REQUEST FOR PROPOSALS FOR LONG-TERM CONTRACTS FOR CLEAN ENERGY PROJECTS Issuance Date: March 31, 2017 Distribution Companies: Fitchburg Gas & Electric Light Company d/b/a Unitil Massachusetts Electric Company d/b/a National Grid Nantucket Electric Company d/b/a National Grid NSTAR Electric Company d/b/a Eversource Western Massachusetts Electric Company d/b/a Eversource Massachusetts Department of Energy Resources Definitions 1. Introduction and Overview ...................................................................................................... 1 1.1 Purpose of the Request for Proposal ............................................................................... 1 1.2 The Framework Established Pursuant to Section 83D.................................................... 2 1.3 Procurement by Distribution Companies in Coordination with the Department of Energy Resources ........................................................................................................... 3 1.4 Overview of the Procurement Process ............................................................................ 3 1.5 Independent Evaluator .................................................................................................... 4 1.6 Communications Between the Evaluation Team and Bidders and Filing Protocol ........ 5 1.7 Request for Proposal Process .......................................................................................... 5 1.8 Bidder Certification ........................................................................................................ 9 1.9 Changes or Cancellations.............................................................................................. 10 1.10 Non-Refundable Bid Fees ............................................................................................. 10 2 3 Bid Evaluation and Selection Criteria and Process ............................................................. 11 2.1 Introduction/Overview of the Process........................................................................... 11 2.2 Stage One—Eligibility and Threshold Requirements ................................................... 11 2.3 Stage Two—Quantitative and Qualitative Analysis ..................................................... 30 2.4 Stage Three—Portfolio Analysis .................................................................................. 35 2.5 Contracting/Tariff Process ............................................................................................ 36 2.6 Regulatory Approval ..................................................................................................... 36 2.7 Contract Negotiation Process........................................................................................ 38 Instructions to Bidders ........................................................................................................... 38 3.1 Schedule for the Bidding Process ................................................................................. 38 3.2 Bidders Conference; Bidder Questions; Notice of Intent to Bid................................... 39 3.3 Preparation of Proposals ............................................................................................... 40 3.4 Organization of the Proposal ........................................................................................ 40 3.5 Updates to the Proposal ................................................................................................ 41 3.6 Modification or Cancellation of the RFP and Solicitation Process .............................. 41 3.7 Requests for additional information.............................................................................. 41 3.8 Limitation for Liability ................................................................................................. 41 Appendix A Notice of Intent to Bid Appendix B Bidders Response Package Appendix C Draft Power Purchase Agreement Appendix C-1 Form of Class 1 Power Purchase Agreement Appendix C-2 Form of Power Purchase Agreement (Firm Bids from a Hydro Resource) Appendix C-3 Terms for Transmission agreements Appendix D Certification Appendix E Procurement Statutes Appendix F Confidential Information Appendix G Utility Standard of Conduct Appendix H Bid Submittal Instructions Definitions “Affiliated Company” means an affiliated company as defined in Section 85 of Chapter 164 of the Massachusetts General Laws.1 “Clean Energy Generation” means either: (i) firm service hydroelectric generation from hydroelectric generation alone; (ii) new Class I Renewable Portfolio Standard (“RPS”) eligible resources that are firmed up with firm service hydroelectric generation; or (iii) new Class I RPS eligible resources.2 “Control Area” means a geographic region in which a common generation control system is used to maintain scheduled interchange of Energy within and outside the region. “Delivery”, “Deliveries”, “Deliver”, or “Delivered” means that Clean Energy Generation is recognized in the New England Control Area as: i) injected in the New England Control Area at a specified and agreed upon pricing node (e.g., the generator asset node applicable to an internal resource or the external interface node applicable to an import), and ii) injected under any additional agreed upon conditions intended to reflect and realize a generally unconstrained/uncongested delivery of the Clean Energy Generation. “Department of Energy Resources” or “DOER” means the Massachusetts Department of Energy Resources established by Section 1 of Chapter 25A of the Massachusetts General Laws.3 “Distribution Company” means a distribution company as defined in Section 1 of Chapter 164 of the Massachusetts General Laws.4 “Energy” means electric “energy,” as such term is defined in the ISO-NE Tariff, generated by the Generation Unit as measured in MWh in Eastern Prevailing Time, less such Generation Unit’s station service use, generator lead losses and transformer losses, which quantity will never be less than zero. “Energy storage system” means a commercially available technology that is capable of absorbing energy, storing it for a period of time and thereafter dispatching the energy and which may be owned by an electric distribution company; provided, however, that an energy storage system shall: (i) reduce the emission of greenhouse gases; (ii) reduce demand for peak electrical generation; (iii) defer or substitute for an investment in generation, transmission or distribution assets; or (iv) improve the reliable operation of the electrical transmission or distribution grid; and provided further, that an energy storage system shall: (1) use mechanical, chemical or 1 https://malegislature.gov/Laws/GeneralLaws/PartI/TitleXXII/Chapter164/Section85. 2 https://malegislature.gov/Laws/SessionLaws/Acts/2016/Chapter188 3 https://malegislature.gov/Laws/GeneralLaws/PartI/TitleII/Chapter25A/Section1. 4 https://malegislature.gov/Laws/GeneralLaws/PartI/TitleXXII/Chapter164/Section1. A thermal processes to store energy that was generated for use at a later time; (2) store thermal energy for direct heating or cooling use at a later time in a manner that avoids the need to use electricity at that later time; (3) use mechanical, chemical or thermal processes to store energy generated from renewable resources for use at a later time; or (4) use mechanical, chemical or thermal processes to capture or harness waste electricity and to store the waste electricity generated from mechanical processes for delivery at a later time. “Environmental Attribute” means all of the GIS Certificates and any other present or future environmental benefits associated with the Firm Service Hydroelectric Generation energy deliveries contracted for as part of this RFP. “Evaluation Team” means the Distribution Companies and the Department of Energy Resources. “Evaluation Team Consultant” means an entity or entities that will contract with the Distribution Companies to assist the Evaluation Team with the technical methodologies and findings for eligible proposals. “Firm Service Hydroelectric Generation” means hydroelectric generation provided without interruption for one or more discrete periods designated in a long-term contract, including but not limited to multiple hydroelectric run-of-the-river generation units managed in a portfolio that creates firm service though the diversity of multiple units.5 “FERC” means the United States Federal Energy Regulatory Commission, and includes its successors. “Generation Unit” means a facility that converts a fuel or an energy resource into electrical energy. “GIS” means the New England Power Pool (“NEPOOL”) Generation Information System or any successor thereto, which includes a generation information database and certificate system, operated by NEPOOL, its designee or successor entity, that accounts for generation attributes of electricity generated or consumed within New England. “Incremental Hydroelectric Generation” means Firm Service Hydroelectric Generation that represents a net increase in MWh per year of hydroelectric generation from the bidder and/or affiliate as compared to the 3 year historical average and/or otherwise expected delivery of hydroelectric generation from the bidder and/or affiliate within or into the New England Control Area. 5 https://malegislature.gov/Laws/SessionLaws/Acts/2016/Chapter188 B “Interconnection Agreement” means an agreement pursuant to the relevant section(s) of the ISO-NE Tariff among the Facility owner, the interconnecting utility and ISO-NE, as applicable, regarding the interconnection of the Facility to the Transmission System of the transmission affiliate of the Distribution Company, as the same may be amended from time to time. “ISO” or “ISO-NE” means ISO New England Inc., the independent system operator established in accordance with the RTO arrangements for New England, or its successor. “Long-Term Contract” means a contract for a period of 15 to 20 years for Clean Energy Generation.6 “New Class I Renewable Portfolio Standard Eligible Resources” means Class I renewable energy generating sources, as defined in Section 11F of Chapter 25A of the Massachusetts General Laws, that have not commenced commercial operation prior to the date of execution of a long-term contract or that represent the net increase from incremental new generating capacity at an existing generation unit after the date of execution of a long-term contract.7 “New England Control Area” means New England Control Area as set forth in the ISO-NE Tariff. “Other Authorities” means one or more regional transmission organizations, balancing authorities, or utilities in other Control Areas in which a generation unit is located or through which its Energy may pass. “Rate Schedule” means Rate Schedule as set forth in in 18 CFR §35.2(b). “Renewable Energy Certificates” or “RECs” means all of the GIS Certificates and environmental benefits associated with New Class I RPS eligible resources. “Selection Team” means the Distribution Companies. “Service Agreement” has the meaning provided in 18 CFR §35.2(c)(2). “Tariff” has the meaning provided in 18 CFR §35.2(c)(1). “Winter Peak Period” means the peak winter months of January, February, and December, and peak hours ending 0800 to hour ending 2300 on Monday through Friday, excluding North American Reliability Corporation holidays. 6 https://malegislature.gov/Laws/SessionLaws/Acts/2016/Chapter188 7 https://malegislature.gov/Laws/SessionLaws/Acts/2016/Chapter188 C 1. Introduction and Overview 1.1 Purpose of the Request for Proposal Fitchburg Gas & Electric Light Company d/b/a Unitil (“Unitil”), Massachusetts Electric Company and Nantucket Electric Company d/b/a National Grid (“National Grid”), NSTAR Electric Company and Western Massachusetts Electric Company d/b/a Eversource (“Eversource”), as investor-owned electric distribution companies (collectively, “Distribution Companies” and each a “Distribution Company”) serving customers in the Commonwealth of Massachusetts (“Commonwealth”), in coordination with the Massachusetts Department of Energy Resources (“DOER”), are collectively seeking proposals for incremental Clean Energy Generation and associated environmental attributes and/or RECs under cost-effective long-term contracts, which may include required associated transmission costs, pursuant to Section 83D of Chapter 169 of the Acts of 2008 (the “Green Communities Act”), as amended by chapter 188 of the Acts of 2016, An Act to Promote Energy Diversity (the “Energy Diversity Act”). In this Request for Proposals (“RFP”), the Distribution Companies are soliciting proposals for Clean Energy Generation for an annual amount of electricity equal to approximately 9,450,000 MWh, to be procured by Distribution Companies entering into cost-effective long-term contracts by 2022.8 Of the total 9,450,000 MWh of cost-effective clean energy contracts being sought in this RFP, the Distribution Companies encourage proposals which include Clean Energy Generation able to commit to begin deliveries prior to the end of 2020 to maximize the Commonwealth’s ability to meet its Global Warming Solution Act (“GWSA”) goals. The terms of the long-term contracts will be finalized between the Distribution Companies and successful bidders based on the proposals submitted and selected in accordance with the process set forth in this RFP9. This RFP includes a draft 8 The Commonwealth of Massachusetts will consider the participation of other states as a means to achieve the Commonwealth’s clean energy goals if such participation has positive or neutral impact on Massachusetts ratepayers. If the Commonwealth determines that such participation provides a reasonable means to achieve its clean energy goals cost effectively through multi-state coordination and contract execution, a portion of selected projects may be allocated to one or more electric distribution companies in such state, subject to applicable legal requirements in the Commonwealth and the respective state. Examples include: Rhode Island’s Distribution Company, Narragansett Electric Company, has expressed interest in evaluating and considering projects proposed in response to this RFP pursuant to the General Laws of Rhode Island, including Chapter 31 of Title 39, the Affordable Clean Energy Security Act (“Chapter 39-31”). Similarly, the Connecticut Department of Energy and Environmental Protection could consider projects pursuant to Connecticut Public Act 13-303, Connecticut Public Act 15-107, or other authority, as applicable. 9 The actual amount of Clean Energy Generation and/or RECs to be procured by each of the Distribution Companies is determined based upon each Distribution Company’s Massachusetts load-share derived from the most recent full years data which is from 2015 National Grid 45.72% NSTAR 45.44% WMECO 7.71% Unitil 1.13% 1 contract for Clean Energy Generation (“Draft Contract”), as well as illustrative terms for transmission service. The fundamental purpose of the RFP is to satisfy the policy directives encompassed within Section 83D and to assist the Commonwealth with meeting its Global Warming Solution Act (“GWSA”) goals. Section 83D requires the Distribution Companies, in coordination with the DOER, to solicit proposals from developers of Clean Energy Generation projects in a fair and non-discriminatory fashion, and, provided that reasonable proposals have been received, enter into cost-effective long-term contracts for Clean Energy Generation. The standards and criteria set forth in this RFP are designed so proposals selected for contract negotiations will serve the interests of Section 83D by furthering those projects that have a strong likelihood of being financed and constructed and that will provide a cost-effective source of long-term Clean Energy Generation to the Commonwealth. In addition to the statutory requirements set forth in Section 83D, the Distribution Companies are issuing this RFP in accordance with regulations promulgated under Section 83D by the Department of Public Utilities (“DPU”), 220 C.M.R. § 24.00, et seq. This RFP outlines the process that the Distribution Companies plan to follow to satisfy their obligations required under Section 83D and 220 C.M.R. § 24.00, et seq and sets forth timetables regarding the solicitation process, provides information and instructions to prospective bidders, and describes the bid-evaluation process that will be followed once proposals are received. 1.2 The Framework Established Pursuant to Section 83D The Energy Diversity Act, which includes Section 83D and 83C procurements, recognizes the necessity of the Commonwealth to achieving the goals established pursuant to the GWSA. The GWSA requires the Commonwealth to establish goals and meet targets for the reduction of greenhouse gas emissions by 2020, 2030, 2040, and 2050. The goals established by the Commonwealth specifically require a reduction of 25 percent below 1990 levels by 2020 and a reduction of 80 percent below 1990 levels by 2050. The requirements to competitively solicit and contract for Clean Energy Generation – firm service hydroelectric generation, offshore wind generation, and new Class I RPS eligible resources both firmed up with firm service hydroelectric generation or standalone– are intended to maximize the Commonwealth’s ability to achieve GWSA goals. To further assist with the Commonwealth’s GWSA compliance, the Distribution Companies shall settle or reserve any environmental attributes associated with firm service hydroelectric generation. Under Section 83D, a Distribution Company may decline to consider proposals having terms and conditions that it determines would require the long-term contract obligation to place an unreasonable burden on the company’s balance sheet. All proposed long-term contracts are subject to the review and approval of the DPU prior to becoming effective. 