xlsx 2011 Page 3 of 6 RETIREMENTS OE:E:IE CEL IJIE]LJ II UP.::.'$ [PA1.... pRIcE R56819 19841 FORD F350 MED DUTY CAB CHASSIS W/FLATBED 2/4/2012 AUCTION $1,750 R57306 1993 FORD F800 MED DUTY4X2 CAB CHASSIS W/FLAT BED 2/4/2012 AUCTION $4,500 R76430 1988 CASE 580K BACKHOE 4X4 2/4/2012 AUCTION $16,000 R56234 1965 CHEV C30 1 T CAB & CHASSIS 4X2W/FLATBED 2/4/2012 AUCTION $700 R56553 2000 FORD F450 MED DUTY4X2CAB CHASSIS W/FLATBED PUSHER 2/4/2012 AUCTION $3,400 R68411 1996 CHEV CC71-1042 33K CAB CHASSIS W/55 FOOT BUCKET 2/4/2012 AUCTION $9,500 R48712 2004 FORD F350 MED DUTY4X4CAB & CHAS SERV BODY W/CNG 2/4/2012 AUCTION $8,000 R76405 1985 JOHN DEERE 410 BACKHOE 4X2 2/4/2012 AUCTION $10,500 R76449 1993 JOHN DEERE 310D 4X4 BKHOE LOADER 2/4/2012 AUCTION $18,000 R76451 1994 JOHN DEERE 310D 4X4 BKHOE LOADER 2/4/2012 AUCTION $18,000 R58407 1996 FORD F80260 33KCAB & CHASSIS SERVICE BODY WELDER 3/17/2012 AUCTION $4,500 R56692 1992 CHEV CC31403 MED DUTY CAB CHASSIS W/SERV BODY-WELDER 3/17/2012 AUCTION $6,750 R76442 1993 JOHN DEERE 310D 4X4 BKHOE LOADER 3/17/2012 AUCTION $20,000 R78414 1986 TUCKER 1644 TUCKER SNOW CAT 3/17/2012 AUCTION $27,000 R78387 1979 BOMBARDIER SV-252-G-29 BOMBARDIER SNOW CAT 3/17/2012 AUCTION $10,000 R87262 1984 BUTLER BT-620-VH EQMTTLR 3/17/2012 AUCTION $3,075 R86509 2005 HOMEMADE TRAILER AN TRAILER 3/17/2012 AUCTION $250 R57729 1995 INTL 8100 33K CAB CHASSIS W/DUMPBODY 3/17/2012 AUCTION $7,500 R67696 2003 FORD F550 MED DUTY4X4 CAB & CHASSIS W/38 FOOT BKT 3/17/2012 AUCTION $12,000 R76480 1999 CATERPILLAR 416C 4X4 BKHOE LODR W/4-1 FRNT BKT 3/17/2012 AUCTION $28,075 R86243 1982 UTILITY TOOL 7163 TRAILER- CARGO 3/17/2012 AUCTION $250 R57068 1986 INTERNATIONAL S1954 33K CAB & CHASSIS 4X2 W/FIATBED 3/17/2012 AUCTION $2,250 R68341 1994 FORD L8000 33K CAB CHASSIS W/56 FOOT BUCKET 3/17/2012 AUCTION $9,000 R76458 1995 CATERPILLAR 416B 4X4 BKHOE LOADER 3/17/2012 AUCTION $20,000 R68662 2000 INTERNATIONAL 4900 33KCAB & CHASSIS W/50 FOOT BUCKET 3/17/2012 AUCTION $8,500 R47506 1999 CHEV CG21405 3/4 T CARGO VAN 3/17/2012 AUCTION $2,400 R86330 1992 GOODWIN FLATBED EQMTTLR 3/17/2012 AUCTION $500 R86331 1992 GOODWIN REEL TRAILER- REEL/SPOOL 3/17/2012 AUCTION $500 R86333 1992 GOODWIN REEL TRAILER- REEL/SPOOL 3/17/2012 AUCTION $500 R86334 1992 GOODWIN REEL TRAILER- REEL/SPOOL 3/17/2012 AUCTION $500 R86341 1992 HOMEMADE UTIUTY EQMTTLR 3/17/2012 AUCTION $500 R86197 1975 DERALD JOHNSON REEL TRAILER- REEL/SPOOL 3/17/2012 AUCTION $450 R86395 1992 WIND RIVER PIPE TRAILER- PIPE 4/21/2012 AUCTION $550 R46693 1998 FORD F150 1/2 T PICKUP 4X4 CNG 4/21/2012 AUCTION $4,750 R56463 1997 CHEV CC31003 MED DUTY4X2 CAB CHASSIS W/SERVICE BODY 4/21/2012 AUCTION $2,000 R67682 2003 FORD F550 MED DUTY4X4 CAB & CHASSIS W/38 FOOT BKT 4/21/2012 AUCTION $6,250 R67683 2003 FORD F550 MED DUTY4X4 CAB & CHASSIS W/38 FOOT BKT 4/21/2012 AUCTION $5,500 R85354 1994 GENIE S-40 GENIE S-40 MANLIFT 4/21/2012 AUCTION $9,000 Staff—PR-147 Attachment A.xlsx 2012 Page 4 016 RETIREMENTS R67563 19991 FORD F450 SUPER DUTY IVIED DUTY4X4 CAB & CHASSIS W/32FOOT BKT 4/21/2012 AUCTION - PRIcE $7,250 R67684 2003 FORD F550 IVIED DUTY4X4 CAB & CHASSIS W/38 FOOT BKT 4/21/2012 AUCTION $6,250 R86414 1997 HAULMARK C56BS TRAILER-VAN BODY 4/21/2012 AUCTION $900 R66188 1992 INTERNATIONAL 4900 HD6X4 CAB CHASSIS W/5000 DIGGER DERRICK 4/21/2012 AUCTION $3,650 R66312 1993 INTERNATIONAL 4900 - HD6X4 CAB CHASSIS W/5052 DIGGER DERRICK 4/21/2012 AUCTION $5,750 R76418 1985 JOHN DEERE 310B BACKHOE 4X2 4/21/2012 AUCTION $6!500 R76475 1995 JOHN DEERE 310 4X4 BKHOE LOADER 4/21/2012 AUCTION $18,000 R76389N 1980 JOHN DEERE 310A 4X2 BACKHOE LOADER 4/21/2012 AUCTION $6,000 R47567 2000 CHEV G21405 3/41 CARGO VAN 4X2 6/2/2012 AUCTION $1,100 85552 2005 LINCOLN RANGER 305D RANGER 3050 WELDER ON 56552 6/2/2012 AUCTION $2,000 R56552 2000 FORD F450 IVIED DUTY4X2CAB CHAS W/SERV BODY WELDER 6/2/2012 AUCTION $3,500 R86393 1996 GOODWIN GOODWIN TRAILER- PLASTIC CONDUIT 6/2/2012 AUCTION $300 46579 2000 FORD F150 1/21 PICKUP 4X4 6/2/2012 AUCTION $1,900 58125 1991 WHITE/GMC WG42 33KCAB CHASSIS SERVICE BODY -WELDER 6/2/2012 AUCTION $5,500 85125 19901 LINCOLN 250 010 PRO LINCOLN 2500-10 WELDER ON 58125 6/2/2012 AUCTION $2,250 R85087 1989 LINCOLN 250 010 PRO LINCOLN 2500-10 WELDER ON 56012 7/14/2012 AUCTION $2,250 R45429 1997 FORD F250 3/41 PICKUP 4X2 7/14/2012 AUCTION $1,000 R85407 1995 MILLER BOBCAT MILLER WELDER ON 58407 7/14/2012 AUCTION $2,750 R68664 1999 INTERNATIONAL 4900 33K CAB CHASSIS W/55 FOOT BUCKET 7/14/2012 AUCTION $8,250 R66457 1997 FREIGHTLINER FL80 HD6X4 CAB CHAS W/D2050 DIGGER DERRICK 7/14/2012 AUCTION $10,000 R48610 2000 FORD F350 IVIED DUTY4X4CAB & CHAS SERV BODY 7/14/2012 AUCTION $9,250 R86523 1992 HOMEMADE TLR UTILITY TRAILER 7/14/2012 AUCTION $250 R86324 1991 KIEFER ILU 812 EQMTTLR 7/14/2012 AUCTION $1,200 R87325 1991 KIEFER ISU 12000 TRAILER- REEL 7/14/2012 AUCTION $1,200 R67606 2000 CHEV C7H042 IVIED DUTY4X2 CAB & CHASSIS W/40 FOOT BKT 8/25/2012 AUCTION $3,750 R56423 1996 GMC TC31403 IVIED DUTY4X2 CAB CHASSIS SERV BODY WELDER 8/25/2012 AUCTION $4,950 R86669 2013 ALUMA 8112 ATV TRAILER 8/25/2012 AUCTION $1,700 R66745 1982 INTERNATIONAL F1954 HD6X4 CAB CHASSIS W/DIGGER DERRICK 9/25/2012 AUCTION $3,250 R46496 1998 FORD F150 1/2 T PICKUP 4X4 9/25/2012 AUCTION $1,400 R56402 1995 CHEV CK31003 IVIED DUTY4X4 CAB CHASSIS W/FLATBED 11/3/2012 AUCTION $2,200 67475 1997 CHEV CC7H042 IVIED DUTY CAB CHASSIS W/40 FOOT BUCKET 11/3/2012 AUCTION $3,750 R85476 2000 INGERSOLL RAND VHP-400 COMPRESSOR 11/3/2012 AUCTION $9,000 R87233 1981 SKYLINE BT210K EQMTTLR 11/3/2012 AUCTION $1,300 R76464 1997 JOHN DEERE 310SE 4X4 BKHOE LOADER 1/10/2012 DONATION $11,000 R46398 1995 FORD F150 1/2 T PICKUP 4X4 EXT CAB 2/7/2012 DONATION $1,700 R46471 1997 CHEV CK20903 3/41 PICKUP 4X4 3/14/2012 DONATION $2,000 R56024 1986 CHEV CK31003 IVIED DUTY4X4 CAB CHASSIS FLATBED 4/4/2012 DONATION $800 R47470 2001 FORD F250 3/4 T4X2 CAB & CHASSIS SERV BODY CNG 4/12/2012 1 DONATION $2,200 Staff-PR-147 Attachment AxIsx 2012 . Page 5 of 6 RETIREMENTS TK10703 i/2T PICKUP 4X4 ire 5/7/2012 sMiLoD DONATION ALUE.SARECE $1,100 R46390 1995 GMC R46638 20011 FORD F150 1/2 T PICKUP 4X4 CNG 5/29/2012 DONATION $2,000 R46588 2000 FORD F150 1/2 T PICKUP 4X4 EXT CAB CNG 6/5/2012 DONATION $1,300 R46640 2001 FORD F150 1/2 T PICKUP 4X4 CNG 6/12/2012 DONATION $2,000 R46743 2005 CHEV SILVERADO 3/4 TON 4X4 LONG BOX STANDARD CAB 6/12/2012 DONATION $4,590 R47449 2000 FORD F250 IVIED DUTY4X4CAB & CHAS SERV BODY W/CNG 8/15/2012 DONATION $6,000 R45406 1997 FORD F150 1/2 T PICKUP 4X2 8/22/2012 DONATION $5,000 R46646 2001 FORD F250 3/4 T PICKUP 4X4 CREW CAB 10/2/2012 DONATION $3,00 R47504 1999 CHEV CG21405 3/4TCARGO VAN 10/13/2012 DONATION $1,100 R45393 1995 FORD F250 3/4 T PICKUP 4X2 10/13/2012 DONATION $1,500 R46574 2000 FORD F150 1/2TPICKUP4X4 11/29/2012 DONATION $1,800 R46639 2001 FORD F150 1/2 T PICKUP 4X4 CNG 12/4/2012 DONATION $2,000 R46645 2001 FORD F250 EXT CAB 3/4 T PICKUP 4X4 EXT CAB 12/13/2012 DONATION $1,800 56560 1994 CHEV CC31403 IVIED DUTY4X2 CAB & CHASSIS W/FLATBED 8/1/2012 SCRAP $1,350 R46616 2000 CHEV K1500 1/2 T PICKUP 4X4 EXT CAB 2/10/2012 TRADE IN $1,500 R46673 I 2001 CHEV CK15753 1/2 T PICKUP 4X4 EXT CAB 2/10/2012 TRADE IN $2,500 Staff—PR-147 Attachment A.xlsx . . 2012 Page 6 of 6 AVISTA CORPORATION RESPONSE TO REQUEST FOR INFORMATION JURISDICTION: IDAHO DATE PREPARED: 01/07/13 CASE NO: AVU-E-12-08 / AVU-G-12-07 WITNESS: Dave DeFelice REQUESTER: IPUC RESPONDER: K.Schuh/R.Bean TYPE: Production Request DEPARTMENT: Rates and Tariffs REQUEST NO.: Staff-150 TELEPHONE: (509) 495-2293 REQUEST: Referencing the confidential memo provided at the onsite audit from Ryan Beam about the Post Falls Headgate Project, please provide the economic analysis for performing all the other tasks at this time as opposed to waiting. RESPONSE: Total costs for the Post Falls Headgate project were estimated to be $4.6 million and include the following costs: Avista Engineering 185,183 Contracted Engineering 376,576 Headgate Equipment Procurement 1,640,000 Headgate Construction Installation 1,219,000 Electrical Infrastructure Equipment Procurement 204,050 Electrical Infrastructure Construction Installation 103,284 Construction Contingency (10%) 372,839 Overheads 233,025 AFUDC 354,197 Total $4,688,154 The additional tasks that were completed at the time of the Headgate Project relate to the Electrical Infrastructure upgrade and additional electrical components. The bulk of the electrical upgrades were necessary to integrate the new headgate hoists into the existing plant power and control scheme. The new hoists operate at a higher voltage than the existing system and require more capacity than was available. This necessitated an overhaul of station service power and controls. During the course of upgrading station service, additional incremental costs emerged as additional electrical components such as new conductor, conduit, and disconnects in need of replacement were addressed. The Company does not have an economic analysis that pertains to the incremental cost increases that emerged for the additional electrical components (conductor, conduit, and disconnects mentioned above). These components are fairly immaterial to the overall cost of the project, as they total a fraction of the Electrical Infrastructure costs listed above totaling $304,334, and would have cost more to do as a separate project instead of upgrading at the time of the project. AVISTA CORPORATION RESPONSE TO REQUEST FOR INFORMATION JURISDICTION: IDAHO DATE PREPARED: 0-1/03/13 CASE NO: AVU-E-12-08 / AVU-G-12-07 WITNESS: Dave DéFelice REQUESTER: IPUC RESPONDER: Karen Schuh TYPE: Production Request DEPARTMENT: Rates and Tariffs REQUEST NO.: Staff-154 TELEPHONE: (509) 495-2293 REQUEST: Please explain the discrepancy in the allocation percentages used to allocate General Plant Common System, Transportation Common System, and Software AN Common reflected in Andrew's Capital Expense allocation workpapers and the 4-factor allocation percentages contained in Andrew's workpapers Part 2 (August 2012). RESPONSE: The Company inadvertently used four factor allocation percentages related to prior years for the General Plant Common System, Transportation Common System, and Software AN Common reflected in Andrew's Capital Expense allocation. The impact of updating these factors for the 2012 Electric and Natural Gas Adjustment is an increase of approximately $132,000 to revenue requirement. The impact of the change in factors to the 2013 Electric and Natural Gas Adjustment is a decrease to revenue requirement of approximately ($10,000). AVISTA CORPORATION RESPONSE TO REQUEST FOR INFORMATION JURISDICTION: IDAHO DATE PREPARED: 01/04/2013 CASE NO: AVU-E-12-08 / AVU-G-12-07 WITNESS: Tara Knox REQUESTER: IPUC - RESPONDER: Robert Cloward TYPE: Production Request DEPARTMENT: Power Supply REQUEST NO.: Staff-155 TELEPHONE: (509) 495-4046 REQUEST: Please provide a map of Avista's natural gas transportation and distribution system showing all mains and laterals for Idaho, Washington, and Oregon. RESPONSE: Please see Avista's response 155C, which contains TRADE SECRET, PROPRIETARY or CONFIDENTIAL information and exempt from public view and is separately filed under IDAPA 31.01.01, Rule 067 and 233, and Section 9-340D, Idaho Code. See Staff _PR_155C Confidential Attachment A for Idaho. See Staff _PR_i 55C Confidential Attachment B for Oregon. See Staff _PR-1 55C Confidential Attachment C for Washington. Page 1 of! AVISTA CORPORATION RESPONSE TO REQUEST FOR INFORMATION JURISDICTION: IDAHO DATRPREPARED: 01/07/2013 CASE NO: AVU-E-12-08 / AVU-G-12-07 WITNESS: S. Morris/E. Andrews REQUESTER: IPUC RESPONDER: Paul Kimball TYPE: Production Request DEPARTMENT: Rates & Tariff Admin. REQUEST NO.: Staff-157 TELEPHONE: (509) 495-4584 REQUEST: Please refer to the direct testimony of Mr. Morris, page 25 and 26, where he discusses the Performance Excellence Initiative. a.Provide the total cost to Avista of this initiative by year, to-date. Specifically include the total dollar amount included in the test period on a total system and Idaho-only basis. b.Please explain whether any costs indentified in (a) have been removed and the total dollar amount removed from this or previous rate cases. c.Please quantify total cost savings from the initiative included in the test period (actual results and/or pro formed into the case) and identify where these costs are accounted for. RESPONSE: (a)See Avista's response to Staff_PR_035 for the total cost of the Performance Excellence Initiative by year, to-date. (b)As discussed in Company witness Ms. Andrews' testimony in Docket Nos. AVU-E- 11-0 1/AVU-G- 11-01 the Company removed Idaho's portion of the consulting services from the Company's 2010 test period totaling $769,549 (ID electric) and $194,073 (ID natural gas) in order to reduce the revenue requirement in that case and the impact on customers of the Company's general rate request. However, in the Company's current general rate request, the Company has not removed from the 12 months-ending 6/30/2012 test period Idaho's portion of these consulting services. Due to the long-term benefits customers will receive from avoided costs, etc. (see (c) below) the Company believes it is appropriate to recover the costs of the Performance Excellence Initiative producing the benefits customers will receive. Although the Company has not adjusted its test period expenses for this initiative, the Company would not be opposed to amortizing these expenses over a period of time, i.e. three-years. (c)Performance Excellence has been based largely on building capabilities and process efficiencies to generate value with a 3-5 year timeframe in mind. Value shows up in different ways - short-term cost savings, long term lower costs relative to the expected trend for customers (based on avoided costs), and better customer service. Wherever financial value is being realized it is being re-deployed to off-set other costs and to fund projects that would otherwise either not be done or would be additive to customer cost pressures (i.e. fleet reduction and supply chain as referenced in Company Witness Kopczynski, Di, pgs. 13 - 15). Page 1 of Please see Staff PR 157 Attachment A "Performance Excellence Value Tracking." The value represented in the attachment includes avoided costs, efficiencies with benefits redeployed in the utility, net present value of-long-lived asset programs, re-invested sourcing benefits and power supply cost reductions. Some examples in 3 of the categories are as follows: • Efficiencies and better customer service o First visit resolution - call ahead to customers, avoided unproductive trips etc. • Long-term avoided cost savings based on leveraging asset management capabilities to change how we manage assets and coordinate asset management programs. • Asset management - gas meter program, plastic pipe replacement etc. • Electric distribution feeder asset management program coordination - 1 trip to the pole by using an integrated approach to manage asset management programs. • Identify items that resulted in direct cost savings where the savings was re-invested to off-set other costs increases or to fund projects. o Supply Chain Category Management strategy resulted in savings on distribution transformers that was re-deployed for the Capital Budget Committee to use on other projects. (There are a number of examples in this category - including Fleet sourcing project.) o Enterprise Technology (ET) rebalanced department labor resulting in a shift of employees from contractors to Avista that resulted in a direct cost savings spread across O&M and capital. This savings was re-deployed by the ET group to off-set other new expenditures. Page 2 of 2 2011 O&M Capital Cost to Net Target (3) Embedded Deployable Embedded Deployable Maintain (1) Value 1,400 40 1,360 1,178 32 1,146 1,100 1,100 2,000 1,400 - 2,278 - 72 3,606 300 1,845 900 2,745 300 1,845 - 900 - - 2,745 250 - ion - 250 - - - - - - 168 168 466 466 386 323 710 18 18 104 104 198 198 5 5 gram 132 132 541 485 1,239 312 1,953 597 2,996 3,593 4,016 1,896 - 4,420 1,344 312 7,348 29 44 7 52 100 191 50 241 140 88 139 227 100 34 43 77 369 358 - 239 - - 597 6,935 5,498 - 7,837 1,344 384 14,295 Workstream Asset Management (2) Aldyl A Pipe Replace DFMP Work Integration Gas Mtr Changes AC 1000 x Total AM Enterprise Technology Demand Management Sourcing x Total ET Energy Resources Gas costs through PGA Hydro/Generation Optimizal LTSA Renegotiation x Total Energy Resources Supply Chain Fleet Boom Inspections Fleet Vehicles Gas Construction Gas PE Pipe Meter Set Assemblies Phone Services Repetitive Material Transformer Change Out Pr' Transformers Value Opportunity x Total SC Work & Resource Mgmt Extended Shift First Visit Resolution Fleet Utilization Prompt Start x Total W&RM Total PE Initiatives Value represented above includes avoided costs, efficiencies with benefits redeployed in the utility, net present value of long-lived asset programs, re-invested sourcing benefits and power supply cost reductions (1)Represents incremental new costs (i.e. new employees, software, etc.) (2)Represents the NPV and avoided cost which will occur beyond three years V (3)Total for 2011 - $6.91M is gross amount; does not include cost to maintain Staff _PR157 Attachment A.xlsx 2011 Page 19f 