2 As part of its review and approval process for any proposed long-term contracts, the DPU must take into consideration recommendations from the Office of the Attorney General (“AGO”) which must be submitted to the DPU within forty-five (45) days following the filing of such contracts with the DPU. Section 83D provides that the DPU shall consider both the potential costs and benefits of such contracts and shall approve a contract only upon a finding that it is a cost effective mechanism for procuring low cost clean energy on a long-term basis taking into account the factors outlined in this section. Finally, if the DOER, in consultation with the Distribution Companies, and the Independent Evaluator as described in Section 1.5 below, determines that reasonable proposals were not received pursuant to a solicitation, the DOER may terminate the solicitation, and may require additional solicitations to fulfill the requirements of Section 83D. In addition, if a Distribution Company deems all proposals to be unreasonable, it shall submit a filing to the DPU supporting its decision to decline all proposals. This decision is subject to DPU approval. 1.3 Procurement by Distribution Companies in Coordination with the Department of Energy Resources The Evaluation Team coordinated on this solicitation and evaluation process with respect to this RFP. As a result of this process, the Distribution Companies now issue this RFP, including associated bid forms and draft contracts. The purpose of this approach is to provide prospective bidders with bid submittal and evaluation requirements in order to facilitate the bidding process. Responses to this RFP will be returned to the Evaluation Team for joint evaluation consistent with the terms of this RFP. Bidders shall submit proposals contemporaneously to the entire Evaluation Team. Proposals should be submitted in accordance with Section 1.7.3 of this RFP. The Selection Team with the Department of Energy Resources serving as an advisory participant will then be responsible for bid selection, contract negotiations, and contract execution. The Distribution Companies expect to coordinate their negotiation of the contracts for the proposals selected and the Distribution Companies will jointly file the executed long-term contracts with the DPU for approval prior to becoming effective. The Distribution Companies anticipate that the long-term contracts may vary somewhat based on contracting requirements that are specific to each Distribution Company. 1.4 Overview of the Procurement Process The Evaluation Team, with the assistance of the Evaluation Team Consultant, will receive the proposals, including confidential materials, and conduct an evaluation of the proposals. 3 The Distribution Companies have executed the Standard of Conduct document attached as Appendix G to this RFP. Discussion of this RFP between Distribution Company personnel participating on the Evaluation Team and Distribution Company personnel involved in the preparation of proposals in response to this RFP shall be prohibited, other than as part of discussions that are conducted as part of the RFP process (e.g. bidder conferences or formal bidder Q&A), in accordance with the Standard of Conduct. The Evaluation Team will consider the evaluation results and project rankings to determine projects to be considered for selection. The Distribution Companies will be responsible for negotiation and execution of any final long-term contract. The Distribution Companies may make certain filings and conduct other regulatory compliance activities connected with this solicitation. The DOER will have the opportunity to monitor contract negotiations between the Distribution Companies and selected bidders. Bidders may also be subject to certain filing requirements and other regulatory obligations pursuant to the arrangements and/or transactions they may enter into pursuant to this solicitation and the activities arising therefrom. Bidders will be responsible for identifying and satisfying such requirements and obligations applicable to them. The procurement process has three stages of evaluation, as described in further detail in Section 2 of this RFP. In Stage One, proposals will be evaluated on the basis of whether certain eligibility and threshold requirements are satisfied. In Stage Two, proposals will be evaluated based on specified quantitative and qualitative criteria. In Stage Three, further evaluation of remaining proposals will be conducted to ensure selection of viable projects that provide low cost Clean Energy Generation with limited risk. 1.5 Independent Evaluator The DOER and the AGO, as required by Section 83D, have jointly selected, and the DOER has contracted with, an Independent Evaluator to monitor and report on the solicitation and bid selection process. The Independent Evaluator will assist the DOER in determining whether a proposal is reasonable. It will also assist the DPU in its consideration of the long-term contracts filed for approval. In an effort to ensure an open, fair and transparent solicitation and bid selection process that is not unduly influenced by an Affiliated Company, Section 83D requires the Independent Evaluator: (1) To issue a report to the DPU that analyzes the timetable and method of solicitation and the solicitation process implemented by the Distribution Companies and the DOER; and 4 (2) Upon the opening of an investigation by the DPU into a proposed long-term contract, to file a report with the DPU that summarizes and analyzes the solicitation and bid selection process, and provides an independent assessment of whether all proposals were evaluated in a fair and non-discriminatory manner. To perform this role, the Independent Evaluator will have access to all information and data related to the solicitation and bid selection process, including any confidential information provided by bidders. The DPU has the discretion to consider the Independent Evaluator’s findings and may adopt its recommendations as a condition for approval. However, if the Independent Evaluator concludes that the solicitation and bid selection of a contract was not fair and objective, and the process was substantially prejudiced as a result, the DPU shall reject the contract per Section 83D. 1.6 Communications Between the Evaluation Team and Bidders and Filing Protocol With the exception of the pre-bid conference (see Section 3.2 below), all pre-bid contact with prospective bidders and other interested parties will be via the Distribution Companies’ website at MACleanEnergy.com, and email address MARFP83D@gmail.com. Links will be available for submitting questions to the Distribution Companies, and responses will be coordinated by the Evaluation Team and posted on the Distribution Companies’ website. Proposals will be submitted directly to the Evaluation Team at the addresses set forth in Appendix H to this RFP. Each proposal must be submitted to the entire Evaluation Team. Following the submission of proposals, communications regarding specific proposals will be between the Evaluation Team and the bidder. It will be the responsibility of the bidders to keep the Evaluation Team informed about the details of their projects, (e.g. the status updates in obtaining permits and financing), but the communications shall not include revisions to the bidder’s proposals, unless otherwise expressly and unambiguously provided for in this RFP document. Any bidder communications must be provided to the entire Evaluation Team through the email address referenced above. 1.7 Request for Proposal Process The one hundred and twenty (120) day timeline for the bidding process following the issuance of this RFP, as well as the schedule for other steps in the process including approval by the DPU is set forth below in Section 3.1 of this RFP. 1.7.1 Proposal Submission Deadline 7/27/2017 at 12:00 (noon) EDT 5 1.7.2 Proposal Validity Proposals shall be valid for two hundred and seventy (270) days from the date of the Proposal Submission Deadline. 1.7.3 Submission Requirements Bidders must submit separate CD ROMs of the public version of each proposal and shall also submit separate CD ROMs of the un-redacted confidential version to the contacts in Appendix H to this RFP in the quantities specified. The public version of the proposal may be redacted to remove information that qualifies for confidential treatment pursuant to the Commonwealth’s requirements described in Appendix F to this RFP. Each proposal shall contain the full name and business address of the bidder and bidder’s contact person and shall be signed by an authorized officer or duly authorized representative of the bidder. Bidders must sign the original proposal and include copies of the signature page with the proposal. The full name and business address of the bidder must be included in the public version of the proposal(s). 1.7.3.1 Public Versions of Proposals Each proposal must be submitted publicly, with confidential material redacted at the bidder’s option, to the Evaluation Team. This public version will be posted on the public website MACleanEnergy.com shortly after the bid submittal deadline. The CD title should include the words “Public Version” to alert the Evaluation Team that the version will be publicly posted. The public proposals must be complete in all respects other than the redaction of confidential information. Complete proposals must include a properly completed Certification, Project and Pricing Data (“CPPD”) Form, although at the bidder’s option the CPPD submitted as part of the public version may be a PDF instead of a working Excel file so long as the bidder submits the un-redacted CPPD form as a working Excel file with the confidential version of the proposal. If there is conflicting information between the information in the CPPD and information in other forms, then the information in the CPPD will be used in the evaluation. Information elsewhere in the bid cannot be used to modify or qualify any information in the CPPD. The Evaluation Team will not redact the public versions of proposals. Anything submitted in the public version will be made AVAILABLE TO THE PUBLIC. 6 1.7.3.2 Confidential Versions of Proposals If a bidder elects to redact any confidential information in the public version of its proposal(s), it must also submit an un-redacted, complete version of the proposal(s). The confidential version of the proposal must include the CPPD forms as a working Excel file, with all required information included. The confidential version of the proposal will be treated as confidential and sensitive information by the Evaluation Team, subject to the treatment of confidential information discussed in Section 1.7.4 of this RFP. 1.7.4 Confidential Information Bidders must clearly identify all confidential or proprietary information including pricing. Only legitimate non-public proprietary or sensitive information may be considered confidential, and bidders should not designate any portions of their proposal confidential that do not merit confidential treatment. The Evaluation Team shall use commercially reasonable efforts to treat the confidential information that it receives from bidders in a confidential manner and will not use such information for any purpose other than in connection with this RFP. Additional information concerning the confidentiality of information provided to the DOER is included in Appendix F. As part of the bid evaluation process the Evaluation Team expects to disclose bid information to the Evaluation Team Consultant, to ISO-NE and/or to personnel of one or more Other Authorities. The Independent Evaluator will also have access to all proposal information in performing its role. Depending upon the evaluation of proposals received, the Evaluation Team may seek permission from bidders to share proposals with other individuals or entities, subject to a confidentiality agreement. In all such cases, the Evaluation Team will work with bidders on developing appropriate means to protect and limit disclosure of confidential information. Bidders, however, should be aware that the Distribution Companies and the DOER reserve the right to disclose the pricing of the winning proposals in the contracts that are filed for approval at the DPU (at the time of the filing or during the proceedings), and the DPU may require the public disclosure of such pricing during the regulatory approval proceedings. If any other confidential information is sought in any regulatory or judicial inquiry or proceeding or pursuant to a request for information by a government agency with supervisory authority over any of the Distribution Companies, reasonable steps shall be taken to limit disclosure and use of said confidential information through the use of nondisclosure agreements or requests for orders seeking protective treatment, and bidders shall be informed that the confidential information is being sought. The bidder shall be responsible for filing, submitting, and/or providing to the Distribution Companies for such filing or submission, any motions or other 7 pleadings (including associated affidavits, etc.) for protective orders or other relief to justify withholding the confidential information, but may not object to the disclosure of the pricing of the winning proposals in the contracts that are filed for approval at the DPU. Similarly, bidders shall use commercially reasonable efforts to treat all confidential information received from the Evaluation Team or individual entities serving on the Evaluation Team in a confidential manner and will not, except as required by law or in a regulatory or judicial proceeding, disclose such information to any third party or use such information for any purpose other than in connection with this RFP; provided, however that if such confidential information is sought in any regulatory or judicial proceeding, the bidders shall take reasonable steps to limit disclosure and use of said confidential information through the use of non-disclosure agreements or requests for orders seeking protective treatment, and shall inform the Evaluation Team that the confidential information is being sought. In the event confidential information is submitted to the Evaluation Team and confidential treatment is not afforded by a governmental agency or other entity exercising proper authority, the entities and individuals on the Evaluation Team and the Independent Evaluator shall not be held responsible. Each member of the Evaluation Team and the Independent Evaluator, as well as their employees, agents, and consultants, shall be held harmless for any release of confidential information as long as reasonable efforts to protect the information have been followed. In any event, each member of the Evaluation Team and the Independent Evaluator, as well as their employees, agents, and consultants, shall be held harmless for any release of confidential information made available through any public source by any other party. 1.7.4.1 Confidential Information Sharing Authorization for ISO –NE and Adjoining Control Area Personnel ISO-NE will, and Other Authorities may, be requested to provide information to the Evaluation Team concerning proposals as part of the proposal evaluation process. Information classified as Critical Energy Infrastructure Information (“CEII”) will only be shared with members of the Evaluation Team and the Independent Evaluator who are cleared to receive CEII by ISO-NE or any applicable Other Authorities. By participating in this RFP bidders agree that ISO-NE and the Other Authorities may release information related to the projects and that may otherwise be considered confidential under the relevant rules or policies of such organizations, to the Evaluation Team and the Independent Evaluator. The Bidder shall provide written confirmation of its consent for the sharing of this information as part of the bidder certification form, and, if 8 requested by the Evaluation Team, the bidder shall specifically request ISO-NE and/or any of the Other Authorities provide this information to the Evaluation Team and shall pay any costs imposed by ISO-NE or any of the Other Authorities associated with providing that information. Failure to comply with such a request will result in disqualification of the bid. The Evaluation Team will treat the information provided as confidential as described above in accordance with the Confidential Information policies and practices described in Section 1.7.4.of this RFP 1.7.5 Appendices All bidders shall sign and submit attached Appendix D with their proposals. A proposal will be considered incomplete unless the required Appendix D is signed and submitted with the proposal. Appendix A Notice of Intent to Bid Appendix B Bidders Response Package Appendix C Draft Contracts Appendix C-1 Form of Class 1 Contract Appendix C-2 Form of Contract (Firm Bids from a Hydro Resource) Appendix C-3 Terms for Transmission agreements Appendix D Certification Appendix E Procurement Statute Appendix F Confidential Information Appendix G Utility Standard of Conduct Appendix H Bid Submittal Instructions 1.8 Bidder Certification An authorized officer or other duly authorized representative of a bidder is required to certify by its submission of its proposal that: 1. The bidder has reviewed this RFP and has investigated and familiarized itself with respect to all matters pertinent to this RFP and its proposal; 2. The bidder’s proposal is submitted in compliance with all applicable federal, state and local laws and regulations, including antitrust and anti-corruption laws; 3. The bidder is bidding independently and has no knowledge of non-public information associated with a proposal being submitted by another party in response to this RFP other than: (1) a response submitted (a) by an affiliate of that bidder or (b) for a project in which that bidder is also a project proponent or participant, which in each case must be disclosed in writing to the Evaluation Team with each such bidder’s or affiliated bidder’s proposal; or (2) a submission of multiple bids for the same Clean Energy Generation; 9 4. The bidder has no knowledge of any confidential information associated with the development of this RFP; 5. The bidder’s proposal has not been developed utilizing knowledge of any nonpublic information associated with the development of this RFP; 6. The bidder has not obtained any confidential bidding-related information directly or indirectly from any of the Distribution Companies, in preparation of its bid; 7. Except as disclosed by the bidder in the relevant portions of its response, the bidder is not an Affiliated Company of any Massachusetts investor-owned electric Distribution Company and no Distribution Company that is seeking proposals pursuant to this RFP has a financial or voting interest, controlling or otherwise in the bidder or the bidder’s proposed project; and 8. The bidder accepts that confidential information about their proposal might be shared with any members of the Evaluation Team, the Independent Evaluator, ISO-NE, or other adjacent Control Area personnel. 1.9 Changes or Cancellations The terms and conditions of this RFP may, at any time, be changed, postponed, withdrawn and/or canceled, including any requirement, term or condition of this RFP, any and all of which shall be without any liability to any members of the Evaluation Team. Any changes to or cancellations of this RFP will be posted on MACleanEnergy.com. 1.10 Non-Refundable Bid Fees Each Project shall be required to pay a non-refundable bid fee which will be used to offset the cost of the quantitative evaluation of proposals performed by the Evaluation Team Consultant. The minimum bid fee will be $7,500 for a project with a bid capacity of 20 MW. The bid fee will increase by $375 for each MW above 20 MW to a maximum bid fee of $100,000. The bid fee includes one pricing offer. Each additional pricing offer will cost an additional $10,000 for projects of less than 100 MW nameplate capacity and $25,000 for all others. The fee for an additional pricing offer only applies for variations in pricing for the same project. For all other cases a new bid fee is required. For clarity, if there are changes to any physical aspect of a project, including but not limited to project size, technology type(s), production/delivery profile, in-service date, or delivery location then a new bid fee is required. Bid fees must be wired to the Distribution Companies and in the percentages applicable pursuant to the instructions contained in Appendix H to this RFP. The bid fee should be wired no later than the final date for submission of proposals. No applications will be reviewed without a bid fee. Before bidders submit their proposals and bid fees, they are strongly encouraged to verify that the bid submittal meets all of the requirements of this RFP. Submission of a bid fee does not obligate the Distribution Companies to select a project. 10 If the total amount of the bid fees collected is not adequate to cover the cost of the evaluation, the Distribution Companies may either seek recovery of that shortfall through retail rates or terminate the evaluation and selection process under this RFP. If this RFP is terminated, uncommitted bid fees will be returned. In no other event will any portion of the bid fees be refunded, without regard to whether a bid is selected. 2 Bid Evaluation and Selection Criteria and Process 2.1 Introduction/Overview of the Process Review, quantitative and qualitative evaluation, and final evaluation will occur in three distinct stages. In Stage One, proposals will be reviewed to ensure that they meet eligibility and threshold requirements. In Stage Two, proposals will be evaluated based on specified quantitative and qualitative criteria. In Stage Three, the Evaluation Team will conduct further evaluation of remaining proposals to ensure selection of viable projects that provide low cost Clean Energy Generation with limited risk. The Evaluation Team reserves the right, at any stage, to disqualify and eliminate from further consideration any proposal that it reasonably believes does not meet the requirements set forth below. During any stage of the procurement process, if the Evaluation Team determines that any proposal is deficient and missing applicable information needed to continue the evaluation process, the Evaluation Team will notify the respective bidder and permit the bidder a reasonable opportunity to cure the deficiency and/ or supply the missing information. Communication between the Evaluation Team and the bidder will be governed by Section 1.6 of this RFP. 2.2 Stage One 2.2.1 Eligibility, Threshold, and Other Minimum Requirements All proposals must meet the following eligibility requirements. Failure to meet one or more of these eligibility requirements is likely to lead to disqualification of the proposal from further review and evaluation. 2.2.1.1 Eligible Bidder An eligible bidder is the owner of Clean Energy Generation or is in possession of the development rights to Clean Energy Generation. 2.2.1.2 Eligible Proposals Projects selected and under contract or in the contract negotiation and regulatory approval stage under the 2013 Renewable Energy RFP or under the 2015 Clean Energy RFP, each solicited pursuant to Section 83A of the 11 Green Communities Act as added by chapter 209 of the Acts of 2012, An Act relative to competitively priced electricity in the Commonwealth (“Section 83A”), will be determined as ineligible for this current RFP, except for projects seeking to add capacity to existing projects. The proposed Clean Energy Generation project must not participate in the Commonwealth’s Net Metering Program or the net metering program of any other jurisdiction. Pursuant to Section 83D, Clean Energy Generation resources proposed may be paired with energy storage systems. 2.2.1.3 Eligible Bid Categories Subsections 2.2.1.3(i) through 2.2.1.3(iv) below describe the categories of proposals that the Distribution Companies are seeking. All proposals, whether they include Clean Energy Generation from Incremental Hydroelectric Generation and/or new Class I RPS eligible resources, must include a commitment to interconnect to the ISO-NE Pool Transmission Facilities (“PTF”) at the Capacity Capability Interconnection Standard, as defined by ISO-NE. i. Clean Energy Generation from Incremental Hydroelectric Generation via Long Term Contract A proposal to sell Incremental Hydroelectric Generation and/or associated environmental attributes from a hydropower resource pursuant to a long-term contract must propose a price schedule for Clean Energy Generation deliveries that conforms with Section 2.2.1.4 of this RFP. The bidder must provide an annual schedule of Clean Energy Generation with its proposal. Bidders are encouraged to propose delivery profiles which they expect will add the most value for Massachusetts ratepayer, (e.g., base load or largely follows the Commonwealth’s anticipated load shape, net of intermittent resources). Incremental Hydroelectric Generation must be provided on a firm basis, and if the amount of Clean Energy Generation specified for each hour in the proposed delivery profile is not delivered, then the seller will be responsible for the payment of liquidated damages for the energy not delivered, and the associated environmental attributes not provided. 12 ii. Clean Energy Generation from New Class I RPS Eligible Resources via Long Term Contract A proposal to sell Clean Energy Generation and/or Class 1 RECs from new Class 1 RPS eligible resources through a long-term contract must propose separate prices on a price schedule for Clean Energy Generation that conforms with Section 2.2.1.4 of this RFP. The seller for a new Class I RPS eligible resource who fails to deliver energy and/or RECs as pursuant to its contract with the Distribution Company will be responsible for liquidated damages for the energy and/or associated RECs not provided. The Draft Contract for new Class I RPS eligible resources (attached as Appendix C to this RFP) contains the terms and conditions for the sale of Clean Energy Generation and RECs. iii. Clean Energy Generation and Class I RECs/Environmental Attributes via Long Term Contract from a Combination of an Incremental Hydropower Generation and New Class I RPS Eligible Resources A bidder proposing to deliver a combination of Incremental Hydroelectric Generation and new Class I RPS eligible resources must propose pricing and other information consistent with the qualifications for each type of resource as defined in subsections 2.2.1.3(i) and 2.2.1.3(ii) of this RFP. For a new Class I RPS eligible resource that is firmed up with Incremental Hydroelectric Generation, bidders must define the portion of their submitted Clean Energy Generation delivery profile that will be provided on a firm basis. If the firm delivery portion of the Clean Energy Generation delivery profile proposed by the bidder is not delivered as specified for each hour, then the seller will be responsible for the payment of liquidated damages for the energy not delivered, the associated RECs and/or environmental attributes not provided, and, as applicable, a credit for associated transmission support costs incurred. For any non-firmed portion of the proposed delivery profile, seller responsibility for liquidated damages for associated energy and/or RECs not provided will be as described in 2.2.1.3(ii) of this RFP. 13 iv. Clean Energy Generation from Incremental Hydropower Generation and/or New Class I RPS Eligible Resource with Class I RECs and/or Environmental Attributes via Long Term Contract with a Transmission Project under FERC Tariff A proposal to develop a transmission project as part of a packaged bid with Incremental Clean Energy Generation resources as defined in subsection 2.2.1.3(i),2.2.1.3(ii), and 2.2.1.3(iii) above must submit a bid that (1) complies with Section 2.2.1.4 of this RFP for the energy and/or environmental attributes and/or RECs associated with its bid and (2) provides for payment for its proposed transmission project through a FERC-accepted Rate Schedule or Tariff and Service Agreement with terms consistent with those detailed in Attachment C. The bidder must provide detailed information on the Rate Schedule or Tariff and Service Agreement, including: a. The proposed payment required. If the proposed payment may change during the contract term, then the bidder must also provide the method that the transmission owner shall use to determine the payment for the transmission project under the transmission Rate Schedule or Tariff and Service Agreement to be filed with FERC. If the proposed payment is a formula rate, then the bidder must also provide the formula that the transmission owner will file with FERC; b. If the proposed payment is based on the transmission project’s cost of service and such payment may change during the contract term based on changes in the cost of service, then a full revenue requirements model must be submitted as a working Excel spreadsheet with the formulas intact including all assumptions; c. The expected average Clean Energy Generation delivery profile across all hours of a year, including the detailed information and explanation necessary to support such an expectation. d. Sufficient documentation that will demonstrate that the bidder’s proposal is consistent with FERC precedent; and e. Provide all applicable documentation requested in Section 14 of the Bidder Response Package A bidder shall comply with any requirements concerning submission of a transmission project and the associated proposed 14 Rate Schedule or Tariff and Service Agreement for review through ISO-NE processes, including any applicable requirements related to the interconnection of the proposed transmission project to the ISO-NE system. Bidders should be aware that all bids will be assumed to include all the activities and costs required to make the delivery of the Clean Energy Generation a reality, including but not limited to the cost of any interconnection facilities and ISO-NE network upgrades needed to interconnect to the PTF using the Capacity Capability Interconnection Standard. For any proposal to develop a transmission project as part of a packaged bid, if the Clean Energy Generation is not delivered as stated in that proposal, then in addition to the liquidated damages described above, the seller and/or the transmission developer will be responsible for liquidated damages for associated transmission support costs incurred in connection with the Clean Energy Generation that is not provided. 2.2.1.4 i. Allowable Forms of Pricing Pricing for Clean Energy Generation and/or associated environmental attributes from Firm Service Hydroelectric Generation, and Clean Energy Generation from new Class 1 RPS eligible resources and or associated RECs, or proposals for RECs only from new Class 1 RPS eligible resources, must conform to the following pricing requirements: a. A proposal to sell Clean Energy Generation and associated environmental attributes from Firm Service Hydroelectric Generation pursuant to a contract must propose a price either; (i) on a $/MWh basis; or (ii) indexed at or below the ISO-NE Day Ahead or Real-Time Locational Marginal Price (“LMP”), as applicable, for a defined pricing node on the PTF annually for the term of the contract, and prices may be the same each year or change by a defined rate or amount over time. b. A proposal to sell Clean Energy Generation from New Class I RPS eligible resources and/or associated RECs must propose a price either (i) on a fixed $/MWh basis; or (ii) indexed at or below the ISO-NE Day Ahead or Real-Time LMP as applicable, for a defined pricing node on the PTF fixed prices, in $/MWh and/or $/REC annually for the term 15 of the contract. Prices may be the same each year or change by a defined rate or amount over time. ii. c. Payments must be calculated on a $/MWh or $/REC basis for actual production following delivery. No lump sum payments, pre-payments or fees shall be paid. d. Proposals including Clean Energy Generation from new Class I RPS eligible resources and RECs, or a portion thereof, must provide separate prices for such Clean Energy Generation and RECs. For such proposals, if a Distribution Company agrees to purchase both Clean Energy and RECs under a long-term contract and the RECs cease to conform to the RPS Class I eligibility criteria, the applicable Distribution Company may thereafter only pay for electric energy under that long-term contract. Pricing for Clean Energy Generation and RECs must closely align with the relative market value of those products. e. Proposals for RECs only must be priced in $/REC. f. Under the terms of the PPA, in the event that the LMP for the Clean Energy at Delivery Point is less than $0.00 per MWh in any hour, then the Buyer will purchase the Delivered Energy and/or RECs at the contract rate and Seller shall credit to Buyer, on the appropriate monthly invoice, an amount equal to the product of (i) such Clean Energy Delivered in each such hour; and (ii) the absolute value of the hourly LMP at such Delivery Point. Pricing for transmission projects as part of a bid must conform to the following pricing requirements: a. Pricing for the transmission project should be proposed separately under a FERC-filed tariff or rate schedule that is in form and substance likely to be acceptable to FERC, as determined by the Evaluation Team. b. Fixed prices are encouraged for transmission projects and pricing. Cost of service is allowed for transmission pricing proposals, however all proposals must include significant cost containment features (examples of such features include, fixed price components, cost overrun restrictions, or other cost bandwidth provisions) Bids that limit customer risk to a greater degree will be viewed more favorably. c. Transmission project proposals must provide all requested information about the transmission project costs, design, 16 vendors, and contracts described in the Bidder Response Package. All transmission project proposals must also address the terms shown in Appendix C to this RFP and cost of service proposals must provide a working Excel spreadsheet with a full revenue requirements model showing the transmission project’s cost of service during and after the contract term. Proposals must include sufficient documentation that will demonstrate that their pricing is consistent with FERC precedent. d. 2.2.1.5 The Distribution Companies are also interested in considering proposals that include a Distribution Company entitlement to all of the RECs/environmental attributes associated with a Clean Energy Generation project for the project’s life, with any cost for such entitlement amortized over the term of the Long-Term Contract and recovered only under the term of that Long-Term Contract. This proposal would only be considered as an alternative to a proposal that limits the transfer of the entitlement to the RECs and environmental attributes to the primary contract term of the Long Term Contract. A bidder offering this alternative proposal must identify any changes to the price or other terms of its proposal, and must also detail the proposed terms and conditions associated with the transfer of the entitlement to the RECs and environmental attributes after the primary term of the Long Term Contract, including for example a forecast of the project’s life, and quantity of environmental attributes to be delivered each year beyond the primary term. Bidders are not required to pay an additional bid fee for this alternative proposal. Bidder Disclosure of Affiliations and Affiliate Relationships All bidders are required to disclose any and all affiliations and affiliate relationships, joint ventures, or wholly owned subsidiaries in such detail as to allow the Evaluation Team to be able adequately determine the bidder’s corporate structure as described in Appendix B to this RFP. Bidders are required to provide complete and accurate information. Any bidder failing to provide complete and adequate information will not be considered eligible under this solicitation. In addition, bidders are required to disclose and document any and all direct and indirect affiliations and affiliate relationships, financial or otherwise, between the bidder and any of the Distribution Companies including any relationship in which any of the Distribution Companies has a financial or voting interest (direct or indirect) in the bidder or 17 the bidder’s proposed project. but are not be limited to: 2.2.1.6 These relationships would encompass, • Corporate or other joint arrangements, joint ventures, joint operations whether control exists or not; • Minority ownership (less than 50 percent (50%) investee); Joint development agreements; • Operating segments that are consolidated as part of the financial reporting process; • Related parties with common ownership; • Credit, debenture, and financing arrangements, whether a convertible equity feature is present or not; and • Wholly owned subsidiaries. Contract Term The contract term for Long-Term Contracts is defined by Section 83D as a contract for a period of 15 to 20 years. Within these statutory parameters, bidders are encouraged to make their own determination as to the product delivery terms that best fit their individual needs while meeting the applicable requirements. 