3 O&M (4) Capital (4) cost to C 2012 ' Target (3) Embedded Deployable Embedded Deployable Maintain (I) - - 2,268 - * 1,500 - - 2,256 - - 1,400 560 - 828 1,020 - 2,000 626 - 417 - - - 3,400 1,176 - 1,245 1,020 500 169 - - - - 750 - - - 515 - - 1,322 - - - 905 - - - 1.253 - 69 - - - - 2,603 169 2,296 - 515 132 - - - - - - 400 - - 492 - 504 - - - - 26 - - - - 351 - - - - 125 255 - - - - 1,316 - - 216 - - - - 395 - 406 1,051 287 680 - 4,255 83 - 164 - 55 - - 22 - 32 - - 11 - 172 - - nt 141 - - - - - - 40 - 4 18 - - - - 290 2,527 - 7,558 1,258 (1.162) - (2.157) (691) 6,300 1,376 - 5,401 667 290 29 (27) - (80) - - 60 411 - 1-60 - - 368 195 - 209 - - 75 175 - 323 - - - 632 754 - 602 - in 000's Workstream Asset Management (2) WPM Inventory ERT Replacement Planning x Total AM Enterprise Technology Demand Management Sourcing x Total ET Energy Resources (4) Hydro/Generation Optimization LTSA Renegotiation AGC Optimization Gas Storage - Fortis NOVA Transport Contracts Other x Total Energy Resources Supply Chain Fleet Boom Inspections Fleet Vehicles Gas Construction Gas PE Pipe IT HW Meter Set Assemblies Phone Services Project Compass Repetitive Material Transformers Value Opportunity Vag Management Wood Poles Tax Value BPI - Small Tools Process lmprovem BPI - Contracting (Quarterly) BPI - P0 Processing (Quarterly) Supply Chain subtotal Supply Chain run rate offset (5) .xt Total Supply Chain (5) Work & Resource Mgmt Extended Shift First Visit Resolution Fleet Utilization Prompt Start • TotalW&RM Other E Bill Participation Project Compass - SW Licenses Project Compass X 3,474 2,296 9 ,504 2,102 290 , Total PE Initiatives 14,234 Incentive - Achieve 90% 12,811 Value represented above Includes avoided costs, efficiencies with benefits redeployed in the utility, net present value of long-lived asset programs, re-invested sourcing benefits and power supply cost reductions lie. Represents incremental new costs e. new employees, software, etc.) (2)Represents the NPV and avoided cost which will occur beyond three years (3)Total for 2012- $14.1M is gross amount does not Include cost to maintain (4)Energy Resources - value goes through the ERM or PGA (5)Supply Chain must achieve a run rate of $10.3M ($4.OM from 2011 • $6.3M from 2012) to achieve 201 Zs target. For 2012, Supply Chain value is not reflected until $4M to attained. Staff—PR-157 Attachment A.xtsx 2012 Page 2 of 3 Workstream Asset Management (2) Total PE Initiatives 2013 O&M Capital Cost to Net Target (3) Embedded Deployable Embedded Deployable Maintain (1) Value 1,500 - - - - - - 1,000 800 1,800 - - - - - - 1,500 - 1,500 541 3,541 - - - - - - gram - 4,938 - - - - - - 40 - 147 - 70 - 257 - - - - - - 155 12,191 - - - - - - x Total AM Enterprise Technology Demand Management Sourcing x Total ET Energy Resources Hydro/Generation Optimizal LTSA Renegotiation Other x Total Energy Resources Supply Chain Fleet Boom Inspections Fleet Vehicles Gas Construction • Gas PE Pipe Meter Set Assemblies Phone Services Repetitive Material Transformer Change Out Pr( Transformers Value Opportunity x Total Sc Work & Resource Mgmt Extended Shift First Visit Resolution Fleet Utilization Prompt Start x Total W&RM Other x Customer Service Value represented above includes avoided costs, efficiencies with benefits redeployed in the utility, net present value of long-lived asset programs, re-invested sourcing benefits and power supply cost reductions (1)Represents incremental new costs (i.e. new employees, software, etc.) (2)Represents the NPV and avoided cost which will occur beyond three years (3)Total for 2013- $12.2M is gross amount; does not include cost to maintain Staff—PR-157 Attachment A.xlsx 2013 Page 3 of 3 JURISDICTION: CASE NO: REQUESTER: TYPE: REQUEST NO.: AVISTA CORPORATION RESPONSE TO REQUEST FOR INFORMATION IDAHO DATE PREPARED: 01/04/2013 AVU-E-12-08 / AVU-G-12-07 WITNESS: Don Kopczynski IPUC RESPONDER: Paul Kimball Production Request DEPARTMENT: Rates & Tariff Admin. Staff-158 TELEPHONE: (509) 495-4584 REQUEST: Please provide all documents/reports prepared by Avista and Booz & Co. related to the Performance Excellence Initiative. RESPONSE: Please see Avista's response 1 58C, which contains TRADE SECRET, PROPRIETARY or CONFIDENTIAL information and exempt from public view and is separately filed under IDAPA 3 1.01.01, Rule 067 and 233, and Section 9-340D, Idaho Code. The work was a collaboration between Booz & Co. and Avista. Please see Staff _PR_158C Confidential Attachment A (Project charter), Staff _PR_i 58C Confidential Attachment B (Performance Excellence July 2010 presentation), Staff_PR_158C Confidential Attachment C (Performance Excellence November 2010 presentation) and Staff _PR_158C Confidential Attachment D (Performance Excellence November 2010 presentation). Please also see the documents representative of the Phase 1 & 2 work provided in Staff_PR_158C Confidential Attachment E and Staff _PR-1 58C Confidential Attachment F. Due to the voluminous nature of the data in attachments C & D, it is being provided in electronic format only. AVISTA CORPORATION RESPONSE TO REQUEST FOR INFORMATION JURISDICTION: IDAHO DATE PREPARED: 01/04/2013 CASE NO: AVU-E-12-08 / AVU-G-12-07 WITNESS: Don Kopczynski REQUESTER: IPUC RESPONDER: Paul Kimball TYPE: Production Request DEPARTMENT: Rates & Tariff Admin. REQUEST NO.: Staff€ 159 TELEPHONE: (509) 495-4584 REQUEST: To the extent not previously provided, please provide the following regarding the consultant retained to independently look at opportunities for Avista to work more efficiently: • Engagement letter regarding all work performed from inception of engagement to date; • Contract(s) for all services performed from inception of engagement to date; • All draft and final reports/studies produced by the consultant; • A listing of all efforts and process changes undertaken as a result of any recommendations made, stating with specificity what was undertaken and when implementation occurred. Please include within your response the cost and/or savings associated with these changes by FERC account; • Any follow up studies or reports prepared that analyze or describe/summarize the results of changes/process improvements undertaken; F. Total cost for the consultant charged to electric operations, gas operations, and non-utility operations by month by FERC account for the period since inception of the engagement to date; and Rate treatment currently, or previously, being requested or previously afforded such consultant costs. a.Please see Staff _PR_ 159 Attachment A b.Please see Staff _PR_i 59 Attachment B. c.Please see Avista' s response to Staff_PR_i 58 d.Please see Staff _PR_i 59 Attachment C. Please note: the requested information of cost and/or savings associated with process changes were not separately tracked and/or are not available by FERC account. e.Please see Staff_PR_i 59 Attachment D f.Please see Avista's response to Staff_PR_035 g.Please see Avista's response to Staff_PR_i 57 (b). Avitfl Corp. 47vIIsT Ean 1411 .1n Ave. Spokane, WA 99202 CONSULTING SERVICES AGREEMENT This Consulting, Services Agreement ("Agreement") is entered into between Avista Corporation, a Washington corporation (Avista) and Boos & Company (N.A.) Inc a Delaware Corporation ("Consultant"), individual ly a 'Party and collectively the "Parties" PURPOSE AND BACKGROUND .Avista desires to engage, Consultant to fUrnish management consulting services in connection with Avista's Performance Excellence Program (the "Services!*). Consultant desires to provide the requested Services in return for equitable compensation, subject to the terms Of this Agreement. ACCORDINGLY THE PARTIES AGREE TO THE FOLLOWING: 1.0 Statement of Werk The Parties will mutually discuss and agree, in writing, to specific projects and initiatives where Consultant shall fiiriiish the services. 2.0 Standard of Performance. Consultant shall provide the Services in a timely, good and professional manner in accordance with the standard of care and skill ordinarily recognized under similar circumstances to be used by a provider of like services at the time the Services are provided Consultant shall, at Its e.xpen promptly and properly correct any Services found not In compliance with the requirements of this Agreement or the applicable Statement of Work Consultant represents that it is properly licensed, equipped, organized and financed to perform the Services in accordance with this Agreement. 3,0 Term of Agreement. This Agreement will become effective when executed by both Parties and remain in effect until December 31 • 2011. 4.0 Termination. (:r) Iitlicr, Part) may terminate this Agreement at any time upon 30 days" prior written. 11011cc. Upon receipt of a notice of termination. Consultant will, except as otherwise directed by A ista. immediately slop performing the Ser ices IC) the extent specified in such notice. (b) In the e cut A isia terminates this Agreement. Avis will compensate Consultant for Services properly performed up to the dale of ternimalion. In no event will Consultant he entitled to anticipated profits or payments on Services not performed because of such termination. 5.0 Compensation. Consultant shall be compensated for each project as agreed to by the Parties in writing. Consultant shall submit to A ista. within 20 days after the end of each calendar month. Consultant's invoice for the compensation payable under this Agreement for the Services actually performed during each month. Each ol'Consultant's invoices shall set forth in a detailed and clear manner a complete zdescription of the Services provided, the number of employee-hours invoiced for such Services and the dates on which such. Services were performed for any Services billed on a time and materials basis and any costs or expenses which are to be reimbursed by Avista. 6.0 Avista's Business Rcpi'eseiil*tiiu. Avista's Business RcprcSCn:tMive has the authority to hind Av in all twitters in ennecUon v dt the ( on%Iltlant p&rformdnce under this Agreement requiring B'OVI riii or poth. Avisth ltsinc ReprescUtivc for the purpoe of hi A xesnneln is Rrin (vs (tisuiting e ims Agrtrnvnt t'ge 104 REV 4131112011 R W43 Page 1 of 4 Avista Corp. East 1411 Mission Ave. tIVISTA Spokane WA 99202 1.0 Confidentiality. Avista deems all information provided by Avista to Consultant, and developed or gathered by Consultant in connection with the Services, as Avista confidential infonnation. Consultant shall not disclose such confidential information to third parties unless authorized to do so by Avista in writing or unless required by law. 7.1 Confidential information expressly includes proprietary information about Avista's financial position, pricing policy, business policies and practices, staffing policies, technical information, and vendor contract terms and pricing infbrmation that Avista is obligated to treat as confidential. Confidential Information disclosed to or accessed by any employee, agent or representative of Consultant will be deemed to have been disclosed to the Consultant. 7.2 The foregoing confidentiality obligations do not apply to information: (I) known to Consultant prior to receiving the same directly or indirectly from Avista. in connection With the Services; (ii) that is in the public domain at the time of disclosure by Consultant or (iii) the information is received by Consultant from a third Party 'who did not receive the same directly or indirectly from Avista. 7.3 Avista undierstands that in performing the Services Consultant will be using publicly available information and information in reports and other material provided by others, including information provided by Avista; Consultant does not assume responsibility for and may rely, without independent verification, on the accuracy and completeness of such information. Consultant shall retain all rights to concepts, approaches, methodologies, models, tools, generic industry information, knowledge and experience possessed by Consultant prior to or acquired by it during the performance of the Services. Avista shall have a royalty-free, perpetual right to use for its internal business purposes all work products delivered to Avisla under the Agreement. Avista understands and agrees that all reports, analyses or other material provided by Consultant are solely for Avista's information and use in connection with the assignment and that no third party may rely on Our work product 8.0 Background Check Requirements. Consultant employees assigned to perform setVicOs under this Agreement requiring unescOrted access to Avista's premises (collectively, "Assjgned Employees") shall have cleared a background check compiled by a third-party service provider acceptable to Avista Such check shall include a social security number verification and provide confirmation that the Employee has not been convicted of a felony within the past seven years. Consultant shall provide written certification of Consultant's compliance with this background check requirement by submitting such certification for each Assigned Employee to Avista via a form specified by Avista. Assigned Employees shall obtain an identification badge from Avista's Facilities Management office prior to performing any on-site Services under this Agreement ldentifieatin badges must be displayed at all times during the performance of the Services and must be returned to Avista upon the departure of the Employee from Avista's.facility or site. 9.0 insurance R 4uireinents Consultant warrants and represents that it has adequate insurance for the protection of itself, its employees and agents while carrying out its respomibilities. under the provisions of this Agreement. 10,0 Independent Contractor. The Parties intend that an independent contractor relationship will be cre1cd beiwecn them by this Agreement. Conctltant personnel performing serices under this Agreement ''. It no h contyntd to tti p1yC etI' Avita: Consultant shill be '•olclv responsthk flw payment of' r">it> hr •h vtnnt f tiiifl ,Or ', it Cuusulting Servke irercnt Pe 2 ot'4 lUV I20I20 I Page 2 of 4 Avuta Corp. 4IA7VIST 10 1411 Mission Ave. Spokane, WA 99202 on behalf of Consultant's personnel in connection with the performance of the Services; such payments are the responsibility of Consultant. Consultant shall be free of any control by .Avista in selecting the means, methods, techniques and procedures of work and safety precautions applicable to the Services furnished. This Agreement will not render Consultant a partner or joint venturer with Avista. Consultant has no authority to represent: Avista in any capacity or assume or create any obligation in The name of or on behalf of Avista, except as expressly authorized in this Agreement. 11.0 Mutual Indemnification; Limitation of Liability. Subject to applicable law, each Party shall indemnify, and defend if requested, the other Party, their directors, officers, employees, and agents (collectively, the 'lndemnitied Party") from all third party claims, demands, suits, losses, costs, and damages of every kind (collectively, "Lose') and description, including attonieys fees, brought or made against or incurred by the Indemnified Party resulting from, arising out o1 or in any way connected with any act, omission, fault, or negligence of the indemnifying Party, its employees, agents, representatives, or subcontractors in the performance or nonperformance of such Party's obligations under this Agreement. in the event that any such Loss is caused by the negligence of both Parties, including their employees, agents, suppliers and subcontractors, the Loss will be borne by the Parties in the proportion that their, respective negligence bears to the total negligence causing the Loss. Neither party shall have any liability with respect to its obligations under this Agreement or otherwise for consequential, incidental or punitive damages even if it has been advised of the possibility of such damages. in any event, the liability of either party to the other for any reason and upon any cause of action shall be limited to the amount paid to Consultant by Avista hereunder for the Statement of Work giving rise to the claim. This limitation applies to all causes of action in the aggregate, including without limitation to breach of contract, breach of warranty, negligence, strict liability, misrepresentations, and other torts. 12.0 Assignment or Subcontracting. Consultant shall not (by contract, operation of law or otherwise) assign or subcontract this Agreement or any right or interest in this Agreement. 13.0 Severability. The invalidity or imenrorceability of any provisIon of this Agreement will not affect the other provisions, and this Agreement will be construed in all respects as if such invalid or unenforceable provisions were omitted. 14.0 No Waiver. The failure of Avita to insist upon or enforce Strict performance by Consultant of any of the provisions of this Agreement or to exercise any rights under this Agreement will not be construed as a waiver or relinquishment to any extent of Avista's right to assert or rely upon any such Provisions or rights in that or any other instance; rather,. the same will be and remain in lll force and effect. 15.0 Entire Agreement. This Agreement contains the entire understanding between the Parties on its subject matter and supersedes any prior agreements between the Parties. Any representation, promise, modification, or amendment to this Agreement will not be binding upon either Party unless reduced to writing and signed on behalf of Avista and the Consultant by their duly authorized representatives. 16.0 Counterparts. This Agreement and any ether related documents, when executed and delivered, will be. an original, but all such counterparts will constitute one and the same instrument. As used in this Section, the term counterparts" includes full copies of such instruments signed and delivered by w-mail or facsimile transmission, as well as photocopies of such facsimile transmissions. O it vviU hc i t'r,rcmt,d, ennsirtied nnd enl'rcd in all repc1s in ; t..... ('*nuina I.Srroces Agrcvqncnm Page 3 of 4 fllw 4/20/2011 Page 3 of 4 AstaCerp. Ainsma EaaI4t I MüskMI Age, Sókne,WA992O2 ThLs Agreement has been executed by each Party's authorized representative on the dates set forth below. Avista Corporation BY: (2iL (Signature) Dennis Vermi i<ni. President (Printed Vame, Title) (Date Signed) Booz & Company (N.A.) Inc. BY: (Signature) Earl Simpkins, Vice President (Printed Nanie Title) 42O1l (Date Signed) Consulting ServIcesAgreement Page 4or4 REV 4120/2011 AvIsta Cntrat NO. R-M243 Staff—PR-1 59 Attachment B Page 4 of 4 Mr. Scott Morris April 23,2810 Ch4innari4 President and Chief Executive Officer Avista Corp. 1.411 E. Mission Spokane, WA 99220 Re: Performance Excellence Thank you for the opportunity to assist Avista Utilities (the Company) with its Performance Excellence program We have prepared this engagement letter to reflect the scope of our support per conversations with you and other members of your team regarding the nature of this effort. This proposal contains three sections: • Avista's Objectives • Proposed Approach • Staffing, Timing,and Fees AVISTA'S OBJECTIVES Company (N.A.) Based on our conversations and information exchanged around the need to 901 Main Sirnet demonstrate Avista is doing everything it can to contain costs and improve Suite 6500 performance, we understand the Company wishes to engage in a process to Dallas, TX 7 enhance performance across all elements of the business We understand that Trt 1214 746 65M Avista has communicated six primary foundational elements that are key Fax 1214 712 6660 cornerstones of this performance enhancement program.. www,b oaz.cnni 1.The External and Internal Environment 2.Our Approach to Performance 3.Our Commitment to Integrity 4.Our Desire to Leverage Thni8 5.Our Focus on Employee Engagement 6.Our History of innovation External and Internal Environment - Externally, the utilities industry is shifting in several ways policies, regulatory mandates, and compliance requirements are Staff—PR-1 59 Attachment A Page 1 of 77 2 of 12 all influencing customer expectations, customer behaviors, and regulatory scrutiny. Additionally, more new entrants have been exploring ways to enter the market (e.g., Google) and could potentially influence the future regulatory, competitive, and customer environment. Against this backdrop of external factors internally, the Company's capabilities must align with and adapt to the changing external environment. Finally, decisions concerning investments and the magnitude of potential capital programs in today's market environment (higher cost of debt, higher commodity prices, etc.) will continue to put pressure on rates. Approach to Performance - As a result of operating in a dynamic and changing market, it is necessary to review existing strategies, processes, operating models, organization structures and capabilities to ensure they are appropriately adapted and flexible enough to fit the current and future operating environments. This type of reinvention covers many facets of the business (employees, processes, investment decisions, goals, and strategies) Commitment to Integrity - As part of its values, the Company is committed to real and transparent communication within the enterprise and in events where transitions are required. In addition, the Company is committed to providing effective transitions for employees. Leverage Timing - Multiple factors contribute to the opportunity for the Company to take advantage of the industry situation. For example, the Company has many upcoming retirements that will cause Avista to think about filling positions differently and reinvent its business. Additionally, this situation will create an opportunity for the Company to evaluate how and why work is performed as it considers backfilling and replacing retiring employees. Employee Engagement - Avista received high scores from employees as result of a recent culture survey, however, the Company remains committed to continuous improvement and is committed to improving these results. In particular, the Company is investigating approaches to link individual and business performance in ways that are most meaningful to its employees. Additionally, the Company plans to leverage the knowledge, experience and input of front line employees as it enhances performance since they are "closest to how the work gets done!' and haveinvaluable insights. History of Innovation The Company acknowledges a historical strength in its focus on improvement and innovation. AVista plans to draw on its history of innovation to help the Company face the new challenges brought on by the external environment and move it forward through the performance enhancement program. Accordingly, the Company is thus faced with addressing a number of key questions to support this challenge: • Is our operating model responsive to our current business needs? • Are we effectively structured to execute within this operating model? • Have we identified the future challenges to our business? • What changes to our business are required to respond to these challenges? Staff—PR-1 59 Attachment A Page 2 of 77 3of 12 • Do we understand and emphasize productivity in the business? • Are our business processes efficient and effective? • How do these business processes compare to leading practices? • Is our technology architecture fully integrated and aligned? • Have we defined our workforce requirements for the future? • Are we realizing the full value of the capital being deployed in the business? • Do we capture the available value from our vendor relationships? Succinctly stated, the above questions are focused on whether Avista can further improve its performance and future positioning. These elements form, the context under which we have defined the scope of this project and our approach to executing this assignment PROPOSED APPROACH The Company wishes to conduct a comprehensive review of the overall corporate functions and utility operations to evaluate the effectiveness of current performance and identify those areas which present opportunities for future improvement. Our approach will help validate those areas in which the Company is performing well and identify those priority areas where tangible benefits are available related to the operating model core function execution support services value and the deployment of resources (e.g. capital, labor, contractors). ThEs focus of this assignment will be on identifying where and how current operations can be enhanced and particularly how future operating requirements upon the business will need to be reflected. Our approach will capitalize on the previously completed A&G Cost Assessment (2007), accelerating our ramp-up speed and reducing the total professional fees associated with our engagement. While we will leverage this prior work, certain elements will need to be updated to support the current effort. Our proposed approach is broken into two phases and incorporates several steps in each phase as presented below- Staff-PR-1 59 Attachment A Page 3 of 77 4 of 12 Project Approach Pwpoa. Estabb pedonnaCap" y and_ 1sn èed pacew *uwS and tecbnOlo IiasøiWia sad idy sad pdodiiie asWdHpSr Wow*mnis to owooft" I090JnA%1SI5 we xden and h ni5on in Raw 2 in pio.tIy business sownwft denlihed In • Estabifshmenl of basefinos • Designs for lmpnived effectiveness • Definition of perfoimanca Position • Ousnifficaflon of cçipotlunhty poienflsi • Assessment of capabilities hnplementat$on plans and sequence • idanifficatfon of hicih priority areas • Change leedersh plan -1- —] ProU Phase 1 will consist of a 10-12 week diagnostic to be performed by Ilooz & Company and supported by selected Avista resources focused on analyzing all segments of the business and prioritizing potential opportunity areas for deeper dives In phase 2. The Business Units/Processes are examples and will be more definitively identified in Phase I. Phase 1 consists of three steps as described below, Phase b Overall Assessment • Oblectives • s Ai 1silSS 77— • o_o bwWar els*si.& •••41_.l•I _____ _____ • - • r501 •SIctWd • A Idlpaturnaee DSe *m5na1Y coai.i*nslti • . ati Key •&AIMIS OW VWWQ nCde • SWIeinSIM • Deiveabla. y. aiuri si5 5 - t5 d fld - - Caussi sed nu buctwe, - co . - sdflfl en. - cup.s n.s1e*ct5an - kspi =0 aIldi qiaae - typtesErMiI$.n.g StigUyflI tarik - Pre$enódoaddate ti5iitiMkt*it vaIUeiS* --Vwme • • teóa,iuItstW.ga - ---I - -Fad. - DOWP NO - Enatàg e,. tadnobgy - cIatwna reqnitenents - Tewatdg'1uøiPv5 Cere ad eeleaSp(Cea$ees --I - - As part of this analysis, we will undertake a variety of focused analyses on the existing operations of the business. These analyses will address: the current ft Staff—PR-1 59 Attachment A Page 4 of 77 Outfineof "Btueprtnr Deøverabes • - - Key flnCtpl55I elements Key busà*Ss ptttGs - Key ps*wmance oulcomes - D.r55d pedDrmaaGe levels • Oae og Model - Ei y model * C*P5I*I prccs.sMadlen - / C.bIpvredelIon(diivefy model) - 5o1 12 operating model; the current organization design; existing process design and execution; future changes to the business; relative positioning to leading practices available within the industry; opportunities for business improvement; requirements for implementing. business changes, and; expected benefits from operational enhancement. Our approach is designed to develop an operating "blueprint" for the Company. This "blueprint" will address roles, processes standards and priorities as they relate to positioning the Company to improve current and improve future operations. The purpose of establishing this "blueprint" is to define the requirements that Avista will need to address as it seeks to improve operating performance and to position the Company for continuing performance success in the future. This -blueprint- structure Is presented below and is intended to provide a general roadmap for the Company in pursuing next stage business changes and improvement. Operating Model "Blueprint' As we baseline the organiza&n, ailess capabilities and define the future blueprint in Phase 1, we will utM= mveral workshops to engage Avista employees in the development of Phase 1 recommendations, validation of opportunities and prioritization of opportunities to pursue in Phase 2, Staff_PR_i 59 Attachment A Page 5 of 77 6 of 12 Phase 2 Design and Implementation ME • 5b C"IM Pha*o I setfcm,nte • S mk5on bmd on LeonL WOWOMind aad dWnimeron In eeptfonnncø • ktte2rtIte • De iiØvsl kIatIOn • Den i k" puT-dWOrv.,AM aw Own"$an mkMp #M w,etoan nerai Esubko rr4dwW, tD ene oe*ec s,.. oc r0a and VOGpOr#A$&s w4 • M pycowd • • 3uk $wtebors • • nef ffialiix Opsnittg Mod 4 • •DYWVIBW • • The second phase will be a 12-14 week design and implementation phase where we will work jointly with more highly staffed Avista teams to focus on detailed design solidifying the business case and identifying implementation options The primary output of the design phase will be the implementation roadmaps and detailed initiative implementation plans to position the Company to execute against the identified improvement opportunities. Our workshop approach begins to describe our collaboration model. In an effort to position Avista for long-term success, we intend to utilize a collaboration model that will effectively engage Avista employees and position them for implementation success. By involving Avista employees throughout each of the two primary project phases (assessment and design and implementation), there is less risk of inertia after the initial analyses and designs are completed and the Company moves into the implementation phase. We expect to conduct a variety of workshops for each functional area In Phase 1, culminating with a design and implementation planning workshop at the end of the first liweek& Staff—PR-1 59 Attachment A Page 6 of 77 7 of 12 Agenda WV -v1rLwTi ,I&AdMONObL. lift qW The primary purpose of the first workshop is to ensure the appropriate foundation is established for the conduct of the assignment, the role of Avista management in Phase I and 2 execution is affirmed and that management's aspirations are defined We will also discuss the merits of a potential on-line survey that could be utilized to obtain additional employee perspective. After Obtaining input around the conduct of the assignment, our work in Phase 1 will continue through the second and third workshops which are Intended to review the current state, assess survey and analyses results, validate process performance findings, discuss and validate business challenges, confirm capabilities and identify opportunities. The final workshop will review the Phase 1 blueprint, confirm operating model and organizational changes and prioritize opportunities for the Phase 2 deep dive. Each workshop is intended to engage the relevant Avista functional team and ensure they are participating in the development of the initial Phase I opportunities The workshops will also be used to help shape the direction of the effort heading into the detailed design that commences In Phase 2 of the effort. The workshops are also a forum to ensure the Company's priorities are aligned across the business and can help identify cross-functional issues that need to be addressed as part of Phase 2. Collaboration Model Our overall collaboration model is built upon a joint team approach between Boor & Company and Avista. This collaboration model leverages consultants to challenge the organization based on our previous experiences and access to best practices, while simultaneously leveraging the Avista team (where and when appropriate) who possess deep institutional knowledge and operating perspectives. When leveraged properly, this approach yields tremendous results by combining the bet of external and institutional knowledge. Our collaboration approach is illustrated below. Joint Team Approach Staff—PR-1 59 Attachment A Page 7 of 77 S of 12 Joint Town I . 8*4afl for onnaiia cl a11 atcau FmQLWtdkWUPW6R Iop*onnl Pa.lictparits m PeoflflG3 10 Eititêve lcmd WO AWdOly of tr*edxumenaIlon hata vmI d#ces ............ Qmu wduulonmegs - Based on our large transformation program experience, we suggest a project structure that provides the right level of oversight and involvement while not overburdening the organization with unnecessary meetings and bureaucracy. We strongly suggest having an Executive Steering Committee as a forum for the senior officers to engage in the performance enhancement program. We also suggest identifying a project manager for Phase 1 who can dedicate at least 2 days per week to managing the day-to-day details of the project (this time is likely to be spread out over multiple days in the week). Finally, in our experience we have worked with a responsible officer Lead for each of the focus areas described in the project structure below. This officer may identify an analysis lead The analysis lead will help with. datagathexing, data interpretation and validate preliminary results prior to the end-of-phase workshop. Proposed Protect Structure Staff—PR-1 59 Attachment A Page 8 of 77 90112 STAFFING, TIMING AND FEES The work will be under the overall direction of Mr. Thomas J. Flaherty, a Senior Partner and leader of our North American Utilities practice. He will be supported by Mr. Earl Simpkins and Mt Matk Hoffman, Principals in our Utilities practice. Additionally, 4 to staff and a number of senior and experienced subject matter experts will be utilized to support the assignment along the suggested preliminary focus areas Shown above in the proposed project structure. As shown in thehigh-level timeline below, we propose two phases for the project an initial diagnostic phase lasting approximately 1042 weeks, followed by a more detailed design phase (lasting approximately I2-14 weeks). We anticipate a early May start date and can streamline our on-boarding by sending out a data request prior to the Official start date. This timeline reflects our prior experience in the conduct of similar assignments and a quick assessment / diagnostic of operations in Phase 1. This timeline is dependent upon timely response with respect to the receipt of required data, access to necessary personnel, and decision turnaround. Staff—PR-1 59 Attachment A Page 9 of 77 10o112 Project Schedule Phase i Additional details around Phase 2 will be developed as we hone in on the specific opportunity areas to be pursued as part of the Phase 2 effort; however, we expect the high-level activities to be timed and sequenced similar to what is shown below. Preliminary High-Level Project Schedule - Phase 2 - -. I==INRIuIII. • __ T - - - - — - Staff—PR-1 59 Attachment A Page 10 of 77 It of 12 Professional fees for this effort are estimated to average approximately $250,000- $275,000 per four week period, with certain periods potentially above or below this average, depending on the stage of the project and the associated level of intensity required. These fees reflect our standard weekly fee arrangements and are based upon a 40 hour work week; however, in practice, our team typically work'; approximately 55-60 hours per week which results in an effective —40% discount to Avista. To acknowledge your desire for more certainty in our estimate, we agree that our Phase 1 fees will not exceed $775,000 in any event and, if less time input is required than this level, you will only be billed for this amount. Phase 2 fees will be determined once the scope and redesign priorities are finalized. This estimate is based on the planned schedule above which reflects and assumes timely response to our data, and access to personnel and timely decision making related to the specific needs of the engagement If delays in these items are experienced that are beyond our control, it could potentially impact our fee estimate. If they occur, we will advise you of any potential fee impacts to jointly determine the best mitigation options or solutions. Reasonable out-of-pocket expenses for travel, lodging, graphics support, etc., are billed at cost, and are expected to approximate 17- 20% percent of actual professional fees incurred at our defined fee cap, before discounts. To ensure the success of this effort and reduce the costs of execution, we request that atleast one Avista resource dedicate a substantial amount of time to supporting the team by facilitating interactions with the rest of the organization supporting data collection, and reviewing emerging findings. We understand that you are in the process of updating your internal benchmarkmg and that this will be an activity conducted by Avista in support of Boz & Company. As mentioned earlier, we recommend identifying internal resource leads (responsible officer) for each of the primary transformation teams (e.g.., transmission, customer service and marketing, corporate services, and workforce) to interface with our team periodically throughout the assessment. We also recommend that I additional internal resource be available, per team, on an as needed basis for additional support and expertise, particularly in Phase 2 of the transformation where the teams will go through the detailed design and implementation activities working closely with an Avista team. ooz & Company will devote its best professional efforts to this assignment All findings, conclusions, and recommendations, will represent our best judgment based on the information available at the time We will submit our invoice monthly for our fees and reasonable expenses incurred. Invoices are payable via electronic funds transfer to the following bank account within .30 days of receipt by the appropriate contact at the Company to: JP Morgan Chase Bank ABA: 021-000-021 Account Number. 530-955-997 Staff—PR-1 59 Attachment A Page 11 of 77 12o112 We appreciate the opportunity to assist in this important undertaking, and look forward to supporting you in this effort. Should you have any questions, please do not hesitate to call me at (214) 7466553 Sincerely, Booz & Company Thomas J. Flaherty III Senior Partner MI Avista Corp. Name Title :JIJ4VI 9 i225 Staff _PR_I 59 Attachment A Page 12 of 77 Performance Excellence Additional Scope Elements Discussion June 10, 2010 Staff—PR-1 59 Attachment A Page 13 of 77 The workshop schedule now reflects two workshops for all teams, with most dates confirmed - some open items remain ], mom • 0 6/21 180 •(uI ---------------------------------------6---— Adjustments - • _______ to workshops made to W21 -------- • accommodate accommodate desire to have • • • • • 0 2workshops • ------ each team; - timing relative • • . I • 0 to anticipated 6122 7/7 workstrearn ------------------------ timing evident i••••i 1 0 0-6/10 --6/29 - 01 0 0 - Change 8/24 718 • ------------------- - •• ---------- --RfaIness------- ---------------- -------------------------- • Survey Sent fl -i • Org DNA 0 DNA Workplace Survey T&D Activity T&D Activity Worlplace Survey Committee Survey Survey Survey Survey Cie Sent Complete 7113 Staff—PR-1 59 Attachment A Page 14 of 77 • Smaller scope • Smaller scale (resources and budget) Once segmented, the identified potential additional analysis areas can be addressed during Phase I • Strategic importance • Focused analysis and interviews • Integrate with Operations and Supply Chain hypotheses • Quick analysis on footprint and potential consolidation options • Risk considerations • Analysis and interviews to support business objectives • Covered in Energy Resources analysis Staff_PR_i 59 Attachment A Page 15 of 77 The assessment can be done quickly by focusing on a few critical activities to assess opportunities and identify impacts Area Activity Conduct direct report interviews Review department business priorities Review department performance metrics Identify key risks Identify process gaps Identify potential opportunities Review facilities data Request additional data (if needed) Conduct facilities analysis (locations) Review facilities analysis with stakeholders Modify analysis (if needed) Quantify opportunity Review financial impacts with stakeholders Staff—PR-1 59 Attachment A Page 16 of 77 Workshop extensions and new scope areas will have small incremental project budget impact Team Description Fee Impact . ,, • 2 workshop not scheduled $11-13k JLtihL... • I week impact Finance & • 2nd workshop 7/7 I' $11-13k (s.1IIiH1ie • 2 /2 week impact Hum an 2 workshop 6/29 $5-6k Resources • 2 week impact Information • 2nd workshop 7/8 $11-1 3k Technology • 2 1,4week impact Rates, Facilities • New scope elements $27-30k _ • Cursory analysis to be completed $65-751k Staff _PR_i 59 Attachment A Page 17 of 77 Mr. Scott Morris Chairman, President and Chief Executive Officer Avista Corp. 1411 E. Mission Spokane, WA 99220 August 10, 2010 Re: Performance Excellence Phase 2 Dear Scott Thank you for the opportunity to continue to assist Avista Utilities (the Company) with Phase 2 of its Performance Excellence Initiative. We have prepared this engagement letter to reflect the scope of our support per conversations with you and other members of your team regarding the nature of this effort. This proposal contains three sections: • Avista's Objectives • Proposed Approach • Staffing, Timing, and Fees AVISTA'S OBJECTIVES Booz & Company (N.A.) Inc. Based on our conversations and information exchanged after the Phase 1 report- 901 Main StreetSuite out, we understand Avista's Phase 2 objectives to center around a few discrete 6500Dallas, DC 75202 areas of support. We understand the Company's objectives for Booz & Company Tel 1214 746 6500 in Phase 2 are to assist Avista Phase 2 teams with the design and implementation Fax 1214 712 6660 of a discrete set of opportunities identified in Phase 1 www.booz.com 1.Asset Management 2.Work and Resource Management 3.Supply Chain 4.Enterprise Technology Business Alignment Additional Phase 2 elements to be contemplated for 2011 will be covered in a separate letter after Phase 2a is completed in 2010. These would include Integrated Planning, Capital Management and Performance Management and the Phase 2a letter would similarly define the scope, approach and liming of execution. Staff—PR-1 59 Attachment A Page 18 of 77 2 of 8 The plans for these scope elements are included in Attachment A to this letter. Each plan contains a high-level approach and workplan as well as specific activities and objectives required to support the execution of the workstream in Phase 2. PROPOSED APPROACH Following the comprehensive review performed in Phase 1, the Company wishes to proceed into the detailed design and implementation phase of the effort. Our focus in this phase will be to pursue the opportunity in the identified areas, design the relevant operating model for performance, develop detailed designs for new processes and enhancements to existing processes, and develop the implementation roadmap required to successfully execute against the opportunity starting in 2010 and 2011. The focus of this phase of the assignment will be on identifying the specific details to implement and understanding how current operations can be enhanced, particularly how future operating requirements upon the business will need to be reflected. Our proposed approach is a continuation of our two-phase approach described in the previous letter regarding Phase 1. It is broken into two phases and incorporates several steps in each phase as presented below: Project Approach Purpose Establish performance, capability and operational Design required process, structure and technology baseline and identify and prioritize areas for deeper Improvements to competitively position Avista dive for design and implementation in Phase 2 in priority business segments identified in Phase I Key Outcomes Scope Elements Business Units! Processes • Establishment of baselines • Definition of performance position • Assessment of capabilities • Identification of high priority areas • Designs for improved effectiveness • Quantification of opportunity potential • Implementation plans and sequence • Change leadership plan Ooeratina Model Governance j Organization ) Caprbiitles ] Workplace I Technology Enemy Supply and Fuels Planning and Performance Transmission & Distribution Asset Management and Sourcing Customer Service and Marketing Stakeholder Management Operating Functions uuppon 1-uncrions Phase 2 will consist of a number of steps that seek to prepare Avista for implementation of the initiatives, primarily focused on strategic alignment, detailed design and implementation planning. Staff—PR-1 59 Attachment A Page 19 of 77 3 of 8 Phase 2: Key Activities - Design and Implementation Phase 2 Detailed Approach • Implementation program design and management Detail and Align the Organization with the Business and • implementation GovernanceModel priorities and — Decision Rights Implementation - Organization and Interfaces resource - Leadership Leadership Alignment Assess management Perforr • Develop or Refine Market and Operating Strategies, as requked • Performance Caiaabilities_A• Conduct Selective Root Cause Analytics, e.g., tracking - Transaction Analysis Change - Demand DnverAnalyas managementand Develop Detailed Process Profiles and Performance Baselines communications • Define Detailed Process, Technical and Organizational Requirements • Develop Supporting Materiel and Targeted Performance Outcomes Th.i...r nee IEnable iimgiju Definition and ID esign _ As part of the design phase, we will evaluate the details of the organizational governance and operating model changes required to successfully implement opportunities identified during Phase 1. We will also help the teams conduct more detailed analysis (where necessary) to adequately design new processes during Phase 2. Finally, we will advise the teams so they can develop an implementation roadmap that provides adequate detail from which Avista team members can further pursue performance enhancement in Phase 3. We expect to conduct the second phase between August and October, 2010. We also anticipate continuing our joint working team arrangement that was used during Phase 1. We anticipate having more dedicated Avista resources during Phase 2 to focus on the detailed design and to help us manage our scope of work and associated professional fees. Avista team members will have primary responsibility for developing Phase 2 deliverables, with preparation support from Booz & Company. We will, of course, outline the expected contents for the specific deliverables and provide the necessary templates for discussion scope, presentation format, information capture, etc. As any individual team requires additional assistance with deliverable preparation we will, of course, support them as required. The primary output of the design phase will be the implementation roadmaps and detailed initiative implementation plans to position the Company to execute against the identified improvement opportunities in 2010 and 2011. In addition, specific areas of value capture will be pursued during Phase 2, with the intent to affirm and begin to realize this value in selected areas, particularly supply chain and enterprise technology. Staff_PR_i 59 Attachment A Page 20 of 77 4 of 8 Phase 2- Approach Details Phase 2— Preliminary Program Approach July Atigust September i October A A Steering A A Steering Committee • Teem Workshops Committee Workshop Team htmrkshops I Workshop #6 _________________ (#3) (#4) • -Integrate commitments to :strategic ens • Establish mechanism to ensure benefits altalnm at p,ias. 2 Deliverables • ModIfy operating odet • Integrated process II • Developclarttya undroles model design and responsibilih s Operatingmodeldeslps • Desigegoverna rmodels • Integrated FilSOl DesIgn Implementation plan • Revisions Organization _________ ___________ architecture with • Fncusedana lcsand • Final edeslgnofiltfor staffing allocation and process asse smenls purr se processes benefds targets • Preliminary" process/ • Fine eprocess Businesscose operating dc gna taco mendatiorm Performance • Issuesdiscus ion/resolution • Fins man eperfonnaume gement model managementmoctsl Develop detailed in plans for each initial High level roadmap Workshops We will utilize the same workshop approach we used in Phase 1 to inform Avista employees and management of the Performance Excellence Initiative's progress. Given the nature of this Phase of the project, we expect dialogs to happen much more frequently between the Phase 2 teams and the responsible officers. As a result, we anticipate having workshops during Phase 2 to help integrate content, and provide feedback, guidance, and direction for the implementation teams. The primary purpose of the workshops in Phase 2 is to ensure the appropriate progress is being made by each of the teams and, following that workshop, to allow the Steering Committee to review the interim analysis and output. Workshops will also be used to provide adequate guidance around the specific implementation actions and allow for the Steering Committee to provide any additional input. Collaboration Model Our Phase 2 collaboration model is built upon the same foundation as our Phase 1 model, with the understanding that more Avista employees will beparticipating in Phase 2. This collaboration model leverages our consultants to challenge the organization based on our previous experiences and access to best practices, while simultaneously leveraging the Avista -team who possess deep institutional knowledge and operating perspectives. When executed properly, this approach yields combines the best of external and institutional knowledge. Our collaboration approach is illustrated below. Staff—PR-1 59 Attachment A Page 21 of 77 5 of 8 Joint Team Approach Joint Team I Support for information collection and access • Frequent client updates to personnel • Structured and inclusive :.. • Availability of required personnel for Participants project methodology . ii interviews • Extensive formal and • Availability of required documentation from informal interfaces the business • Open information sharing • Consideration of milestone meetings • Review and buy-in concurrent with development process Process P r-------------------------------------------- egrid iiveru IiIWork -Produc- •.ii.irnuiitTiuiEl-1 j I Product Over 300 opportunities were identified in Phase 1, of which more than 250 were categorized into Tier 1, Tier 2, or Tier 3. Based on our prior transformation experiences, to effectively manage the program and not lose momentum, we strongly suggest an enhanced project management structure to that used during Phase 1. A larger, more robust, project office is required over the next 12-24 months to track the hundreds of initiatives identified during Phase 1. This enhanced project structure will provide comprehensive oversight and involvement, while not overburdening the organization with unnecessary meetings or controls. As in Phase 1, we suggest retaining the frequent Executive Steering Committee meetings as a forum for the senior officers to engage in the Performance Excellence Initiative. In addition to a project manager who can dedicate the time required to manage the day-to-day details of theproject, we believe it is necessary to involve additional resources who can help with project administration, opportunity/initiative tracking, change management, communications, project integration and developing the process to institutionalize performance excellence within Avista's culture over the long-term. (This could require 3-5 additional resources as shown in the project structure below). Staff—PR-1 59 Attachment A Page 22 of 77 Proposed Project Structure Project Structure 6 of 8 Project Leads Wodstream I Wo,tatream Leads STAFFING, TIMING AND FEES The work will be under the overall direction of Mr. Thomas J. Flaherty, a Senior Partner and leader of our North American Utilities practice. He will be supported by Mr. Earl Simpkins, a Principal in our