2.2.1.7 Minimum Contract Size The minimum net generating capability of a generation unit is twenty (20) MW. A bidder may bid the entire production of energy and/or RECs from its proposed generation unit, or any portion of the production for its proposed generation unit, provided that if a bidder only proposes a portion of the production from its proposed generation unit, the pro rata portion of that production must be equivalent to at least twenty (20) MW (e.g., if a bidder proposes one-third of the production from its generation unit, then the generating capability of that generation unit must be at least sixty (60) MW). 2.2.1.8 Capacity Requirements A proposal must describe the amount of capacity, and the capacity commitment period, for which they expect the generation unit in their proposal to qualify under the Forward Capacity Auction Qualification (“FCAQ”) requirements set forth in Section III.13.1 of Market Rule 1 of ISO-NE’s Transmission Markets and Services Tariff and how they expect to meet those requirements. Such requirements include, among others, satisfaction of the Capacity Capability Interconnection Standard and the 18 remedying of any issues identified in the overlapping impact analysis. This FCAQ amount must be consistent with the amount that would typically be expected for similar projects of the same nameplate rating and technology type and location. The Distribution Companies will not purchase capacity under the Long-term contracts, and bidders will retain any Forward Capacity Market revenues received from ISO-NE. Notwithstanding the above, each project must include a commitment to interconnect to the PTF at the Capacity Capability Interconnection Standard. 2.2.1.9 Interconnection and Delivery Requirements The delivery of Clean Energy Generation from a generation unit must occur throughout the term of the contract. Substitution of non-Clean Energy Generation is not allowed for delivery or firming of delivery. It is the responsibility of the bidder to satisfy the delivery requirement. The delivery point must be located so that Distribution Companies are not responsible for wheeling charges to move energy to the PTF. The Distribution Companies will not be responsible for any costs associated with delivery other than the payment of the bid prices. Similarly, Distribution Companies will not be responsible for any scheduling associated with delivery. The bidder will be responsible for all costs associated with and/or arising from interconnecting its project to the PTF using the Capacity Capability Interconnection Standard and for ensuring that the Clean Energy Generation is recognized in ISO-NE’s settlement system as injected in the ISO-NE energy market at a specified and agreed upon pricing node. The Distribution Companies are seeking projects where energy is able to be delivered to their customers without material constraint or curtailment (i.e., that the project will be fully dispatched) and the bidder is obligated to demonstrate how this delivery standard is to be satisfied. Bidders must demonstrate that their proposed point of delivery into ISO-NE, along with their proposed interconnection and transmission upgrades, is sufficient to ensure full dispatch of the proposal’s Clean Energy Generation profile. Proposals must include all interconnection and transmission upgrade costs required to ensure full dispatch, including transmission upgrades that may need to occur beyond the point of interconnection. Proposals that fail to provide sufficient supporting documentation or information necessary to reasonably ensure full delivery under a range of assumptions may be eliminated from further evaluation. At no time will one or more Distribution Companies assume the 19 responsibility of Lead Market Participant, as defined by ISO-NE. A generation unit will not be eligible under this RFP if it is net-metered or behind the meter. The generation unit shall comply with all ISO-NE and FERC interconnection requirements for generation facilities and interregional ties, as applicable. The RECs and environmental attributes associated with the Clean Energy Generation must be delivered into the Distribution Companies’ NEPOOL GIS accounts. To meet this requirement, bidders must submit a plan that clearly demonstrates how Clean Energy Generation will be delivered from or by the proposed eligible project to the delivery point that is a PTF Node as outlined in Section 6 of Appendix B to this RFP. The bidder must detail the status (and conclusions, as available) of interconnection applications and studies, as further described in Section 6 of Appendix B to this RFP. All projects submitted by bidders must have filed an interconnection request with ISO-NE. Projects that have received their I.3.9 approval from ISO-NE must identify that approval and include such documentation in their proposal. Proposals that do not have I.3.9 approval from ISO-NE must include technical reports or system impact studies that approximate the ISO-NE interconnection process, including but not limited to clear documentation of study technical and cost assumptions, reasoning, and justification of such assumptions. All studies must assume the project will interconnect using the Capacity Capability Interconnection Standard, must use the current ISO-NE interconnection process (including network impact scenarios from multiple projects interconnecting), and must also detail any assumptions with respect to projects that are ahead of the proposed project in the ISO-NE interconnection queue and any assumptions as to changes to the transmission system that differ from the current ISO-NE Regional System Plan. Proposals are strongly encouraged to include a scenario analysis in their studies that shows how changes in the project interconnection queue could impact their interconnection costs using the current ISO interconnection rules. In addition, to the extent that ISO-NE is considering changes to the current interconnection rules, bidders may also submit studies using the new ISONE-proposed process. Any such studies must be accompanied with clear documentation of study technical and cost assumptions, reasoning, and justification of such assumptions. The Evaluation Team may consider such additional studies during the evaluation process if applicable, but will not consider submissions based on interconnection processes or rules that have 20 not been proposed by ISO-NE. 2.2.1.10 Proposal Completeness: Bidder Response Forms and the Draft Contracts Bidders must follow the instructions provided in Appendix B to this RFP and provide complete responses. Bidders are also required to fill out Appendix D to this RFP. Bidders are required to provide the information specified in each section of the CPPD. If any of the information requested is inconsistent with the type of technology or product proposed, the bidder should include “N/A” and describe the basis for this determination. If a bidder does not have the information requested in the bid forms and cannot obtain access to the information prior to the bid submittal due date, the bidder should provide an appropriate explanation. Appendices C-1 and C-2 to this RFP are the forms of the Draft Contracts being used in this solicitation. Bidders must include a marked version showing any proposed changes to the Draft Contracts with their bid, and it is assumed that bidders would be willing to execute the marked-up contract included in their bids. Bidders are discouraged from proposing material changes to the Draft Contracts. 2.2.1.10.1 Bid Fees Each applicant must submit the bid fee for each proposed eligible project as described in Section 1.10 of this RFP. 2.2.2 Threshold Requirements Proposals that meet all the eligibility requirements will then be evaluated to determine compliance with threshold requirements, which screen out proposals that are insufficiently mature from a project development perspective; lack technical viability; impose unacceptable financial accounting consequences for the Distribution Companies; do not satisfy the minimum requirements set forth in Section 83D; are not in compliance with RFP requirements pertaining to credit support; or fail to satisfy minimum standards for bidder experience and ability to finance the proposed project. The threshold requirements for this RFP are set forth below. 2.2.2.1 Site Control The bidder must demonstrate that it has control or an irrevocable option (conditioned only upon the payment of a reasonable amount) to acquire control over the site for its proposed generation project, including any rights necessary to access the project site. If a bid includes associated 21 transmission (other than a generator lead, which will be treated as part of the generation project for this purpose), the bidder must specifically describe the portions of the transmission route for which the bidder has control and must demonstrate, with specificity, a reasonable and achievable plan to acquire control over the remainder of the transmission route and access to that route. Control or rights to acquire control must be documented by the bidder in all of the following ways: i. Provide a site plan including a map of the site that clearly identifies the location of the generation unit site and/or transmission project route, the assumed right-of-way width, the total acreage for the generation unit, the anticipated interconnection point (or, if applicable, multiple points for a transmission project), and the relationship of the site to other local infrastructure, including transmission facilities, roadways, and water sources. In addition to providing the required map, provide a site layout plan which illustrates the location of all major equipment and facilities on the site; ii. Identify the individual deeds, leases, easements and other documents creating the right to use the generation unit site and any rights of way needed for interconnection, and/or transmission project route. The bidder may be asked to provide copies of some or all of those documents; iii. Provide evidence that the project has a right to use the generation unit site and/or transmission project route for the entire proposed term of the contract or tariff (e.g., by virtue of ownership or land development rights obtained from the owner or a lease or easement with a term that is at least as long at the proposed term of the long-term contract); iv. Provide evidence that the generation unit site and/or transmission project route is properly zoned or permitted. If the generation unit site and/or transmission project route is not currently zoned or permitted properly, identify present and required zoning and/or land use designations and permits and provide a permitting plan and timeline to secure the necessary approvals; v. Provide a description of the area surrounding the generation unit sit and/or transmission project route, including a description of the local zoning, flood plain information, existing land use and setting (woodlands, grassland, agriculture, other); and vi. For a generation unit, describe and provide a map of the proposed interconnection that includes the path from the 22 generation site or new transmission line to the PTF. Describe how the bidder plans to gain interconnection site control, and any rights that must be obtained by the interconnecting utility for that interconnection. 2.2.2.2 Technical Viability, Ability to Finance the Proposed Project The bidder must demonstrate that the technology it proposes to use is technically viable. Technical viability may be demonstrated by showing that the technology is commercially available and has been used successfully as outlined in Section 8 of Appendix B to this RFP The bidder must also demonstrate the financial viability of the proposed eligible project, including the funding of development costs and the required development period security, the reasonableness of the transmission/network upgrades project scope and cost estimates, and the ability to acquire the required equipment in the time frame proposed (see Section 5 of Appendix B to this RFP). 2.2.2.3 Experience The bidder must demonstrate that it has sufficient relevant experience and expertise, as applicable, to successfully develop, finance, construct, and operate and maintain its proposed eligible project in a cost effective manner. Development, financing and construction experience can be established by demonstrating that key member(s) of the bidder’s development team have undertaken project management responsibilities, including: 1. Successful development and construction of a similar type of project; or 2. Successful development and construction of one or more projects of similar size or complexity or requiring similar skill sets; or 3. Experience successfully financing power generation or transmission projects (or demonstrating the financial means to finance the eligible project on the bidder’s, eligible project developer’s or eligible project owner’s balance sheet). Operations and maintenance experience should be addressed as outlined in Section 9 of Appendix B to this RFP. 23 2.2.2.4 Providing Enhanced Electricity Reliability within the Commonwealth Section 83D requires that the proposed project must demonstrate that it will “provide enhanced electricity reliability within the commonwealth.” This requirement can be satisfied by bidder’s agreement to commit any qualifying capacity to ISO-NE exclusively, even if capacity is not included in its bid, as described above. Bidders may provide other demonstrations that will be considered in determining whether this threshold requirement is satisfied. 2.2.2.5 Contribution to Reducing Winter Electricity Price Spikes The project must demonstrate that the proposed project will contribute to a reduction in winter electricity price spikes. A bidder may satisfy this requirement by guaranteeing delivery during the peak winter months as well as delivering when an event is called by ISO-NE. 2.2.2.6 Avoid Line Loss and Mitigating Transmission Costs to the Extent Possible and Ensuring that Transmission Cost Overruns, if any, are not Borne by Ratepayers The proposed project must demonstrate its approach to avoiding line loss. In addition, Section 83D requires that any transmission cost overruns may not be borne by ratepayers. All proposals must demonstrate that the proposed project has sufficient safeguards to ensure that any transmission cost overruns are accounted for accordingly. In order to be considered, transmission bidders must include significant cost containment features in their proposals. Proposals that include more effective provisions that eliminate or minimize ratepayer exposure to transmission cost risks as described in this section will be evaluated more favorably throughout the evaluation process. 