Utilities practice. Additionally, a number of staff and senior and experienced subject matter experts will be utilized to support the assignment for the suggested preliminary focus areas shown above in the proposed project structure. As shown in the high-level timeline below, we propose that Phase 2 last approximately 8-11 weeks (depending on the workstream). We anticipate an August start date (8/16), and a Phase 2 conclusion by the end of October, with the exception of Supply Chain which may end the first week of November. Anticipated end dates are shown below: • Energy Delivery: October 8th • Enterprise Technology: October 29th • Supply Chain: October 29th This timeline reflects the need to fit the Phase 2 activities within the fee cap described later in this section and is dependent upon a greater level of Avista participation on the Phase 2 teams, timely response with respect to the receipt of required data, access to necessary personnel and quick decision turnarounds. Staff—PR-1 59 Attachment A Page 23 of 77 7 of 8 High-Level Phase 2 Project Schedule Proposed Timeline Professional fees for this effort are estimated to be approximately $1.6 million. These fees reflect our standard weekly fee arrangements and are based upon a 40 hour work week; however, in practice, our team typically works approximately 55 -60 hours per week which results in an effective —40% discount to Avista. Professional fees will be capped at a total of $1.6 million over the period through October. Additional services required beyond October will be covered in a separate letter. This estimate is based on the planned schedule above which reflects and assumes greater participation on Phase 2 teams by Avista resources, timely response to our data, and access to personnel and timely decision making related to the specific needs of the engagement. If changes to these assumptions or other delays are experienced, it could potentially impact our fee estimate. If they occur, we will advise you of any potential fee impacts to jointly determine the best mitigation options / solutions. Out-of-pocket expenses for travel, lodging, graphics support, and computer charges, etc., are billed at cost, and are expected to be approximately 17- 20% percent of actual professional fees before discounts. Booz & Company will devote its best professional efforts to this assignment. All findings, conclusions, and recommendations will represent our best judgment based on the information available at the time. Staff—PR-1 59 Attachment A Page 24 of 77 8 of 8 We will submit our invoice monthly for our fees and for expenses incurred. Invoices are payable via electronic funds transfer to the following bank account within 15 days of receipt by the appropriate contact at the Company to: JP Morgan Chase Bank ABA: 021-000-021 Account Number: 530-955-997 We appreciate the opportunity to assist in this important undertaking, and look forward to supporting you in this effort. Should you have any questions, please do not hesitate to call me at (214) 746-6553. Sincerely, 7: 4 Booz&C2: pany Thomas J. Flaherty III Senior Vice President ACCEPTED AND AGREED TO: Avista Corp. Name: Title: Staff—PR-1 59 Attachment A Page 25 of 77 Mr. Scott Morris August 10, 2010 Chairman. President and Chief Executive Officer Avista Corp. 1411 E. Mission Spokane, WA 99220 Re: Performance Excellence Phase 2 Dear Scott- Thank you for the opportunity to continue to assist Avista Utilities (the Company) with Phase 2 of its Performance Excellence Initiative. We have prepared this engagement letter to reflect the scope of out support per conversations with you and other members of your team regarding the nature of this effort. This proposal contains three sections. • Avistas Objectives • Proposed Approach • Staffing, Timing, and Fees AVISTA'S OBJECTIVES Dom & cny (N.A) th Based on our conversations and information exchanged after the Phase I report 'tn Wn StreetSulie out, we understand Avista's Phase 2 objectives to center around a few discrete 011Oalt,TX 75202 areas of support We understand the Company's objectives for Booz & Company T4 I 214 746 6(IO in Phase 2 are to assist Avista Phase 2 teams with the design and implementation Fax 11147126460 of a discrete set of opportunities Identified in Phase TI TI. Asset Management 2.Work and Resource Management 3.Supply Chain 4.Enterprise Technology Business Alignment Additional Phase 2 elements to be contemplated for 2011 will be covered in a separate letter after Phase 2a is completed in 2010. These would include Integrated Planning, Capital Management and Performance Management and the Phase 2a letter would similarly define the scope, approach and timing of execution. Staff—PR-1 59 Attachment A Page 26 of 77 2018 The plans for these scope elements are included in Attachment A to this kiter. Each plan contains a high-level approach and workplan as well as specific activities and -objectives required to support the execution of the workstream in Phase 2. PROPOSED APPROACH Following the comprehensive review performed in Phase 1, the Company wishes to proceed into the detailed design and implementation phase of the effort. Our focus in this phase will be to pursue the opportunity in the identified areas, design the relevant operating model for performance develop detailed designs for new processes and enhancements to existing processes, and develop the implementation roadmap required to successfully execute against the opportunity starting in2OlOand 2011. The focus of this phase of the assignment will be on identifying the specific details to implement and understanding how current operations can be enhanced, particularly hew future operating requirements upon the business will need to be reflected. Our proposed approach is a continuation of our two-phase approach described in the previous letter regarding Phase 1. It is broken into two phases and incorporates several steps in each phase as presented below Pp IW L p -: Phase 2 will consist of a number of steps that seek to prepare Avista for implementation of the initiatives, primarily focused on strategic alignment, detailed design and implementation planning- Staff-PR-1 59 Attachment A Page 27 of 77 3 of 8 Phase 2: Key Activities - Design and Implementation PI.ss 2 OsteiId Approach n1 O*Hka W5a • I - O* OOP&T1 *ad Ok Ot5 *i As part of the design phase, we will evaluate the details of the organizational governance and operating model changes required to successfully implement oppitiesidentified during Phase 1. We will also help the teams conduct more detailed analysis (where necessary) to adequately design new processes during Phase 2. Finally, we will advise the teams so they can develop an implementation roadmap that provides adequate detail from which Avista team members can further pursue performance enhancement in Phase 3. We expect to conduct the second phase between August and October, 201.0. We also anticipate continuing our joint working team arrangertent that was used during Phase I We anticipate having more dedicated Avista resources during Phase 2 to focus on the detailed design and to help us manage our scope of work and associated professional fees. Avista team members will have primary responsibility for developing Phase 2 deliverables, with preparation support from Bone & Company. We will of course, outline the expected contents for the specific deliverables and provide the necessary templates for discussion scope, presentation format, information capture, etc As any individual team requires additional assistance with deliverable preparation we will, of course, support them as required. The primary output of the design phase Will be the implementation readmaps and detailed initiative implementation plans to position the Company to execute against the identified improvement opportunities in 2010 and 2011. In addition, specific areas of value capture will be pursued during Phase 2, with the intent to affirm and begin to realize•this value in selected areas, particularly supply chain and enterprise technology. Staff—PR-1 59 Attachment A Page 28 of 77 4 of Phase 2- Approach Details A A. A.L, T wà* -p-v. M31 ift) - ,1_, 4WP ! Workshops We will utilize the some workshop approach we used in Phase Ito inform Avista employees and management of the Performance Excellence Initiative's progress. Given the nature of this Phase of the project, we expect dialogs to happen much more frequently between the Phase 2 teams and the responsible officers. As a result, we anticipate having workshops during Phase 2 to help integrate content, and provide feedback, guidance, and direction for the implementation teams. The primary purpose of the workshops in Phase 2 is to ensure the appropriate progress is being made by each of the teams and, following that workshop, to allow the Steering Committee to review the interim analysis and output. Workshops will also be used to provide adequate guidance around the specific implementation actions and allow for the Steering Committee to provide any additional input Collaboration Model Our Phase 2 collaboration model is built upon the same foundation as our Phase I model, with the understanding that more Avista employees will be participating in Phase 2. This collaboration model leverages our consultants to challenge the organization based on our previous experiences and access to best practices, while simultaneously leveraging the Avista team who possess deep institutional knowledge and operating perspectives. When executed properly, this approach yields combines the best of external and institutional knowledge. Our collaboration approach is illustrated below. Staff—PR-1 59 Attachment A Page 29 of 77 5 of 8 Joint Team Approach np I F p - Over 300 opportunities were identified in Phase 1, of which more than 250 were categorized into Tier 1, Tier 2. or Tier 3 Based on our prior transformation experiences, to effectively manage the program and not lose momentum, we strongly suggest an enhanced project management structure to that used during Phase 1. A larger, more robust, project office is required over the next 12-24 months to track the hundreds of initiatives identified during Phase 1. This enhanced project structure will provide comprehensive oversight and involvement, while not overburdening the organization with unnecessary meetings or controls. As in Phase 1, we suggest retaining the frequent Executive Steering Committee meetings as a forum for the senior officers to engage In the Performance Excellence Initiative, In addition to project manager who can dedicate the time required to manage the day-to-day details of the project we believe its necessary to involve additional resources who can help with project administration, opportunity/initiative tracking, change management, communications, project integration and developing the process to institutionalize performance excellence within Avisla's culture over the long-term. (This could require 3-5 additional resources as shown in the project structure below). Staff—PR-1 59 Attachment A Page 30 of 77 Proposed Project Structure 6ofS STAFFING, TIMING AND FEES The work Will be under the overall direction of Mr. Thomas J. Flaherty, a Senior Partner and leader of our North American Utilities practice He will be supported by Mr. Earl Simpkins, a Principal in our Utilities practice. Additionally, a number of staff and senior and experienced subject matter experts will be utilized to support the assignment for the suggested preliminary focus areas shown above in the proposed project structure. As shown in the high-level timeline below, we propose that Phase 2 last approximately 841 weeks (depending on the workstream). We anticipate an August start date (8/16), and a Phase 2 conclusion by the end of October, with the exception of Supply Chain which may end the first week of November. Anticipated end dates are shown below: • Energy Delivery: October 8th • Enterprise Technology: October 29th • Supply Chain: October 29th This timeline reflects the need to fit the Phase 2 activities within the lee cap described later in this section and is dependent upon a greater level of Avista participation on the Phase 2 teams, timely response with respect to the receipt of required data, access to necessary personnel and quick decision turnarounds. Staff—PR-1 59 Attachment A Page 31 of 77 7of8 High-Level Phase 2 Project Schedule Professional lees for this effort are estimated to be approximately $1.6 million. These fees reflect our standard weekly fee arrangements and are based upon a 40 hour work week, however, in practice, our team typically works approximately 55 60 hours per week which results in an effective —40% discount to Avista Professional fees will be capped at a total of $16 million over the period through October. Additional services required beyond October will be covered in a separate letter. This estimate is based on the planned schedule above which reflects and assumes greater participation on Phase 2 teams by Mists resources, timely response to our data, and access to personnel and timely decision making related to the specific needs of the engagement. If changes to these assumptions or other delays are experienced, it could potentially impact our fee estimate. if they occur, we will advise you of any potential fee impacts to jointly determine the best mitigation options I solutions. Out-of-pocket expenses for travel lodging, graphics support, and computer charges, etc are billed at cost, and are expected to be approximately 17 20% percent of actual professional fees before discounts. Boos & Company will devote its best professional efforts to this assignment. All findings, coxclusIOns,and recommendations will represent our best judgment based on the information available at the time. Staff—PR-1 59 Attachment A Page 32 of 77 Sofa We will submit our invoice monthly for our fees and for expenses incurred. Invoices are payable via electronic funds transfer to the following bank account within 15 days of receipt by the appropriate contact at the Company to: JP Morgan Chase Bank ABA: 021-000-021 Account Number: 530-955-997 * ** ** * * We appreciate the opportunity to assist in this important undertaking, and look forward to supporting you in this effort. Should you have any questions, please do not hesitate to call meat (214) 746-6553. Sincerely, f3ooz & Cpany Thomas J. Flaherty ill Senior Vice President ACCFFft1) AND AGREED M. Avista Corp. NameJ '.?T Tffle;Ljjf41àLij]4 C /i Staff _PR_i 59 Attachment A Page 33 of 77 Performance Excellence Phase 2 Commercial Discussion July 26, 2010 Staff_PR_I 59 Attachment A Page 34 of 77 Today's discussion focuses on further defining the nature and level of the commercial arrangements for Phase 2 • Define the workstream objectives underlying Phase 2 • Describe the benefits attainment timing from Phase 2 • Discuss a proposed staffing and commercial model for Phase 2 • Determine how to finalize the commercial arrangements Staff_PR_i 59 Attachment A Page 35 of 77 The objective is to rapidly capture available business benefits from the workstreams to build credibility and momentum Key Phase II Objectives Principal Focus • Position the business to successfully execute on the strategy and its implications • Leverage organizational configuration to enhance process execution and benefits attainment • Elevate the effectiveness of process design and execution within the business Improve the Performance Implement an enhanced performance management model that integrates enterprise objectives --a Set a tone within the business for attainment of Monetize the Opportunities W tangible outcomes Position the business to capture sustainable benefits I in 2010 and beyond I Accelerate_______________ I a Focus on targeted areas for rapid realization of I available benefits I I I Self-Fund _the __Effort _______ a Identify sufficient benefits to support 2011-2012 I opportunity pursuit and avoid earnings erosion L --------------------------------------------------------------------------I Staff-PR-1 59 Attachment A Page 36 of 77 Phase 2 will thus focus on delivering select, measurable benefits and reaching equilibrium within 12-18 months U. 1 PEP Benefits Framework •Integrated Planning - Sustainable Process Asset Management Integrated Planning —: Supply Chain - Capital Allocation *Wave 2 Work an1 I Resource Managemnt . ------------- - Supply Chain - Wave •: Performance Enterprise - Management Technology Near Term Intermediate Term Longer Term <5 Months (2010) 6-12 Months >12 Months Equilibrium Outcome Relative Size of Opportunity • Benefits include both: - Long-term capability building - Tangible performance outcome improvement • Strategic initiatives will enhance / support Avista's near-term strategy and ramp-up to steady state business benefits in the second half of 2010 Operating excellence initiatives are intended to yield benefits in two waves - Initial benefits in 2010 that serve to fund capability building efforts - Parallel capability building, e.g., strategic sourcing to drive second wave performance improvement during 2011 Staff_PR_i 59 Attachment A Page 37 of 77 The Phase 2 workstreams focus on creating distinct and sustainable business improvement Business Benefits Discussion rni • Strategy benefits will accrue from the sharpening of existing plans and