2.2.2.6.1 Transmission Cost Containment Section 83D requires that proposals “mitigate transmission costs to the extent possible and ensure that transmission cost overruns, if any, are not borne by ratepayers.” In order to be considered, transmission bidders must include significant cost containment features in their proposals to meet this requirement. While bidders are not limited to any particular types of cost containment, cost containment proposals may include binding commitments to adopt specified rate structures, other measures that prevent ratepayer cost exposure, and/or caps on the following: 24 project construction and capital costs, the cost of related system upgrades, costs arising from changes in interconnection processes or rules, and caps on operation and maintenance and other ongoing costs of a project. Cost containment provisions may apply differently to different types of costs, so long as the provisions are consistent with a bidder’s approach to estimating the costs of its proposal. A bidder must identify the risks associated with any project cost not subject to a cost containment feature. To the extent there are any circumstances where any specific proposed cost containment feature would not apply, a bidder shall explain such exceptions in sufficient detail to allow for a full assessment of the proposal It is the bidder’s responsibility to provide sufficient information to allow the Evaluation Team to thoroughly and reliably evaluate the details of any cost containment features proposed by the bidder. Transmission bids should include all information available (e.g., basis and assumptions for transmission cost estimates, as well as for associated system upgrade costs) to support assessment of the accuracy and reliability of the costs and/or rates proposed. As outlined in Appendix B to this RFP (bidder package), the bidder must include a detailed explanation of how its proposal mitigates transmission costs, and ensure that transmission cost overruns, if any, are not borne by ratepayers. Transmission bidders must also explain how their proposals comply with any applicable FERC precedent. The requirements in Appendix B to this RFP are minimum requirements. Transmission bidders must provide sufficient documentary support, including examples where appropriate, for their cost containment proposals to allow for a full and transparent evaluation of these proposals. 2.2.2.6.2 Abandonment Costs If a transmission project accepted under this RFP is cancelled or abandoned, or its development is otherwise discontinued (an event referred to hereinafter as “abandonment”), the bidder shall be allowed to propose to recover prudently-incurred project-related costs (“abandonment costs”) from the Distribution Companies in accordance with FERC rules and policies except that in no event may a bidder recover abandonment costs if the abandonment was caused directly or indirectly by some act or failure to act of the bidder. In consideration of entering into a long-term contract with the Distribution Companies under this RFP, bidders shall agree not 25 to seek from FERC or any other agency or authority any treatment of abandonment costs inconsistent with this provision. The evaluation process will value more favorably proposals to the extent that the proposals further eliminate or minimize ratepayer exposure to abandonment cost risk by not seeking abandonment cost recovery or including significant limitations, such as a proposal agreeing not to seek recovery for abandonment costs incurred prior to the issuance of this RFP, or a date certain to be proposed by the bidder. 2.2.2.6.3 Transmission Costs in the Absence of Energy Delivery All proposals must include a project schedule as required in the Bidder Response Package in Appendix B to this RFP. Proposals including a combination of transmission and Clean Energy Generation should propose complete critical path schedules, for both elements of the project, from the notice of selection for contract consideration to the start of commercial operations (the “Baseline Schedule”). The evaluation process will value more favorably proposals that include mechanisms to protect ratepayers from risks associated with payments for transmission costs when any associated expected Clean Energy Generation, as proposed by the bidder, is absent, reduced, or curtailed as compared to the Baseline Schedule. The Evaluation Team expects that departures from the commercial operation dates at the end of the Baseline Schedule will result in the following: 1. Transmission payments are not required either directly or indirectly, whether in the form of AFUDC, CWIP, or by any other means, prior to the transmission project actually achieving commercial operation. 2. In the event that the transmission project achieves commercial operation prior to the date that some or all of its associated generators actually begin delivering energy for transmission to the Distribution Companies, transmission payments are reduced in proportion to the shortfall, if any, in energy deliveries relative to the Baseline Schedule. The Evaluation Team will consider other mechanisms as proposed by the bidder to mitigate ratepayer risk. 26 2.2.2.7 Guaranteeing Energy Delivery in the Winter Months Section 83D requires that the proposed project must guarantee energy delivery in the winter months. Clean Energy Generation from new Class I RPS eligible resources will be required to submit a delivery profile for the Winter Peak Period based on their modeled site data as part of their CPPD form in their Bidder Response Package. Bidders will be required to guarantee that 70 percent (70%) of energy in their delivery profile of the Winter Peak Period is delivered over the course of every Winter Peak Period. Clean Energy Generation for projects containing firm service hydroelectric generation will be required to submit a delivery profile with no Winter Peak Period hour less than 60 percent (60%) of their highest annual single hourly delivery claimed in their annual delivery profile as submitted as a part of their CPPD form in their Bidder Response Package. Bidders will be required to guarantee the submitted delivery profile in all hours during the Winter Peak Period. Clean Energy Generation for projects containing new Class I RPS eligible resources firmed up with firm service hydroelectric generation resources will be required to submit (1) a delivery profile for the Winter Peak Period based on their modeled site data for the Class I RPS eligible resources, (2) a delivery profile for the proposed firm service to be firmed up with firm service hydroelectric generation, with such firm service in each hour of the Winter Peak Period required to be no less than 60 percent (60%) of their highest annual single hourly firm service delivery proposed, and (3) the resulting combined delivery profile proposed for the project, determined from the combination of the two delivery profiles described above. Bidders will be required to guarantee (1) that at least 70 percent (70%) of energy in their delivery profile for the Class I RPS eligible resources of the Winter Peak Period is delivered over the course of every Winter Peak Period, and (2) that the total delivered energy from all of the project’s resources meets or exceeds the submitted firm service delivery profile in all hours during the Winter Peak Period. Selected bidders that do not satisfy the guaranteed delivery requirements as described above for their resource type will be responsible for liquidated damages, for the energy not delivered, for the associated RECs and/or environmental attributes not provided, and, as applicable, for associated transmission infrastructure support costs. 27 2.2.2.8 Adequately Demonstrate Project Viability in a Commercially Reasonable Timeframe A bidder must demonstrate that its proposal can be developed, financed, constructed and technically viable within a commercially reasonable timeframe. A proposal that does not have a reasonable schedule that provides sufficient time for the application for, and receipt of, necessary permits and approvals may be determined not to have satisfied this threshold requirement. In addition, a proposal that is determined to have a “fatal flaw” such that it will be unable to obtain permits or property rights necessary to finance and construct the proposed project may be determined not to have satisfied this threshold requirement. 2.2.2.9 Contribution to Employment; Economic Development Benefits Section 83D requires that, where feasible, a proposed project demonstrate that it creates additional employment and economic development in the Commonwealth. This requirement can be satisfied by a showing of: 1. Direct employment benefits associated with the proposed project; 2. Indirect employment benefits associated with the proposed project; or 3. Other economic development benefits associated with the proposed project. The Evaluation Team will consider a broad range of other economic development benefits that could be achieved by a proposed project, including, for example, creating property tax revenues, and providing Clean Energy Generation at lower costs than other potential projects, and potential environmental benefits to ratepayers. 2.2.2.10 Utilizing an Appropriate Tracking System to Account and Enable for GWSA Goals The proposed project must demonstrate that it will utilize an appropriate tracking system to ensure a unit specific accounting of the delivery of clean energy, to enable the Department of Environmental Protection, in consultation with the DOER, to accurately measure progress in achieving the Commonwealth’s goals under Chapter 298 of the Acts of 2008 or Chapter 21N of the General Laws. 28 Additionally, in accordance with Section 83D, the Distribution Companies shall settle or reserve any environmental attributes associated with firm service hydroelectric generation. 2.2.2.11 Security Requirements Proposals that are selected will be required to post security. The required level of security for contracts for RPS Class I Renewable Generation Units is $20,000 multiplied by the Contract Maximum Amount (as defined in the Draft Contract, Appendix C to this RFP) in MW for the generation unit. 50 percent (50%) of the security must be provided at the time of contract execution. The remaining 50 percent (50%) of the security must be provided upon regulatory approval of the contract. Security will be promptly returned if the applicable regulatory agency does not approve the contract. The required level of security for a contract for firm Clean Energy Generation from a hydropower resource is similar to that for RPS Class I Renewable Generation Units. However, additional security may be required after regulatory approval is received. If the Buyer’s market exposure over the ensuing sixty (60) contract months exceeds the Seller’s unsecured credit limit, then additional security to cover the excess Buyer’s market exposure will be required. The Seller’s unsecured credit limit will be based on the Seller’s (or Guarantor’s) credit ratings. The required level of Security for Transmission Projects is $10,000 per MW. Fifty percent (50%) of the Security must be provided within five business days after the eligible bidder has been notified that it has been selected to file a Rate Schedule or Tariff and Service Agreement with FERC. The remaining fifty percent (50%) of the Security must be provided upon FERC acceptance of the Rate Schedule or Tariff and Service Agreement. Security will be promptly returned if agreement is not reached on the Rate Schedule or Tariff and Service Agreement or if they are not accepted by FERC. The Distribution Companies will not provide security under any circumstances. The required security must be in the form of a cash deposit or a letter of credit from a U.S. commercial bank or the U.S. branch of a foreign bank, in either case having (x) assets on its most recent balance sheet of at least $10 billion and (y) a credit rating of at least A2/A. More detail on the security requirements is included in the Draft Contracts. 29 2.2.2.12 Unreasonable Balance Sheet Impacts A Distribution Company may decline to pursue a proposal if the proposal’s terms and conditions would require the contract obligation to place an unreasonable burden on the Distribution Company’s balance sheet. However, Distribution Companies are required to take all reasonable actions to structure their contract pricing or administration for the products purchased to mitigate impacts on the balance sheet or income statement of the Distribution Company or its parent company, subject to approval of the DPU. Mitigation of these measures must not increase costs to ratepayers. Each Distribution Company retains the right to make such a determination based upon the evaluation of particular proposals. 2.2.2.13 Facilitate Financing of Clean Energy Generation Proposals that seek to qualify for consideration under Section 83D must demonstrate that the proposal advances the goal of Section 83D for the selection of cost-effective long-term contracts that facilitate the financing of Clean Energy Generation or associated transmission projects. The bidder should specify how a long-term contract resulting from this RFP process would either permit it to finance its proposal that would otherwise not be financeable or assist it in obtaining financing of its proposal. 2.3 Stage Two—Quantitative and Qualitative Analysis Proposals that meet the requirements of Stage One will be subject to a quantitative and qualitative analysis in Stage Two. The results of the quantitative and qualitative analysis will be a relative ranking and scoring of all proposals. Stage Two scoring will be based on a 100-point scale. Proposals will be scored with up to 75 points for quantitative factors and up to 25 points for qualitative factors for purposes of conducting the Stage Two evaluation. 2.3.1 Evaluation Using Quantitative Evaluation Criteria The quantitative evaluation will take place in multiple steps. To begin, a screening process wherein the Evaluation Team will compare proposals directly and determine whether one or more proposals are not economically competitive when compared to other proposals. If the consensus view of the Evaluation Team is that one or more proposals are not sufficiently economically competitive based upon an objective benchmark to be selected irrespective of qualitative evaluation results or indirect benefits, then such proposals will not proceed to the quantitative evaluation. 30 Proposals that proceed to the quantitative evaluation will be evaluated on their direct and indirect economic and environmental costs and benefits based on a combination of their direct contract price cost and benefits and other costs and benefits to retail customers where applicable, including but not limited to impacts on electricity markets, contribution to reducing winter electricity price spikes, and other winter or summer peak electricity market benefits. 2.3.1.1 Direct Contract Costs & Benefits Proposals will be evaluated on both direct contract price costs and benefits and other costs and benefits as outlined below to retail consumers. Direct contract price costs and benefits for evaluation may include, but may not be limited to: i. Clean Energy Generation will be evaluated on a mark-tomarket comparison of the price of any eligible Clean Energy Generation under a contract to projected market prices at the delivery point with and without the project inservice; ii. New RPS Class I eligible resources will be evaluated using a mark-to-market comparison of the price of any RPS Class I eligible RECs under a contract to their projected market prices at the delivery point with and without the projected in-service date; and iii. For proposals that include transmission facilities, the cost of the transmission, including associated interconnection and upgrade costs, and expected benefits, if any, of revenue from sales of excess transmission capacity. 2.3.1.2 Other Costs & Benefits to Retail Consumers The quantitative evaluation process will include an evaluation of additional economic and environmental costs and benefits of the proposals to customers in the Commonwealth, which may include, but may not be limited to: i. The impacts of changes in LMP paid by customers in the Commonwealth and/or impact on production costs; ii. The environmental attributes of generation from Incremental Hydroelectric Generation and new Class I RPS eligible resources will be evaluated using an economic 31 proxy value for their contribution to GWSA requirements, as determined by the Evaluation Team; iii. Additional impacts, if any, from the proposal on the Commonwealth’s GHG emission rates and overall ability to meet GWSA requirements; iv. The economic impacts associated with resource firmness; and v. Indirect impacts, if any, for retail customers on the capacity or ancillary services market prices with the proposed project in service; The reference case system topology will be based on the 2016 ISO New England Capacity, Energy, Load and Transmission (“CELT”) report. At the Evaluation Team’s option, the evaluation may use representative projects to estimate the indirect benefits of projects that are bid that are very similar in technology type, size and delivery location. The evaluation process will include an evaluation of benefits using the outputs from an electric market simulation model. 2.3.1.3 Quantitative Evaluation Metrics The quantitative evaluation will use a multi-year net present value analysis to preliminarily rank all projects that pass the initial screening (described in Section 2.2.1 of this RFP). For purposes of computing the net present value, a discount factor consisting of a weighted average value of the Distribution Companies cost of capital will be used. The Clean Energy Generation production profile provided by the bidder will be evaluated for reasonableness. The Evaluation Team and the Evaluation Team Consultant will also evaluate the reasonableness of transmission cost estimates, including estimates associated with transmission system upgrades, cost-of-service ratemaking, or modified cost-of-service ratemaking. It is the bidder’s responsibility to provide support for the basis for all estimates and underlying assumptions. The Evaluation Team reserves the right to modify any bidder production profile or estimated cost (i.e., use a different profile or estimated cost from that provided by the bidder, or additional transmission system upgrade costs that may be required to ensure full delivery of energy and RECs or environmental attributes to the Distribution Companies) or any other estimate in order to produce a reasonable and appropriate evaluation. Proposals that fail to provide sufficient supporting documentation or information necessary to produce a reasonable and appropriate evaluation may be eliminated from further evaluation. 32 2.3.2 Qualitative Evaluation The qualitative evaluation will consist of the factors mandated by Section 83D as well as factors deemed important by the Evaluation Team as detailed below. i. Overall Project Viability  Experience and capability of the bidder and eligible project team including, any associated transmission development team, including experience in the ISO-NE market.  Credibility of project schedule and ability to achieve commercial operation date.  Demonstrated progress in the interconnection process and credibility of interconnection schedule.  Credibility and status of project cost estimates and financing plan.  Status and completeness of project community relations plan ii. Operational viability: including credibility of fuel plan or energy resource plan and production profile, risk of curtailment, reliability of proposed technology, and commercial access to proposed technology. iii. Extent to which the project can support the Commonwealth’s GWSA requirements by delivering Clean Energy Generation and/or RECs or environmental attributes on or before January 1, 2020. iv. Siting and Permitting v.  Extent to which site control has been achieved, as defined by Section 2.2.2.1 of the RFP.  Identification of required federal, regional, state, and local permits.  Status and credibility of plan to obtain required permit approvals, including the extent to which opposition to the project materially affects the ability of the project to obtain timely final approval. Reliability Benefits 33 vi. vii.  Ability to provide enhanced electricity reliability within the Commonwealth.  Contribution to reducing winter electricity price spikes.  Extent to which the proposal guarantees energy delivery in the winter months.  Extent to which the proposal is likely to provide benefits to forward capacity market.  Extent to which the proposal is likely to provide benefits in the ancillary service market.  Extent to which the proposal provides ISO-NE with operating flexibility benefits  Extent to which the proposed project for Clean Energy Generation is to be paired with energy storage systems. Benefits, Costs, and Contract Risk  Extent to which project scope, including interconnection upgrades and costs are known or estimates are reasonable.  Extent to which pricing is firm and/or the cost containment measures effectively limit cost risk for customers.  Extent to which the bidder accepts provisions of the Draft Contracts and/or illustrative terms for a transmission project or shifts risk to buyers and their customers.  Extent to which the bidder has been transparent in describing proposed contract, project costs and tariff and rate terms. Environmental Impacts from Siting  Extent to which a project demonstrates that it avoids or mitigates, to the maximum extent practicable, impacts to natural resources, including but not limited to conservation lands and/or public or private conservation easements.  viii. Extent to which the project avoids or mitigates to the maximum extent practicable potential environmental impacts from siting including but not limited to co-location or siting with compatible existing infrastructure or within existing utility corridors, roads, railways, or other developed corridors. Economic Benefits to the Commonwealth 34  Demonstrated ability to create and foster employment and economic development in the Commonwealth.  Extent to which proposals combine new Class I renewable portfolio eligible resources and firm hydroelectric generation and demonstrate a benefit to low-income ratepayers in the Commonwealth without adding cost to the project. The quantitative evaluation may be conducted before the qualitative evaluation, and the Evaluation Team may elect not to conduct the qualitative evaluation for any proposal that could not be selected based upon the quantitative results even if it received the maximum possible qualitative score. It is expected that not all proposals will pass to Stage Two and that not all proposals evaluated in Stage Two will proceed to Stage Three and ultimately contract negotiation. The Evaluation Team will determine which proposals proceed to Stage Three following the Stage Two evaluation based on the following considerations: (1) the rank order of the proposals at the end of the Stage Two evaluation; (2) the cost effectiveness of the proposals based on the Stage Two quantitative evaluation; and (3) the total annual MWh/year quantities of the proposal(s), relative to the annual procurement target 2.4 Stage Three—Portfolio Analysis In Stage Three the Evaluation Team will evaluate the remaining proposals based on the Stage Two evaluation criteria and, at their discretion, the following additional factors: o Portfolio effect:  Overall impact of various portfolios of proposals on the Commonwealth’s policy goals, as directed by the DOER, including GWSA goals  Overall cost effectiveness of various portfolios of proposals o Risks associated with project viability of the proposals o Any risks to customers that may be associated with projects proposing to recover transmission costs through transmission rates not fully captured in the Stage Two evaluation o Any benefits to customers that may not have been fully captured in the Stage Two evaluation o Any other considerations, as appropriate, to ensure selection of the proposal(s) which provide the greatest impact and value consistent with the stated objectives and requirements of Section 83D, as set forth in this RFP 35 In order to provide greater assurance that this RFP will lead to successful results, the Evaluation Team believes that a Stage Three evaluation process that uses the Stage Two evaluation results as a guide and provides for a reasonable degree of considered judgment by the Evaluation Team based on the criteria specified in this RFP is an important part of this RFP bid evaluation and selection process. The objective of the Stage Three is to select the proposal(s) that provide the greatest impact and value consistent with the stated objectives and requirements of Section 83D, as set forth in the RFP. Generally, the Evaluation Team prefers viable projects that provide low cost Clean Energy Generation with limited risk. However, the Evaluation Team recognizes that any particular project may not be ranked highly with respect to all of these considerations and the extent to which the stated RFP objectives will be satisfied will depend, in large part, on the particulars of the proposals that are submitted. Under Section 83D, if the Distribution Companies are unable to agree on the selection of proposals among themselves, then the DOER in consultation with the Independent Evaluator shall make the final binding determination of the winning bid(s). 2.5 Contracting/Tariff Process 2.5.1 Contracts Bidders will be notified whether they have been selected to negotiate a long-term contract with one or more of the Distribution Companies. The bidders will enter into separate long-term contracts with one or more Distribution Companies at the discretion of the Distribution Companies. If a proposal is selected by the Distribution Companies then the Distribution Companies will negotiate to contract for their load ratio share. Contract finalization between the selected bidders and the Distribution Companies may occur on a rolling basis throughout the 270-day period during which the proposals are valid. 2.5.2 Transmission Tariffs Selected bidders whose projects include transmission projects will file any necessary Rate Schedules or Tariff and Service Agreements with FERC pursuant to Section 205 of the Federal Power Act. Any allocation of the transmission projects among the Distribution Companies will be based upon their load ratio percentage. 2.6 Regulatory Approval The Distribution Companies’ obligations to procure Clean Energy Generation are conditioned upon approval of the Rate Schedules, and Tariffs and associated cost recovery by the DPU. Once the parties have executed a long-term contract, the 36 Distribution Companies shall submit the executed long-term contract to the DPU for approval. In the case of federal transmission rates, such charges are subject to the review and approval of FERC pursuant to the Federal Power Act. The Distribution Companies’ obligations under such rate schedules are also conditioned upon approval of the associated cost recovery by the DPU. It is the bidder’s responsibility to identify and obtain all required regulatory approvals from the appropriate regulatory authorities. Any bidder requiring regulatory approval by a certain deadline must state that deadline in its proposal, and that deadline will be considered in assessing the overall viability of the eligible project. 2.6.1 DPU Regulatory Process Under Section 83D the obligations of the Distribution Companies and the successful bidders to perform under each long-term contract shall not become effective or binding until receipt of the approval of the DPU as described in Section 2.6 of this RFP. After a Distribution Company and successful bidder have executed a long-term contract that satisfies the requirements of Section 83D as a result of this RFP process, the Distribution Companies intend to submit the proposed long-term contract to the DPU for review and approval within 45 days of execution, unless circumstances require a longer period to prepare the DPU filing materials. The DPU has promulgated regulations at 220 C.M.R. § 24.00, et seq., setting forth the criteria for its review pursuant to the requirements of Section 83D. When evaluating a proposed long-term contract under Section 83D, the DPU will consider the recommendations of the AGO, which must be submitted to the DPU within 45 days of the filing of the proposed contact. Once the DPU issues a decision approving a Distribution Company’s request for approval of an executed long-term contract under Section 83D, the Distribution Company shall have five (5) business days after the appeal period has elapsed and after any motions or appeals are resolved to review the form and substance of the DPU’s approval. Each Distribution Company shall have the opportunity to terminate the long-term contract if the DPU’s approval contains terms or conditions that are deemed to be unsatisfactory to the Distribution Company, in its sole discretion. Terms or conditions that may be unsatisfactory include but are not limited to denial of annual remuneration of up to 2.75 percent of the annual payments under the long-term contract, which is required by Section 83D and is intended to compensate the Distribution Company for accepting the financial obligation of the long-term contract at issue. 37 2.6.2 FERC Any FERC-jurisdictional Rate Schedule or Tariff and Service Agreement agreed upon by the applicable Distribution Companies will be filed with FERC under Section 205 of the Federal Power Act. FERC must accept the filing before the Rate Schedule or Tariff and Service Agreement can become effective. 2.7 Contract Negotiation Process Bidders selected for negotiations by the Distribution Companies will be required to indicate in writing to the Distribution Companies whether they intend to proceed with their proposals within 5 business days of being notified. Bidders must be able to begin negotiations immediately upon that notification, including the resolution of any conflicts that their selected counsel may have with any of the Distribution Companies. As previously noted, the Distribution Companies expect to coordinate their negotiation of long-term contracts with individual bidders, although there will be differences in the contracts that are specific to the contracting practices of each Distribution Company. The bidders will enter into separate long-term contracts with each Distribution Company with which they contract. The total energy and/or RECs included in a successful bid will be allocated among the Distribution Companies based upon their total distribution loads in Massachusetts. The Distribution Companies reserve the right to seek improvements (including reduced prices) during the negotiations process with selected bidders. 3 Instructions to Bidders 3.1 Schedule for the Bidding Process The proposed schedule for the bidding process is set forth in Chart 1. Any changes to the schedule up to and including the due date for submission of proposals will be posted at the Distribution Companies website, MACleanEnergy.com. The Evaluation Team reserves the right to revise the schedule as necessary. In addition, the Evaluation Team reserves the right to establish a schedule that is different than the one set forth in this RFP. 38 Chart 1 RFP Schedule Event Issue RFP Bidders Conference Deadline for Submission of Questions Submit Notice of Intent to Bid Due Date for Submission of Proposals Selection of Projects for Negotiation Negotiate and Execute Long Term Contracts Submit Long Term Contracts for DPU Approval Dates March 31, 2017 April 25, 2017 May 2, 2017 May 2, 2017 July 27, 2017 January 25, 2018 March 27, 2018 April 25, 2018 3.2 Bidders Conference; Bidder Questions; Notice of Intent to Bid A Bidders Conference will be held for interested persons approximately two weeks after the final RFP document is posted on MACleanEnergy.com. The purpose of the Bidders Conference is to provide the opportunity to clarify any aspects of this RFP. Prospective bidders are encouraged to submit questions about this RFP to the Evaluation Team on or before the deadline for submission of questions listed in the schedule. The Evaluation Team will answer questions submitted by that deadline by posting the questions and answers at MACleanEnergy.com. The Evaluation Team will also accept written questions pertaining to the RFP following the Bidders Conference up to the date set forth in Chart 1. Both the questions and the written responses will be posted on the RFP website (without identifying the bidder who asked the question). Although the Evaluation Team may respond orally to questions posed at the Bidders Conference, only written answers that are provided in response to written questions will be official responses. Prospective bidders are encouraged to submit a Notice of Intent to Bid form within 32 days, which is attached as Appendix A to this RFP. Please submit the Notice of Intent to bid to marfp83d@gmail.com. The Evaluation Team will endeavor to email updates regarding this RFP to prospective bidders who submit a Notice of Intent to Bid. This does not relieve bidders of their responsibility to check the website for news and updates. Prospective bidders who submit a Notice of Intent to Bid are not obligated to submit a proposal, and proposals will be accepted from bidders who do not submit a Notice of Intent to Bid. Any Notices of Intent to Bid submitted will be made public to encourage potential bidders to match Clean Energy Generation projects with transmission in combination proposals. 39 3.3 Preparation of Proposals Each bidder shall have sole responsibility for carefully reviewing this RFP and all attachments hereto and for thoroughly investigating and informing itself with respect to all matters pertinent to this RFP and its proposal, including pertinent ISO-NE tariffs and documents, market rules and other information. Bidders should rely only on information provided in this RFP and any associated written updates when preparing their proposals. Each bidder shall be solely responsible for and shall bear all of its costs incurred in the preparation of its proposal and/or its participation in this RFP. Submission of proposals including confidential information shall be filed in accordance with Section 1.7 of the RFP. 3.4 Organization of the Proposal Bidders are required to organize their proposal consistent with the contents of the Response Package in Appendix B to this RFP. The organization and contents of the proposal should be organized as follows: 1. Certification, Project and Pricing Data (CPPD form) 2. Executive Summary of the Proposal 3. Operational Parameters 4. Energy Resource and Delivery Plan 5. Financial/Legal 6. Siting, Interconnection, and Deliverability 7. Environmental Assessment, Permit Acquisition Plan and New Class I RPS Certification 8. Engineering and Technology; Commercial Access to Equipment 9. Operation and Maintenance 10. Project Schedule 11. Project Management/Experience 12. Emissions 13. Contribution to Employment and Economic Development and Other Direct and Indirect Benefits 40 14. Additional Information Required for Transmission Projects (and All System Upgrades) 15. Exceptions to Form PPA or Variations from the Proposed Tariff Requirements 3.5 Updates to the Proposal Bidders will not be presented with a general opportunity to refresh proposals but bidders may provide new information (e.g., the status of obtaining permits and financing) to the Evaluation Team about the eligible project that was not available at the time of proposal submission. These updates are for informational purposes only and will not be treated as a change or revision to the terms of the bidder’s proposal by the Evaluation Team. If there are any material changes, including pricing, that affect the validity of the bidder’s proposal, it is the responsibility of the bidder to provide that information to the Evaluation Team. The Evaluation Team reserves the right to consider these material changes during evaluation. 