the Integrated Planning and development of new, focused plans Capital Allocation for top-line growth Performance Management I a Process benefits will inure from the redesign of existing activities and Work and Resource interfaces and the adoption of an enhanced performance focus Management - Asset Management a Performance benefits will be realized from improved execution and incorporation of invigorated Supply Chain measurement priorities Enterprise Technology _"] ---------------------------------- a The range of benefits will include direct, near-term cash impacts and extended operational enhancements across the workstreams Benefits Focus Primary ] Secondary Staff—PR-1 59 Attachment A Page 38 of 77 Workstream analyses will be jointly delivered through a tightly aligned Avista and Booz & Company Approximate Resource Mx Role Focus Program Team Composition Avista Booz & Company • Interface with the business • Provide content insight and leadership Program Executives 1.0 1.0 • Maintain program focus on objectives and outcomes • Manage day-to-day execution 1.0 0.25 Project Managers a Resolve program issues • Coordinate support requirements • Plan and execute the work Integrated Planning and 7-12 2-3 a Interface with business leaders Capital Allocation a Develop design models Performance Management 8-9 1-2 • Redesign processes a Reconfigure interfaces and hand-offs W6rk and Resource 47 • Develop business cases Management 2-3 • Attain benefits Asset Management 5-8 • Define implementation plans 7-15 3-4 7-15 2-3 Staff—PR-1 59 Attachment A Page 39 of 77 The Booz & Company senior leadership team for the identified work streams will split workstream responsibility Booz & Company Senior Resources (Primary Alignment) Role I Work Stream Flaherty McKenna Dawson Simpkins Hoffman Corrigan Program Leadership I I F [ 1 1 1 Integrated Planning and Capital Allocation OWN Asset Management Supply Chain vnzlI. Primary Secondary Staff—PR-1 59 Attachment A Page 40 of 77 Preliminary commercial arrangements reflect execution complexity and anticipated benefits levels Steady-State Phase 2 Staffing Preliminary Benefits Booz & Fees General Parameters Level Avista Company Integrated $.5 $350- Planning and 7-12 2-3 Capital Allocation .8M 400K •Vi$:iJliITh1I NA 6-9 1-2 $200- _________ 250K 4-7 1.4- 2-3 $400- 1.7M $500K 5-8 16.4- $800K- 23.2M 7-15 3-4 $1.OM 4.3- 7-15 $300- 2-3 7.6M $400K Staff-PR-1 59 Attachment A Page 41 of 77 Defined Sources "Kings Tax Expected Benefits Deferred Billing Scope Limitation vill At-Risk DRAFT Discussion Document :ItSTA 8 Commiercial Araigernents Discussion. Performance Excellence Phase 2 Commercial Discussion - Revised August 3, 2010 Staff—PR-1 59 Attachment A Page 43 of 77 Today's discussion focuses on further defining the nature and level of the commercial arrangements for Phase 2 • Define the workstream objectives underlying Phase 2 • Describe the benefits attainment timing from Phase 2 • Discuss a proposed staffing and commercial model for Phase 2 • Determine how to finalize the commercial arrangements Staff _PR_I 59 Attachment A Page 44 of 77 The objective is to rapidly capture available business benefits from the workstreams to build credibility and momentum Key Phase II Objectives Principal Focus Position the business to successfully execute on the Enable the Strategy strategy and its implications • Leverage organizational configuration to enhance Align Business *____________ process execution and benefits attainment ±ITIT:Tiari • Elevate the effectiveness of process design and execution within the business mprove the Performance E • Implement an enhanced performance management model that integrates enterprise objectives -. -Setatonewfthinthebunessforattainrnentof Monetize tangible outcomes Position the business to capture sustainable benefits in 2010 and beyond Accelerate the Benefits • Focus on targeted areas for rapid realization of available benefits Self-Fund __ Effort _______ • Identify sufficient benefits to support 2011-2012 opportunity pursuit and avoid earnings erosion I --------------------------------------------------------------------- Staff_PR_i 59 Attachment A Page 45 of 77 Phase 2 will thus focus on delivering select, measurable benefits and reaching equilibrium within 12-18 months CL 0 U. I PEP Benefits Framework • Integrated Planning - Sustainable Procss Asset . Management Integrated Planning Supply Chain - Capital Allocation Wave 2 Work an' Resource Managemnt Supply Chain — St Wave l Performance Enterprise Management Technology I I Near Term Intermediate Term Longer Term <5 Months (2010) 6-12 Months >12 Months Equilibrium Outcome Relative Size of Opportunity • Benefits include both: - Long-term capability building - Tangible performance outcome improvement • Strategic initiatives will enhance I support Avista's near-term strategy and ramp-up to steady state business benefits in the second half of 2010 • Operating excellence initiatives are intended to yield benefits in two waves - Initial benefits in 2010 that serve to fund capability building efforts - Parallel capability building, e.g., strategic sourcing to drive second wave performance improvement during 2011 Staff _PR_i 59 Attachment A Page 46 of 77 The Phase 2 workstreams focus on creating distinct and sustainable business improvement Business Benefits Discussion Integrated Planning and Capital Allocation Performance Management Work and Resource Management Asset Management Supply Chain Enterprise Technology Strategy benefits will accrue from the sharpening of existing plans and the development of new, focused plans for top-line growth • Process benefits will inure from the redesign of existing activities and interfaces and the adoption of an enhanced performance focus • Performance benefits will be realized from improved execution and incorporation of invigorated measurement priorities • The range of benefits will include direct, near-term cash impacts and extended operational enhancements across the workstreams I Benefits =primary Irn Secondary Focus Staff .PR_1 59 Attachment A Page 47 of 77 Workstream analyses will be jointly delivered through a tightly aligned Avista and Booz & Company Approximate Resource Mix Role Focus Program Team Composition Avista Booz & Company • Interface with the business • Provide content insight and leadership Program Executives 1.0 1.0 • Maintain program focus on objectives and outcomes • Manage day-to-day execution • Resolve program issues Project Managers 1.0 0.25 • Coordinate support requirements • Plan and execute the work Integrated Planning and • Interface with business leaders 7-12 2-3 • Develop design models Performance Management • 69 1-2 Redesign processes • Reconfigure interfaces and hand-offs Work and Resource • Develop business cases Management 4-7 • Attain benefits i 2-3 Asset Management • Define implementation plans 5-8 Supply Chain 7-15 3-4 Enterprise Technology 7-15 2-3 Staff_PR_i 59 Attachment A Page 48 of 77 The Booz & Company senior leadership team for the identified work streams will split workstream responsibility Booz & Company Senior Resources (Primary Alignment) Role I Work Stream Flaherty McKenna Dawson Simpkins Hoffman Corrigan Program Leadership 0 0 I I I T I Integrated Planning and Cacital Allocation I V01000. Asset Management I i Supply Chain L; a OFZZ Primary L. Secondary Staff—PR-1 59 Attachment A Page 49 of 77 Preliminary commercial arrangements reflect execution complexity and anticipated benefits levels Steady-State Phase 2 Staffing Preliminary Benefits Booz & Fees (1) General Parameters Level Avista Company - $54K Integrated andPlanning $.5- 7-12 2-3 and then Capital Allocation .8M 2011 Performance NA 6-9 1-2 2011 :1: 2-3 $414K 16.4- 23.2M 7-15 4.3- 7-15 7.6M (1) does not Include 42181< for project management Staff—PR-1 59 Attachment A Page 50 of 77 3-4 $752K 2-3 $346K 7 A number of alternatives exist to establish the Phase 2 commercial arrangement beyond direct funding Available Mechanisms Mr. Scott Morris Chairman, President and Chief Executive Officer Avista Corp. 1411 F. Mission Spokane, WA 99220 February 7,2011 Re: Performance Excellence Phase 2h Dear Scott Thank you for the opportunity to continue to assist Avista Utilities (the Company) with the next phase (Phase 2b) of its Performance Excellence Initiative. We have prepared this engagement letter to reflect the scope of our support per conversations with you and other members of your team regarding the nature of this effort over the last several months. This letter contains three sections: • Avista's Objectives • Proposed Approach • Staffing, Timing, and Fees AVISTA'S OBJECTIVES Booz .5 C ipmy (NA) Inc. Based on our conversations and information exchanged after the Phase 2 report sm mainStreel out ,we understand Avista's next phase of work around Performance Excellence Suitt 65(r) center around a few discrete areas of support We understand the Company's l)afl,s 1X 75202 objective is to obtain support in Phase 2 to assist Avista teams with the design and TO 12347466.900 implementation of a discrete set of opportunities identified in Phase I but Fax 1214 712 6W deferred until 2011fór various reasons, as well as continuing support for Supply WWW.b(W.COn' Chain and providing "flash" support for Change Management. The specific scope areas for Phase 2b are as follows: 1.Integrated Pliuming 2.Performance Management 3.Supply Chain 4.Change Management Staff—PR-1 59 Attachment A Page 52 of 77 245 The plans for these scope elements have been discussed in various discussion documents, to date, Including, but not limited to the discussion with you and Dennis on December 21. 2010, and the related follow-up discussions extending the scope of services over a longu period of time Specific proposed wôrkplans are shown in Attachment A of this letter. Given the limited Booz resources deployed against Phase 2b, Avista team members will have primary responsibility for developing Phase 2b deliverables, with preparation support and guidance provided by l3ooz & Company. We will, of course, outline the expected contents for the specific deliverables and provide the necessary templates for discussion scope, presentation format, information capture, etc. PROPOSED APPROACH Following the comprehensive review performed in Phase 1., the Company wishes to proceed into the detailed design and implementation phase of the effort Our approach will develop detailed designs for new processes and enhancements to existing processes, and develop the implementation roadmap required to successfully execute against the opportunity starting in 2011 and 2012 (as required). Our proposed approach is a continuation of our two-phase approached described in the previous letter regarding Phase 1. Pháse2b activities will be focused on similar activities as shown in Phase 2 of the overall project approach below. Pe Key Outeamee eiem5nt* amimlss p,ucesae. Design required pro. *ctureileobnoloy baseline and fdenWy and ptiorfitae class tot deeper lmpçovemenie to con.Iy po*pri AuletS dot for design am lnIensntation In Phase I in prionly la ass segmtas Identilted In Phase I • Establishment of baselines Definition of performance position • Assessment of capabilities • Identification of high pdoilty areas - • Designs for Improved effeetiveness Quantification of opportunity potential • imptementabon plans and sequence Change leadership plan -- - TTEEIT:iH"_I I __ En 5"lifl!y?fl4 Fusts T anipnance______ - m Aim iS,ethbubon AssetMpfjem5Daml8amOn5_ * 1 WW Stekehstder Manasene't 3 Phase 2 will consist of a number of steps that seek to prepare Avista for implementation, primarily focused on strategic alignment, detailed design and implementation planning. Estab1lehpórrnsh*:cbltft end.operEiat We expect to complete Phase 2b within 26 weeks of the start date (which is expected to be mid-February 2011), providing support through: August, 2011 Staff—PR-1 59 Attachment A Page 53 of 77 3 of 5 depending on the start dates. To date, Supply Chain started mid-February, with Integrated Planning and Performance Management to start at the end of February / beginning of March. The integrated Planning and Performance Management workstreams are anticipated to last approximately 1048 weeks. We also anticipate continuing our joint working team arrangement from Phase i, engaging with the Avista team and stakeholders throughout Phase 2b. In order to extend the period of time Boor resources will support Phase 2b activities, we have ramped down our level of support (in FTEs) and etended the timing of our support for each of the worlstreams to better accommodate Avista s objectives. We intrcipatt. having dedicated Avita team resources during Phase 2b to focus on the detailed design and help its manage the scope of work and associated professional fees given the reduced number of Fills and fixed fee arrangement (to be described below). Avista team members will have primary responsibility for developing Phase 2b deliverables, with preparation support from Benz & Company. We will, of course, outline the expected contents for the specific deliverables and provide the necessary templates for discussion scope, presentation Format, information capture, etc. The primary output Of the design phase will be the implementation road maps and detailed Initiative implementation plans to position the Company to execute against the identified improvement opportunities in 2011 and 2012. Workshops As needed, we will utilize; the same workshop approach we used in Phase I and Phase 2 to inform Avista employees and management of the Initiatives progress. Given the nature of this Phase of the project, we expect dialogs to happen much more frequently between the Phase 2b teams, the responsible officers, and other affected stakeholders. As a result, we anticipate working closely with various stakeholders during Phase 2b (including workshops) to help integrate content, and provide feedback, guidance, and direction for the implementation teams. The primary purpose of the workshops in Phase 2b are designed to ensure the appropriate progress is being made by each of the teams and, following that workshop allow the Steering Committee to review the interim analysis: and output prior to detailed design and implementation Workshops will also be used to provide adequate guidance around the specific implementation actions and allow for the Steering Committee to provide any additional input. Collaboration Model Our collaboration model is built upon the same foundation of our Phase 1 and Phase 2 model, with the understanding that more Avista employees will be participating in Phase 2b. This collaboration model leverages consultants to challenge the organization based on our previous experiences, allow the Avista team access to best practices through those experiences, while simultaneously leveraging the Avista team (who possess deep Institutional knowledge and operating perspectives) When leveraged properly, this approach yields Staff—PR-1 59 Attachment A Page 54 of 77 4 01 .) tremendous results by combining the best of external and internal / institutional knowledge. Our collaboration approach is illustrated below. Joint Team Approach Joint Team - I. - • Suppon to tnlormationcoIieion and acooss FunMCJantt Udatan to RWSOMW Stmciussd and 5dusv Pntictpants 40 • Avadabati of reared peaannat tor project aodok4y ifltafYI*s Exweftskve said • Avadabibty of ió54utfd docuinentabon barn inforthat in as tha business Otban ithab Coldsslan of mfai a nsstihnSs Rss4, and bupai caltausreni enth dapasani psocass Product Project Management and Steering Committee Interfaces Similar to our Phase 2 letter, we suggest retaining a strong project management Structure in Phase 2b,, with specific communications, deliverable and performance reporting We also strongly suggest retaining the frequent Executive Steering Committee meetings as a forum for the senior officers to engage in the Performance Excellence Initiative in which we will participate STAFFING, TIMING AND FEES The work will be under the overall direction of Mr. Thomas J. Haherty. a Senior Partner and leader of our North America Utilities practice. lie will be supported by Mr. Earl Simpkins, a Partner in our Utilities practice. Additionally, a number of staff and / or experienced subject matter experts will be utilized to support the assignment along the suggested preliminary focus areas described earlier in this letter. As previously discussed, we propose Phase 2b last up to 26 wcek& We anticipate a February 14th start date (for Supply Chain) and a February 28th Start date for Integrated Planning and a March 711% start date for Performance ManagemenL, with a conclusion around August (26 weeks after the Supply Chain workatream start date, and approximately 1820 weeks for Integrated Planning and Performance Management). This timeline reflects the desire to extend Phase 2b support over a longer period of time, providing guidance and coaching closer to implementation. Our support has bee. n adjusted to adhere to a fee estimate described in the next paragraph, and is dependent upon a greater level of Avista participation on the Staff—PR-1 59 Attachment A Page 55 of 77 5 of 5 Phase 2b teams, timely response with respect to the receipt of required data, access to necessary personnel, and quick decision turnarounds. Professional fees