3.6 Modification or Cancellation of the RFP and Solicitation Process Unless otherwise prohibited, the Distribution Companies may, at any time up to final award, postpone, withdraw and/or cancel this RFP; alter, extend or cancel any due date; and/or, alter, amend, withdraw and/or cancel any requirement, term or condition of this RFP, any and all of which shall be without any liability to DOER, the Independent Evaluator, and the Distribution Companies. By submitting a bid, a bidder agrees that the sole recourse that it may have with respect to the conduct of this RFP is by submission of a complaint or similar filing to the DPU in a relevant docket pertaining to this RFP. Additionally, a bidder agrees to take no indirect action inconsistent with the foregoing limitation. 3.7 Requests for additional information Following the submission of proposals, the Evaluation Team or the Independent Evaluator may request clarification and additional information from bidders at any time during the evaluation process. Such information will be subject to public posting and protection of confidential information as described elsewhere in this RFP, consistent with other bid submission materials. Bidders that do not respond promptly to such information requests or do not provide adequate information may be eliminated from further consideration or have the information in their proposals modified by the Evaluation Team and the Evaluation Team Consultant to produce a reasonable and appropriate evaluation. 3.8 Limitation for Liability Neither this RFP nor any other aspect of this solicitation shall create an agency, partnership, joint venture, or co-tenancy relationship among the members of the 41 Evaluation Team or any other individuals or entities involved in the development or administration of this RFP (collectively, the “RFP Parties”), nor any other relationship or liability beyond those (if any) explicitly adopted in writing and executed by authorized representatives of the applicable RFP Parties. None of the RFP Parties shall be liable for any act or omission of any other RFP Party. Neither this RFP nor any other aspect of this solicitation creates or is intended to create third-party beneficiaries hereunder. In no event will an RFP Party be liable to any person for special, incidental, punitive, exemplary, indirect or consequential damages or lost profits, whether by statute, in tort or contract or otherwise APPENDIX A NOTICE OF INTENT TO BID Company Name: ___________________________________________________________ Project Name: ___________________________________________________________ Contact Person Information: Name Title/Position Mailing Address Telephone Number Fax Number Email Address Project Size (MW/KV)___________________________________________________________ Project Location: ___________________________________________________________ Estimated Commencement of Construction Date (Month-Year): _________ Estimated Commercial Operation Date (Month-Year): _________ Authorized Signature:__________________________________________________________ Title ___________________________________________ Date ________________________ Bidders should send the Notice of Intent to Bid Form to marfp83D@gmail.com B-1 APPENDIX B PROPOSAL SUBMISSION INSTRUCTIONS All proposals shall be submitted in accordance with Section 1.7 of the RFP. Proposals should be organized into the following Sections: 1. Certification, Project and Pricing Data (CPPD form) 2. Executive Summary of the Proposal 3. Operational Parameters 4. Energy Resource and Delivery Plan 5. Financial/Legal 6. Siting, Interconnection, and Deliverability 7. Environmental Assessment, Permit Acquisition Plan and New Class I RPS Certification 8. Engineering and Technology; Commercial Access to Equipment 9. Operation and Maintenance 10. Project Schedule 11. Project Management/Experience 12. Emissions 13. Contribution to Employment and Economic Development and Other Direct and Indirect Benefits 14. Additional Information Required for Transmission Projects (and All System Upgrades) 15. Exceptions to Form PPA or Variations from the Proposed Tariff Requirements Directions for each section are outlined below. Each section must be filled out in its entirety B-2 with all of the supporting information requested. If any section is not applicable it should be so stated with a full explanation. 1. CERTIFICATION, PROJECT AND PRICING DATA The Certification, Project and Pricing Data (“CPPD”) document is a Microsoft Excel workbook that is provided on the website at www.MACleanEnergy.com. The CPPD must be submitted as a working Microsoft Excel file. Parties may also submit a signed PDF in addition to the working Microsoft Excel file. The CPPD document has six parts, listed below. If the bidder provides information in other sections of its proposal that conflicts with the information provided in the CPPD, the CPPD shall be considered to contain the governing and binding information for both the evaluation and any resulting contract offer.1 The bidder may provide up to five different offers on terms and/or pricing (e.g., 10 year and 15 year) for the same facility, which should be submitted on a single CPPD. All bids must include the appropriate bid fees as described in the body of the RFP in section 1.10 or the bid will be considered not eligible for consideration. Part I Guidelines and Instructions for completing the spreadsheet Part II Proposal Certification Form Part III Bid and Contact Information Information includes term, pricing type and contact information. Part IV Project Information Throughout this document, Project means all physical aspects of the bid, including generation facilities, transmission lead lines to move power to the grid, transmission proposals, and mandatory and voluntary transmission system upgrades. Information includes actual or expected Commercial Operation Date, size, output, dates, technology, location, delivery point, capacity factor, percentage entitlement, contract maximum amount and other technical information. Part V Pricing Information Information includes annual peak and off-peak contract energy by contract year and corresponding prices, and, where applicable, RECs by contract year and corresponding prices, and alternative pricing. Information for up to five offers is input on five separate worksheets in the CPPD. 1 One exception is that if operational information in Part VI of the CPPD conflicts with information elsewhere in the proposal or information otherwise known the energy production information in Part VI of the CPPD may be modified in conducting the price evaluation. B-3 Part VI Operational Information Information regarding projected deliverables for Eligible Facilities. 2. EXECUTIVE SUMMARY OF THE PROPOSAL (INCLUDING THE BASE PROPOSAL AND ANY ALTERNATIVE PROPOSALS) The bidder is required to provide an executive summary of the project proposal that includes a complete description of the proposed generation and/or transmission bid, the proposed contract term and pricing schedule, and other factors the bidder deems to be important. 3. OPERATIONAL PARAMETERS 3.1 Maintenance Outage Requirements – Specify partial and complete planned outage requirements in weeks or days for all generation facilities and transmission facilities. Also, list the number of months required for the cycle to repeat (e.g., list time interval of minor and major overhauls, and the duration of overhauls). 3.2 Operating Constraints – Specify all the expected operating constraints and operational restrictions for the project (i.e., limits on the number of hours a unit may be operated per year or unit of time). If the bid includes firm deliveries, list the anticipated situations and frequency of interruptions of transmission sources which would affect power deliveries. 3.3 Reliability – Describe how the proposal would provide enhanced electricity reliability to Massachusetts, including its impact on transmission constraints. 3.4 Moderation of System Peak Load – Describe how the proposal would contribute to moderating system peak load requirements and provide the following information: 3.5 i) Estimated average output for each summer period (June- September) from 1:00 - 6:00 pm ii) Estimated average output for each winter period (October-May) from 5:00 – 7:00 pm Development Stage of all physical aspects of the bid – Describe whether the project is in operation, in construction or in the development phase. (a) If in operation, when did the project achieve commercial operation (b) If in construction, when did construction commence and what are the projected dates for initial testing and commercial operation. (c) If the project is partly in one development stage and partly in another, please explain in detail the status of the project. B-4 If the proposed project is an expansion, repowering, environmental investment or other modification of an existing Facility, please describe the project in detail, the total cost and cost on a $/kW basis specifying the existing project and the proposed expansion, repowering or other modification. Indicate any incremental or decremental capacity. 4. ENERGY RESOURCE AND DELIVERY PLAN 4.1 Energy Resource Plan For Eligible Facilities, the bidder is required to provide an energy resource or fuel supply plan for its proposed project, including supporting documentation. The fuel supply/energy resource profile information should be consistent with the type of technology/resource option proposed and the term proposed. The information requested is organized according to the type of project or energy resource. Bidders should respond to all information requests which are relevant to the bid in a timely manner. Wind Energy Projects Provide a summary of all collected wind data for the proposed site. Identify when the data was collected and by whom. Indicate where the data was collected and its proximity to the proposed site. Include an identification of the location and height for the anemometers that were used to arrive at an assessment of the site generation capability. Provide (a) at least one year of hourly wind resource data, and (b) a wind resource assessment report from a qualified unaffiliated third-party wind resource assessment firm. Include an analysis of the available wind data which addresses the relationship between wind conditions and electrical output. Provide a projection of net annual energy production, including projections of average net hourly energy production, based on the wind resource data (a 12 x 24 energy projection) at both P50 and P90 levels. Provide a site-adjusted power curve. Each curve should list the elevation, temperature and air density used. Identify the assumptions for losses in the calculation of projected annual energy production, including each element in the calculation of losses. If your bid includes a delivery forecast which is substantially different than NREL data would suggest, please reconcile the differences. Landfill Gas Provide a gas production forecast for each landfill. Provide a table that shows the annual, B-5 monthly and hourly projection of gas flow and energy export from each landfill. Provide supporting data that illustrates the expected generation from each landfill based on the projected gas production. Describe any contingencies or constraints that could affect the availability of fuel or the energy resource for the project and any contingency plans for meeting projected generation levels. If the landfill gas is provided by pipeline, provide information related to gas pipeline delivery, including gas pipeline interconnection points of the landfills delivering the gas into the pipeline system. Biomass Describe specifically how the project will conform to the Massachusetts biomass laws and regulations M.G.L. c. 25A, § 11F, and 225 CMR 14.00. Provide a resource assessment of available biomass fuel for the proposed project and its proximity to the project site. Provide a plan for obtaining the biomass fuel, including a transportation plan. Provide any contracts or letters of intent to acquire and transport the biomass fuel. Demonstrate that projected energy output for the project over the term of the contract is consistent with the energy supply available. Describe any contingencies or constraints that could affect the availability of fuel or the energy resource for the project and any contingency plans for meeting projected generation levels. Solar Provide an assessment of the available solar incidence or resource. Describe any trends in generation capability over time (i.e., annual decline rate of expected output). Describe the methodology used to generate the projected generation and describe the in-house or consulting expertise used to arrive at the generation estimates. Hydropower Describe the project characteristics in terms of water flow (on a monthly basis) and head, and state the assumptions regarding seasonal variations, and a conversion of such flow into megawatts and megawatt-hours. Provide monthly flow duration curves based upon daily stream flow records. B-6 Identify if the project is run-of-river or has storage capability. Specify if the project is new, or if the project is an expansion of an existing facility. Describe why the generation proposal qualifies as Incremental Hydropower Generation. If the entire project is not new, specify the amount of power provided to or sold into the ISO-NE market during 2014, 2015, and 2016. Provide information which demonstrates that the resources and transmission capacity described in your proposal are capable of providing an increase in the amount of such power compared to the average power deliveries in ISO-NE over those three years. The bidder must disclose in its bid how it proposes to certify that the environmental attributes are included with the energy delivered. Other information as required to describe the energy resource plan Identification of fuel supply (if applicable) What is the availability of the fuel supply? Does the bidder have any firm commitments from fuel suppliers? If so, please provide a copy of any agreements with confidential information redacted if necessary. 4.2 Clean Energy Generation Delivery Plan Please provide documentation that any clean energy plan delivery plan that includes hydroelectric generation meets the definition of “Incremental Hydroelectric Generation” as defined in the body of the RFP Please provide an energy delivery plan and profile for the proposed project, including supporting documentation. The energy delivery profile must provide the expected Clean Energy Generation to be Delivered into the ISO-NE market settlement system and permit the Evaluation Team to determine the reasonableness of the projections for purposes of Sections 2.2.1.3 Eligible Bid Categories and 2.2.1.7 Minimum Contract Size of the RFP. Such information should be consistent with the energy resource plan provided above and also considering any and all constraints to physical delivery into ISONE. Clean Energy Generation for projects containing new Class I eligible resources only must comply with Section 2.2.2.7 of the RFP. They must submit a delivery profile guaranteeing 70% of the energy in their delivery profile for the Winter Peak Period over the course of every Winter Peak Period on the CPPD form in their bidder response package. B-7 Clean Energy Generation for projects containing firm service hydroelectric generation, and Clean Energy from new Class I RPS eligible resources paired with firm service hydroelectric generation must comply with section 2.2.2.7 of the RFP. They will be required to submit a delivery profile with no Winter Peak Period hour less than 60% of their highest annual single hourly delivery claimed in their annual delivery profile as submitted as a part of their CPPD form in their bidder response package. Bidders will be required to guarantee the submitted delivery profile in all hours during the Winter Peak Period. Bidders should supply any studies performed to support this profile. Bidders should respond to all information requests which are relevant to the bid in a timely manner. 4.3 REC/Environmental Attribute Delivery Plan Please provide documentation demonstrating that the project will Deliver GIS Certificates representing those RECs or Environmental Attributes. For projects located outside of the ISO-NE control area, describe how the Delivered energy and associated RECs or Environmental Attributes will satisfy NEPOOL-GIS rules for the Delivery of GIS Certificates. 5. FINANCIAL/LEGAL Bidders are required to demonstrate the financial viability of their proposed project. Bidders should provide the following information: 5.1 Each bidder is required to submit information and documentation that demonstrates that a long term contract resulting from this RFP Process would either permit the bidder to finance its proposal that would otherwise not be financeable, or assist the bidder in obtaining financing of its proposal. 5.2 Please provide a description of the business entity structure of the bidder’s organization from a financial and legal perspective, including all general and limited partners, officers, directors, managers, members and shareholders, involvement of any subsidiaries supporting the project, and the providers of equity and debt during project development. Provide an organization chart showing the relationship between the equity and debt participants and an explanation of the relationships. For jointly owned facilities, identify all owners and their respective interests, and document the Bidder’s right to submit a binding proposal. 