and expenses for this effort. are fixed at $2.2 million. This estimate reflects Avistas desire to keep the total project cost to a stated cap. If needed, additional services required beyond the planned periods for each workstream will be discussed with you and Dennis and covered in a separate letter. This estimate is based on the planned schedule above which reflects and assumes greater participation on Phase 2b teams by Avista resources, timely response to our data, and access to personnel and timely decision making related In the specific needs of the engagement. if delays in these items are experienced, it could potential impact our fee estimate. If they xcur, we will advise you of any potential fee impacts to jointly determine the best mitigation options / solutions. Benz & Company will devote its best professional efforts to this assignment. All findings, conclusions, and recommendations will represent our best judgment based on the information available at the time. We will submit our invoice monthly, pro-rating the total fixed fee amount over the course of the engagement. Invoices are payable via electronic funds transfer to the following bank account within 15 days of receipt by the appropriate contact at the Company to: JP Morgan Chase Bank AM 0-ffl Account Number: 530-955-997 We appreciate the opportunity to assist In this important undertaking, and took forward to supporting you in this effort. Should you have any questions, please do not hesitate to call meat (214) 746-6553 or Earl at (214) 746-6571, Sincerely, Booz & Company Thomas J. Flaherty UI Earl Simpkins Senior Partner Partner Narne'_Z1. Staff _PR_i 59 Attachment A Page 56 of 77 7AL, A, Mr. Scott Morris Chairman, President and Chief Executive Officer Avista Corp. 1411 E. Mission Spokane, WA 99220 February 7, 2011 Re: Performance Excellence Phase 2b Dear Scott: Thank you for the opportunity to continue to assist Avista Utilities (the Company) with the next phase (Phase 2b) of its Performance Excellence Initiative. We have prepared this engagement letter to reflect the scope of our support per conversations with you and other members of your team regarding the nature of this effort over the last several months. This letter contains three sections: • Avista's Objectives • Proposed Approach • Staffing, Timing, and Fees AVISTA'S OBJECTIVES Booz & Company (N.A.) Inc. Based on our conversations and information exchanged after the Phase 2 report- 901 Main Street out, we understand Avista's next phase of work around Performance Excellence Suite 6500 center around a few discrete areas of support. We understand the Company's Dallas, D( 75202 objective is to obtain support in Phase 2 to assist Avista teams with the design and Tel 1214 746 6500 implementation of a discrete set of opportunities identified in Phase 1, but Fax 1214 712 6660 deferred until 2011 for various reasons, as well as continuing support for Supply www.booz.com Chain and providing "flash" support for Change Management The specific scope .. areas for Phase 2b are as follows: 1.Integrated Planning 2.Performance Management 3.Supply Chain 4.Change Management Staff—PR-1 59 Attachment A Page 57 of 77 2 of 5 The plans for these scope elements have been discussed in various discussion documents to date, including, but not limited to the discussion with you and Dennis on December 21, 2010, and the related follow-up discussions extending The scope of services over a longer period of time. Specific proposed workplans are shown in Attachment A of this letter. Given the limited Booz resources deployed against Phase 2b, Avista team members will have primary responsibility for developing Phase 2b deliverables, with preparation support and guidance provided by Booz & Company. We will, of course, outline the expected contents for the specific deliverables and provide the necessary templates for discussion scope, presentation format, information capture, etc. PROPOSED APPROACH Following the comprehensive review performed in Phase 1, the Company wishes to proceed into the detailed design and implementation phase of the effort. Our approach will develop detailed designs for new processes and enhancements to existing processes, and develop the implementation roadmap required to successfully execute against the opportunity starting in 2011 and 2012 (as required). Our proposed approach is a continuation of our two-phase approached described in the previous letter regarding Phase 1. Phase 2b activities will be focused on similar activities as shown in Phase 2 of the overall project approach below. Project Approach Purpose Establish performance, capability and operational Design required process, structure and technology baseline and identify and prioritize areas for deeper improvements to competitively position Avista dive for design and implementation In Phase 2 in priority business segments identified in Phase 1 Business Units! Processes • Establishment of baselines • Definition of performance position • Assessment of capabilities • Identification of high priority areas e Designs for improved effectiveness • Quantification of opportunity potential • Implementation plans and sequence • Change leadership plan Cperatnj Model Govrinance Organization Capabilities Workplace Technology I Enemy Supply and Fuels I Planning and Performance Transmission & Distribution I Asset Management and Sourcing Customer Service and Marketin I Stakeholder Management Operating Functions Support FuflCtlOflS Key Outcomes Scope Elements Phase 2 will consist of a number of steps that seek to prepare Avista for implementation, primarily focused on strategic alignment, detailed design and implementation planning. We expect to complete Phase 2b within 26 weeks of the start date (which is expected to be mid-February 2011), providing support through August, 2011 StaffPR_159 Attachment A Page 58 of 77 3 of 5 depending on the start dates. To date, Supply Chain started mid-February, with Integrated Planning and Performance Management to start at the end of February / beginning of March. The Integrated Planning and Performance Management workstreams are anticipated to last approximately 16-18 weeks. We also anticipate continuing our joint working team arrangement from Phase 1, engaging with the Avista team and stakeholders throughout Phase 2b. In order to extend the period of time Booz resources will support Phase 2b activities, we have ramped down our level of support (in FTEs) and extended the timing of our support for each of the workstreams to better accommodate Avista's objectives. We anticipate having dedicated Avista team resources during Phase 2b to focus on the detailed design and help us manage the scope of work and associated professional fees given the reduced number of FTEs and fixed fee arrangement (to be described below). Avista team members will have primary responsibility for developing Phase 2b deliverables, with preparation support from Booz & Company. We will, of course, outline the expected contents for the specific deliverables and provide the necessary templates for discussion scope, presentation format, information capture, etc. The primary output of the design phase will be the implementation roadmaps and detailed initiative implementation plans to position the Company to execute against the identified improvement opportunities in 2011 and 2012. Workshops As needed, we will utilize the same workshop approach we used in Phase 1 and Phase 2 to inform Avista employees and management of the Initiative's progress. Given the nature of this Phase of the project, we expect dialogs to happen much more frequently between the Phase 2b teams, the responsible officers, and other affected stakeholders. As a result, we anticipate working closely with various stakeholders during Phase 2b (including workshops) to help integrate content, and provide feedback, guidance, and direction for the implementation teams. The primary purpose of the workshops in Phase 2b are designed to ensure the appropriate progress is being made by each of the teams and, following that workshop, allow the Steering Committee to review the interim analysis and output prior to detailed design and implementation. Workshops will also be used to provide adequate-guidance around the specific implementation actions and allow for the Steering Committee to provide any additional input. Collaboration Model Our collaboration model is built upon the same foundation of our Phase 1 and Phase 2 model, with the understanding that more Avista employees will be participating in Phase 2b. This collaboration model leverages consultants to challenge the organization based on our previous experiences, allow the Avista team access to best practices through those experiences, while simultaneously leveraging the Avista team (who possess deep institutional knowledge and operating perspectives). When leveraged properly, this approach yields Staff—PR-1 59 Attachment A Page 59 of 77 4 of 5 tremendous results by combining the best of external and internal / institutional knowledge. Our collaboration approach is illustrated below. Joint Team Approach Joint Team .1. Support for information collection and access • Frequent client updates to personnel • Structured and inclusive Participants • Availability of required personnel for project methodology • interviews • Extensive formal and • Availability of required documentation from informal interfaces the business • Open information sharing • Consideration of milestone meetings Review and buy-In concurrent with development process Process Integrated Deliverables I Work Product NslirnIisIItrqojtrej s riism Product , I I L------------------------------- Management and Steering Committee Interfaces Similar to our Phase 2 letter, we suggest retaining a strong project management structure in Phase 2b, with specific communications, deliverable and performance reporting. We also strongly suggest retaining the frequent Executive Steering Committee meetings as a forum for the senior officers to engage in the Performance Excellence Initiative in which we will participate. STAFFING, TIMING AND FEES The work will be under the overall direction of Mr. Thomas J. Flaherty, a Senior Partner and leader of our North America Utilities practice. He will be supported by Mr. Earl Simpkins, a Partner in our Utilities practice. Additionally, a number of staff and / or experienced subject matter experts will be utilized to support the assignment along the suggested preliminary focus areas described earlier in this letter. As previously discussed, we propose Phase 2b last up to 26 weeks. We anticipate a February 14th start date (for Supply Chain) and a February 28th start date for Integrated Planning and a March 7th start date for Performance Management, with a conclusion around August (26 weeks after the Supply Chain workstream start date, and approximately 18-20 weeks for Integrated Planning and Performance Management). This timeline reflects the desire to extend Phase 2b support over a longer period of time, providing guidance and coaching closer to implementation. Our support has been adjusted to adhere to a fee estimate described in the next paragraph, and is dependent upon a greater level of Avista participation on the Staff—PR-1 59 Attachment A Page 60 of 77 5 of 5 Phase 2b teams, timely response with respect to the receipt of required data, access to necessary personnel, and quick decision turnarounds. Professional fees and expenses for this effort are fixed at $2.2 million. This estimate reflects Avista's desire to keep the total project cost to a stated cap. If needed, additional services required beyond the planned periods for each workstream will be discussed with you and Dennis and covered in a separate letter. This estimate is based on the planned schedule above which reflects and assumes greater participation on Phase 2b teams by Avista resources, timely response to our data, and access to personnel and timely decision making related to the specific needs of the engagement. If delays in these items are experienced, it could potential impact our fee estimate. if they occur, we will advise you of any potential fee impacts to jointly determine the best mitigation options / solutions. Booz & Company will devote its best professional efforts to this assignment All findings, conclusions, and recommendations Will represent our best judgment based on the information available at the time. We will submit our invoice monthly, pro-rating the total fixed fee amount over the course of the engagement. Invoices are payable via electronic funds transfer to the following bank account within 15 days of receipt by the appropriate contact at the Company to: JP Morgan Chase Bank ABA: 021-000-021 Account Number: 530-955-997 We appreciate the opportunity to assist in this important undertaking, and look forward to supporting you in this effort Should you have any questions, please do not hesitate to call me at (214) 746-6553 or Earl at (214) 746-6571. Sincerely, Booz & Company Thomas J. Flaherty III Earl Simpkins Senior Partner Partner ACCEPTED AND AGREED TO: Avista Corp. Staff—PR-1 59 Attachment A Page 61 of 77 Performance Excellence Phase 2b Engagement Letter Attachment A March 4, 2011 Staff_PR_i 59 Attachment A Page 62 of 77 Both the Avista team and the Booz team will be responsible for driving the work throughout the engagement Avista - Dennis Vermillion Avista - Kathy Nitteberg Provide Avista expertise to all work tasks • Share experiences, lessons learned, and ideas throughout process design and sourcing activities. • Work side-by-side with Booz to execute work plans to achieve maximum knowledge transfer • Supply appropriate data for analysis; Identify business partners • Communicate progress to internal work teams and raise issues to Avista management as needed • Co-own the development and review of all documentation (specifically, workshop and steering committee reports, weekly reporting and final deliverables) Provide timely feedback to materials and decisions Coordinate meetings and workshops Booz -Tom Flaherty / Earl Simpkins Booz - Seema Mehta • Provide leadership to drive Avista beyond internal limitations Develop project plans and meeting schedules • Bring subject matter expertise to process design; share best practices and lessons learned • Guide work execution while working side-by-side with Avista to transfer knowledge • Augment Avista resources required for transformational change • Provide templates and co-own the development and review of all documentation (specifically, workshop and steering committee reports, weekly reporting and final deliverables) Staff—PR-1 59 Attachment A Page 63 of 77 Design Team Roadmap - Supply Chain PRELIMINARY Implementation Work Plan Operating Model I Org Design Workstream Strategic Sourcing Workstream 0 Process Workstream inventory Management Woritream • Energy Resources (Gen): Project planning process development integration, future requirements for sourcing efforts Energy Delivery: Project planning process development integration, future requirements for sourcing efforts • Asset Management: Risk assessments and short / long-term plans • BUS I Functions: Strategic sourcing participation (dependent on category being sourced) - Integrated Planning: Capital and operating budgeting process interface Legal: Contracting interface and support (Templates, T&Cs) • Enterprise Technology: Data management and system functionality support identification (from process work stream) • Finance: Transactional process interfaces (i.e., AP process, P-Card) Operating Model / Org Design: Identify pilot categories and processes as proof of concept for broader rollout; ensure pilot activities demonstrate integrity of to- be state and supply chains role in the organization. Process Definition: Develop processes that represent organizational needs while providing overall guidance and direction that will achieve buy-in across organization Strategic Sourcing: Understanding of requirements and flexibility within end user constituents and supplier community • Inventory Management: Understanding of detailed forecasted demand I use I replenishment profiles at a detailed level Change Management Sponsor assistance to inform internal Partners with respect to revised role, decision rights, and processes Staff _PR_i 59 Attachment A Page 64 of 77 The Integrated Planning team is cross-functional, as a result of the interdependencies of the workstream • Avista - Mark Thies Booz Support - Tom Flaherty I Earl Simpkins a Avista - Margie Stevens Booz Support - John Corrigan I Emmanuel Choquette Avista Core Delivery Team Avista Stakeholders Advisory • Bill Abrahamse - El/Portfolio Management • Jon Powell/Bruce Folsom - Energy • Rick Vermeers - Energy Delivery I • Dave Defelice - Finance/Project Analysis Solutions/DSM Engineering • Mike Magruder - Energy Delivery/Enging, Substations • Kathy Nitteberg - Energy Delivery! • Bryan Cox - Energy Delivery/Gas • Rodney Pickett - Energy Delivery/Asset Management Supply Chain • Steve Maasch - HR • Steve Wenke - Energy Resources /Generation • Neil Thorson/Laura Vickers - Finance/Op's Analyst • James McDougall - Legal / Compliance • Mike Daniels - Energy Delivery/Operations, Fleet Scott Waples - Energy Delivery I • Jim Corder - El • Rosemary Coulson - Finance/Fbancial Analysis System Planning • Pat Gorton - Finance • Mike Faulkenberry - Energy Delivery/Gas • Al Fisher - Energy Delivery! • Jody Gentemann - Finance / Risk • Jeanne Pluth - Rates Operations, Fleet Tim Carlberg - Energy Resources / • Vicki Weber— Energy Delivery/Customer Service • Heather Cummins - Energy Delivery Generation • Jason Thackston* - Finance/Strategic Planning / Asset Management • Bill Johnson - Energy Resouces! (* as required) • Steve Plewman ED / Project Management I Power • Bruce Howard - Energy Resources / Booz Support Team I Envt I • John Corrigan (subject-matter expert, part-time) I a Emmanuel Choquette (full-time) • Eric Adamson (ramp-up support) Staff—PR-11 59 Attachment A Page 65 of 77 The integrated planning model increases linkages between the strategy, planning, and performance management Integrated Planning Framework _J • Legend: W Integrated Planning Workstream • Performance Management Workstream Out of Scope Staff—PR-1 59 Attachment A Page 66 of 77 We anticipate completing design and implementation planning over a period of -18 weeks Proposed High Level Plan & Launch IP Stream Workshops Core Team Meetings + j + + + Sub-team Meetings (TBD —As determined by each PRELIMINARY Staff—PR-1 59 Attachment A Page 67 of 77 The charter provides an overview of the workstream's scope and key activities PRELIMINARY Workstream Objectives Scope Name • Enhance existing planning processes and define detailed • Processes: strategic, operating and financial planning, capital • Integrated Planning design for new processes and integrated model management, budgeting, performance mngt. (timing) Executive Sponsor • Develop the implementation eoadmap required to • Deliverables: swimlane process design, roles & • Mark Thies successfully execute the new designs responsibilities, process governance, interfaces, calendar, Team Lead • Complete designs and pilots for the 2012 planning cycle supporting tools/models, skills & staffing requirements and • Margie Stevens starting during the summer of 2011 training plan, roadmap development and communications Team Members •IpIi1iflfl1kiM I1E1IrnL. Avista (Core Team) • Improve effectiveness of planning process by anchoring • Training and transition to revised planning process -Bill Abrahamse ties to strategy • Expertise in planning group and resources to facilitate • Dave Defelice • Improve understanding of longer-term operations, process in first cycle • Mike Magruder resource, and capital needs to drive business decisions • Evaluative data availability I quality • Rodney Pickett • Improve efficiency of budgeting process by focusing on • Risk data and application • Steve Wenke strategy, then tactics, and finally financial implications a Chart of accounts alignment with regulated environment • Rosemary Coulson a Drive rigorous capital allocation process • Comparability in capital decisions across a diverse business a Ensure preparedness ahead of rate base filings and portfolio and set of projects -Margie Stevens reduce regulatory leakage • Jeanne Pluth Is Enable procurement lead time and inventory savings -Mike Daniels ___________________________________________________ Team _Working • Mike Faulkenberry • Vicki Weber a Primary responsibility to Avista team members for leading a Regular detailed design workshops • Jason Thackston* and developing deliverables • Weekly update meetings and sub-team working meetings a Booz support on subject-matter expertise, coordination, • "Fatal flaw' veto from stakeholder group Booz & Company template preparation, facilitation a Frequent reports to the steering committee a Earl Simpkins a Remote support from Booz on every 4th week -John Corrigan Interfacos BoundaryIIFUI • Emmanuel V- a Finance a Performance Management • Asset Management Choquette • Business Areas a Supply Chain a Performance Management a Eric Adamson a Work & Resource Management Staff—PR-1 59 Attachment A Page 68 of 77 The team covers the various functions within the organization, with a stakeholder group to be defined Staff _PR_i 59 Attachment A Page 69 of 77 The performance framework organizes activities to enhancing Avista's performance management model Performance Framework Formalize performance recognition and link to compensation and career progression Determine what Information on performance, key business drivers, and major initiatives should be provided to stakeholders Set requirements to manage the process and interactions with various Establish clear decision rights and roles and responsibilities for those involved in collaboration and interaction Establish leading and lagging Identify groups involved in success measures to determine performance management achievement of performance process execution management objectives Create clear role delineation and accountabilities required to successfully execute performance management program Staff—PR-1 59 Attachment A Page 70 of 77 - An effective performance management model cascades metrics all the way from corporate strategy to the front lines ILLUSTRATIVE Metric Framework Illustrative Metric Views Departmental View Manager View Supervisor I Field View Metric Hierarchy Focus on value outcomes Focus on operating execution at the business level Focus on execution and the departmental level Focus on "fit- for-purpose" Focus on productivity • $/MWh Adjusted for Market Pricing • Unplanned Outages (UOR) • Gross Margin Contribution • Safety (OSHA incident rate) • O&M & Capital Spend • Capital investment impact on O&M • CapEx yield • Total return • O&M/Capital spend targets • Commitments met • Workforce productivity • Estimate/Actual performance • Cycle times • Forecasts I Work balancing • Asset Utilization • Safety • Crew productivity Staff _PR_i 59 Attachment A Page 71 of 77 We anticipate completing design and implementation planning over a period of -18 weeks Proposed High Level Approach A Kck.off I Steering A Steering Steering ______ Committee Committee Committee A r Core Team Meetings X X X X X X X X X X X X X X Key Integration Points I Dependencies • Integration with all PEI efforts I teams: Receive performance • Requires significant amount of client support to build data dictionaries • Support across entire organization required and identify where gaps in existing data collection exist • Linkages of KPIs to personal performance reviews may require lengthy implementation time and close coordination with Human Resources • Union negotiations may be required to implement within craft organizations Staff-PR-1 59 Attachment A Page 72 of 77 The charter provides an overview of the workstream's scope and key activities Workstreain Objectives Scope Name • Create overarching performance management model • Enterprise performance management model, governance • Performance • Strengthen, clarify and/or create enterprise wide structure, processes and PM structure across org. performance Management performance management structures and processes metrics, reporting requirements, incentive recommendations Executive Sponsor • Define performance measures and link to all levels within • Detailed process design, roles & responsibilities, process • Dennis Vermillion the organization governance, interfaces, review / refinement schedule, metric Team Lead • Complete plans and prepare for implementation starting dictionary, skills & staffing requirements and training plan, I n Marc Schaffner I during the summer of 2011 implementation planning & communications Team Members •JTiJiPfflkri. Challenges Avista (Core Team) • Improve effectiveness of planning process by enabling • Requires significant amount of client support to build data • T Carlberg strategy discussions to help direct planning process dictionaries and identify where gaps in existing data collection • J Corder • Improve understanding of longer-term operations, resource, exist • H Cummins and capital needs to drive business decisions • Linkages of KPls to personal performance reviews may require • A Fisher • Improve efficiency of forecasting / budgeting process by lengthy implementation time and close coordination with Human • Li Jones focusing on strategy, then tactics, and finally financial Resources implications • Union negotiations may be required to implement within craft • S Kinney y • • aasc • Drive rigorous capital allocation process based on risks and organizations returns of strategies • PGorton :!Tm!FIii Interfaces • V Weber Issues____ • P Wood • Primary responsibility to Avista team members for leading • TBD • Integration with all PEI efforts / • 0 Burgess and developing deliverables teams - primarily IP - Support from Booz on coordination and preparation of • Receive performance support templates, input on best practices across entire organization Booz & Company • Remote support from Booz on every 3rd or 4th week required • Earl Simpkins • Weekly update team meetings • Paula Morawski • Weekly sub-team working meetings • Eric Adamson • Detailed design workshops • Input from stakeholder group when necessary • Frequent reports to the steering committee Staff—PR-1 59 Attachment A Page 73 of 77 Mr. Dennis Vermilion President and COO Mr. Bryan Cox Director, Strategic Projects Avista Corporation 1411 E. Mission Avenue Spokane, WA 99252 February 13, 2012 Dear Dennis and Bryan: This letter follows up on our conversations about supporting the next phase of work within the Avista Corporation ("Avista" or "the Company") Integrated Planning framework from last year, during which Avista expressed an interest in obtaining support in developing the activity planning framework and approach for implementation prior to the 2013 budgeting cycle which begins this summer. This letter describes Booz & Company's assistance, and proposes how Booz & Company can help. This letter covers three areas: I.Background! Context II.Approach III.Working Together IV.Commercial Arrangement I. BACKGROUND! CONTEXT Booz & Company (N.A.) Inc. As part of its "Performance Excellence" program, Avista continues to implement 8283 Greensboro Drive and execute against a plan of work established during our initial phase of work at Hamilton Building Avista. Last year, around March, Avista started the Integrated Planning McLean, Virginia 22102 worksfream. The Integrated Planning workstream -included several components Tel 17039023800 F 1703 3899 including strategic planning, corporate budgeting, capital allocation and planning, www.booz.com business unit / activity planning, and business performance management to name a few. Avista executed against "Integrated Planning" and "Integrated Measurement" (business performance management) Last year, Avista obtained Booz & Company assistance with the development and implementation of a capital management process that was successfully tested and launched in 2011. As part of the ongoing implementation of Integrated Planning at Avista, the next step is developing the "Activity Planning" framework and process related to the Integrated Planning model. Staff_PR_i 59 Attachment A Page 74 of 77 2 of 4 II. APPROACH Booz & Company's approach to developing the Activity Planning process is based on a number of elements, including, but not limited to, the following steps: • Identifying the overall activity planning framework principles • Establishing key design parameters • Identifying the implementation / execution approach • Providing examples from our experience with various forms of activity planning • Providing thoughts on activity drivers for key functional areas • Outlining benefits associated with full implementation of activity planning • Developing materials to support Avista Officer engagement around activity planning Our approach will rely upon our experience and judgment to develop the best activity planning framework / model for Avista given Avista's unique business requirements. We have organized our approach into three basic stages for the short design thneframe, with Change Leadership happening throughout the process. High level activities are covered below, with additional activities being developed as previously discussed with Avista. Primary Project Steps (not exhaustive) 1. Baseline / Project Planning a.Gather data (internal and external) on activity planning b.Understand Avista's requirements c.Define / establish workshop approach and workshop schedule d.Develop initial design principles 2. Design a.Design Avista's activity planning framework b.Pilot / test activity planning concepts in a targeted functional area 3. Implementation Planning a.Develop implementation roadmap / staged high-level implementation plan by functional area b.Identify risks and risk mitigation strategies to consider during implementation 4. Change Leadership a.Assist in development of communication related to activity planning b.Advise Avista on ongoing change leadership and communication elements as the work is completed The analysis will be conducted in a manner which allows for a relatively quick assessment and design. We fully anticipate collaborating and discussing options for detailed design with you and your team throughout the process, much like we did in prior phases of work at Avista. Staff-PR-159 Attachment A Page 75 of 77 3 of 4 The timing of completion is heavily dependent on the speed, accuracy, quality, and completeness of the data collected, the availability of and access to internal team members to support the analysis and recommendations, and the speed of which that alignment is obtained within the team. We will conduct a weekly check-in with you to ensure the project is progressing as expected. These short check-ins will allow us to discuss and resolve any potential roadblocks, increasing the speed of execution and overall efficiency of the project. We plan to complete the initial assessment by the end of April. A more detailed plan will follow. II.WORKING TOGETHER We propose to conduct this work with a joint Avista / Booz team, led / sponsored by Avista executives, similar to other phases of our Performance Excellence. Earl Simpkins, a Vice President in our Energy & Utilities practice will lead the work on behalf of Booz & Company, providing executive direction and guidance for the work. John Corrigan, a Vice President in the Energy & Utilities practice, will provide subject matter expertise and also support the project team in the development of the work. Faisal Yousuf, a Principal in the Organization and Change Leadership practice with extensive shared services experience will support the team on a part-time basis as the project ramps up. Earl, John and Faisal will be supported by a couple of resources, who will lead the day-to-day effort on the ground at Avista on a full-time basis. We anticipate one of these resources will be Josh Stillman, based on prior discussions with Avista. We anticipate that the Avista leadership / management team will make available resources to work with our team on a full-time or near full-time basis during the 10 week period in order to focus on the design, testing and execution of the work in a relatively short period of time. III.COMMERCIAL ARRANGEMENT Booz invoices it clients monthly at stipulated rates for services performed. Based on our understanding of Avista's requirements, professional fees for this engagement are capped at a discounted rate of $285,000. Expenses for travel, lodging, meals, research, and report production will be billed at cost. Out-of- pocket expenses and administrative charges typically range from 15-18% of non- discounted professional fees. Per our discussions with Avista management, we will do everything we can to manage travel costs, including "flexible work arrangements" as we experienced during Phase 2b of the work in 2011. If additional project support scope is defined during the engagement, or the project timeframe is extended due to reasons beyond the control of Booz, we will address these conditions with the Company and cover any revisions under a separate engagement letter. Staff-PR-159 Attachment A Page 76 of 77 4 of 4 Booz & Company will devote its best professional efforts to this assignment. All findings, conclusions, and recommendations will represent our best professional judgment based on the information available to us at the time. We look forward to working with you on this engagement and helping you with your strategic and operational agenda. Please confirm your agreement to the terms of this proposal and the attached terms and conditions by signing this letter and returning the signed letter to us. We will execute this work under the previously established Terms and Conditions. Sincerely, Booz & Company Earl Simpkins Vice President WE9IW4 (Signature) NAME: (Printed) TITLE: DATE: Staff—PR-1 59 Attachment A Page 77 of 77 . Performance Excellence Staff—PR-159 Attachment C.xlsx Page 1 of 1 AIfISm Thru December 2011 Value represented above includes avoided costs, efficiencies with benefits redeployed in the utility, net present value of long-lived asset programs, re-invested sourcing benefits & power supply cost reductions (1)Represents incremental new costs (i.e. new employees, software etc) (2)Represents the NPV & avoided cost which will occur outside of three years (3)Total for 2011 - $6.9M is gross amount; does not include cost to maintain (4)Enterprise Technology values are updated quarterly Staff—PR-1 59 Attachment D Page 1 of 1