5.2 For projects that include new facilities or capital investment, provide a description of the financing plan for the project, including construction and term financing. The financing plan should address the following: i. Who will finance the project and the related financing mechanism or mechanisms that will be used (i.e. convertible debenture, equity or other) including repayment schedules and conversion features B-8 ii. The project’s existing initial financial structure and projected financial structure iii. Expected sources of debt and equity financing iv. Estimated construction costs v. The projected capital structure vi. Describe any agreements, both pre and post commercial operation date, entered into with respect to equity ownership in the proposed project and any other financing arrangement. In addition, the financing plan should address the status of the above activities as well as the financing of development and permitting costs. All bidders are required to provide this information. 5.3 Provide documentation illustrating the experience of the project sponsor in securing financing for projects of similar size and technology. For each project previously financed provide the following information: i. Project name and location ii. Project type and size iii. Date of construction and permanent financing iv. Form of debt and equity financing v. Current status of the project 5.4 For projects that include new facilities or capital investment, provide evidence that the bidder has the financial resources and financial strength to complete and operate the project as planned. 5.5 Provide complete copies of the most recent audited financial statement or annual report for each bidder for each of the past three years; including affiliates of the bidder (if audited statements are not available, reviewed or compiled statements are to be provided). Also, provide the credit ratings from Standard & Poor’s and Moody’s (the senior unsecured long term debt rating or if not available, the corporate rating) of the bidder and any affiliates and partners. 5.6 Please also include a list of the board of directors, officers and trustees for the past three years and any persons who the bidder knows will become officers, board members or trustees. 5.7 The bidder should demonstrate its ability (and/or the ability of its credit support provider) to provide the required security, including its plan for doing so. B-9 5.8 Provide a description of any current or recent credit issues/ credit rating downgrade events regarding the bidder or affiliate entities raised by rating agencies, banks, or accounting firms. 5.9 Describe the role of the Federal Production Tax Credit or Investment Tax Credit (or other incentives) on the financing of the project. 5.10 Bidders must disclose any pending (currently or in the past three years) litigation or disputes related to projects developed, owned or managed by Bidder or any of its affiliates in the United States, or related to any energy product sale agreement. 5.11 What is the expected operating life of the proposed project? What is the depreciation period for all substantial physical aspects of the bid, including generation facilities, transmission lead lines to move power to the grid, transmission proposals, and mandatory and voluntary transmission system upgrades? 5.12 For projects that include new facilities or capital investment, has the bidder already obtained financing, or a commitment of financing, for the project? If financing has not been obtained, explain how obtaining a long-term agreement as proposed will help you in obtaining financing for the proposed project, in obtaining more favorable terms for the financing of the proposed project, or in supporting the future capital investment. 5.13 State whether the bidder or its affiliates have executed agreements with respect to energy, RECs and/or capacity for the project (including any agreements that have been terminated) and provide information regarding the associated term and quantities, and whether bidder has been alleged to have defaulted under or breached any such agreement. 5.14 List all of the Bidder’s affiliated entities and joint ventures transacting business in the energy sector. 5.15 Has Bidder, or any affiliate of Bidder, in the last five years, (a) consented to the appointment of, or was taken in possession by, a receiver, trustee, custodian or liquidator of a substantial part of its assets, (b) filed a bankruptcy petition in any bankruptcy court proceeding, (c) answered, consented or sought relief under any bankruptcy or similar law or failed to obtain a dismissal of an involuntary petition, (d) admitted in writing of its inability to pay its debts when due, (e) made a general assignment for the benefit of creditors, (f) was the subject of an involuntary proceeding seeking to adjudicate that Party bankrupt or insolvent, (g) sought reorganization, arrangement, adjustment, or composition of it or its debt under any law relating to bankruptcy, insolvency or reorganization or relief of debtors? 5.16 Briefly describe any known conflicts of interest between Bidder or an affiliate of Bidder and any Distribution Company, or any affiliates of the foregoing. 5.17 Describe any litigation, disputes, claims or complaints involving the Bidder or an affiliate of B-10 Bidder, against any Distribution Company or any affiliate of any Distribution Company. 5.18 Describe any litigation, disputes, claims or complaints, or events of default or other failure to satisfy contract obligations, or failure to deliver products, involving Bidder or an affiliate of Bidder, and relating to the purchase or sale of energy, capacity or renewable energy certificates or products. 5.19 Confirm that Bidder, and the directors, employees and agents of Bidder and any affiliate of Bidder are not currently under investigation by any governmental agency and have not in the last four years been convicted or found liable for any act prohibited by State or Federal law in any jurisdiction involving conspiracy, collusion or other impropriety with respect to bidding on any contract, or have been the subject of any debarment action (detail any exceptions). 5.20 Identify all regulatory and other approvals needed by Bidder to execute a binding sale agreement. 5.20 Describe how the project will conform to FERC’s applicable regulatory requirements, including, but not limited to, FERC requirements relating to allocation of transmission capacity and open access, the justness and reasonableness of rates, the potential for undue preference or discrimination, and affiliate dealings, if any. Describe how your proposed approach is consistent with FERC precedent and ratemaking principles. 5.21 Describe and document any and all direct and indirect affiliations and affiliate relationships, financial or otherwise in the past three years between the bidder and one or more of the Distribution Companies and their affiliates, including all relationships in which one of the Distribution Companies has a financial or voting interest (direct or indirect) in the bidder or the bidder’s proposed project. These relationships include:  Corporate or other joint arrangements, joint ventures, joint operations whether control exists or not;  Minority ownership (50% or less investee);  Joint development agreements;  Operating segments that are consolidated as part of the financial reporting process ;  Related parties with common ownership;  Credit, debenture, and financing arrangements, whether a convertible equity feature is present or not;  Wholly owned subsidiaries; and B-11  6. Commercial (including real property) relationships with any Distribution Company. SITING, INTERCONNECTION, AND DELIVERABILITY This section of the proposal addresses project location, siting, real property rights and interconnection issues. Bidders should ensure that the threshold criteria outlined in Section 2.2 of the RFP for generation, transmission proposals, and system upgrades are verified in their responses. 6.1 Provide a site plan including a map of the site that clearly identifies the location of the Eligible Facility site and/or Transmission Project route, the assumed right-of-way width, the total acreage for Eligible Facilities, the anticipated interconnection point, and the relationship of the site to other local infrastructure, including transmission facilities, roadways, and water sources. In addition to providing the required map, provide a site layout plan which illustrates the location of all major equipment and facilities on the site. 6.2 Identify any real property rights (e.g., fee-owned parcels, rights-of-way, development rights or easements or leases) that provide the right to use the Eligible Facility site and/or Transmission Project route, including, for Eligible Facilities, and any rights of way needed for interconnection. i. Does the project have a right to use the Eligible Facility site and/or Transmission Project route for the entire proposed term of the PPA or tariff (e.g., by virtue of ownership or land development rights obtained from the owner)? ii. If so, please detail the Bidder’s rights to control the Eligible Facility site and/or Transmission Project route control. iii. Describe the status of acquisition of real property rights, any options in place for the exercise of these rights and describe the plan for securing the necessary real property rights, including the proposed timeline. Include these plans and the timeline in the overall project timeline. iv. Identify any joint use of existing or proposed real property rights 6.3 Provide evidence that the Eligible Facility site and/or Transmission Project route is properly zoned or permitted. If the Eligible Facility site and/or Transmission Project route is not currently zoned or permitted properly, identify present and required zoning and/or land use designations and permits and provide a permitting plan and timeline to secure the necessary approvals. 6.4 Provide a description of the area surrounding the Eligible Facility site and/or Transmission Project route, including a description of the local zoning, flood plain information, existing land use and setting (woodlands, grasslands, agriculture, other). 6.5 For Eligible Facilities, describe and provide a map of the proposed interconnection that includes the path from the generation site to the ISO New England Inc. (“ISO-NE”) Pool Transmission B-12 Facilities (“PTF”). Describe how the bidder plans to gain interconnection path site control. 6.6 Please describe the status of any planned interconnection to the grid. Has the bidder made a valid interconnection request to ISO-NE, the applicable New England Transmission Owner, or any neighboring control areas, to interconnect at the Capacity Capability Interconnection Standard? Have any studies been completed by ISO-NE or the applicable Transmission or Distribution Owner? If multiple interconnection requests have been made, please specify all such active requests which have not been superseded by subsequent requests and information regarding the status of each.. Provide copies of any requests made and studies completed. Describe how such studies and information support the costs assumed in preparing your bid and the associated timeline proposed. 6.7 Describe the Project’s electrical system performance and its impact to the reliability of the New England Transmission system. For Transmission Projects provide a description of how the project would satisfy ISO NE’s I.3.9 requirements. Provide the status of any interconnection studies already underway with ISO-NE and/or the transmission owner. Provide a copy of any studies completed to date. Provide a copy of an interconnection agreement, if any, executed by the bidder with respect to the proposed project. If an interconnection agreement has not been executed, please provide the steps that need to be completed before an interconnection agreement can be executed and the associated timeline. 6.8 Projects that do not have I.3.9 approval from ISO-NE must include technical reports or system impact studies that approximate the ISO-NE interconnection process, including but not limited to clear documentation of study technical and cost assumptions, reasoning, and justification of such assumptions. All studies must assume the project will interconnect using the Capacity Capability Interconnection Standard, must use the current ISO-NE interconnection process (including network impact scenarios from multiple projects interconnecting), and must also detail any assumptions with respect to projects ahead of the proposed project in the ISO-NE interconnection queue and any assumptions as to changes to the transmission system that differ from the current ISO-NE Regional System Plan. Please include a scenario analysis that shows how changes in the project interconnection queue could impact interconnection costs. 6.9 To the extent that you provide an alternative interconnection scenario based on ISO-proposed interconnection process changes, you must also include studies using the proposed ISO-NEproposed process. Any such studies must be accompanied with clear documentation of study technical and cost assumptions, reasoning, and justification of such assumptions. 6.10 Provide the electrical models of all energy resources supporting the proposed project in accordance with the filing requirements of the ISO-NE Tariff Schedule 22 and 23. 6.11 Provide a copy of an electrical one-line diagram showing the interconnection facilities and the relevant facilities of the transmission and/or distribution provider. B-13 6.12 Specify and describe the current or new interconnection facilities (lines, transformers, switching equipment, system control protection, etc.) that bidder owns or is intending to construct or have constructed in order to deliver the proposed energy. 6.13 Incremental data requirements for Projects that include Transmission facilities; 1. IDV file(s) in PSSE v32 format modeling only the new/modified Transmission components of the project. 2. If the Bidder does not use PSSE, provide in text format necessary modeling data as follows: - Line Data: Voltage/Thermal Ratings/Impedances (r, X and B)/Line Length/to and from bus numbers and names - Transformer data: (including Phase shifting transformers if applicable): Terminal Voltages/Thermal Ratings/Impedance/To and from bus numbers and names - Reactive compensation models as necessary - Other changes to the model that would occur due to a Project such as terminal changes for lines/transformer/generator leads/loads etc. 6.14 Please detail with supporting information and studies (as available) that the energy contemplated in your proposal is able to be delivered to the Distribution Companies without material constraint or curtailment. 6.15 Please provide sufficient information and documentation to demonstrate that the proposed point of delivery into ISO-NE, along with their proposed interconnection and transmission upgrades including any transmission upgrades beyond the point of interconnection, is sufficient to ensure full dispatch of the proposal’s Clean Energy Generation profile. 7. ENVIRONMENTAL ASSESSMENT, PERMIT ACQUISITION PLAN AND NEW CLASS 1 RPS CERTIFICATION This section addresses environmental and other regulatory issues associated with project siting, development and operations for both generation and transmission projects, as applicable. 7.1 Provide a list of all the permits, licenses, and environmental assessments and/or environmental impact statements required. If a bidder has secured any permit or has applied for a permit, please identify in the response. i. Provide a list of all Federal, state and local permits, licenses, and environmental assessments and/or environmental impact statements required to construct and B-14 operate the project. ii. Identify the governmental agencies that will issue or approve the required permits, licenses, and environmental assessments and/or environmental impact statements. 7.2 Provide the anticipated timeline for seeking and receiving the required permits, licenses, and environmental assessments and/or environmental impact statements. Include a project approval assessment which describes, in narrative form, each segment of the process, the required permit or approval, the status of the request or application and the basis for projection of success by the milestone date. All requirements should be included on the project schedule in Section 10. 7.3 Provide a preliminary environmental assessment of the site and project, including both construction and operation, as applicable. In addition, the bidder should identify environmental impacts associated with the proposed project, any potential impediments to development, and its plan to mitigate such impacts or impediments. The analysis should address each of the major environmental areas presented below, as applicable to the proposed project: 7.4 i. Impacts during site development ii. Transportation infrastructure iii. Air quality impacts iv. Access to water resources/water quality impacts v. Ecological and natural resources impacts vi. Land use impacts vii. Cultural resources viii. Previous site use (e.g., greenfield, brownfield, industrial, etc.) ix. Noise level impacts x. Aesthetic/visual impacts xi. Transmission infrastructure impacts xii. Fuel supply access, where applicable Provide documentation identifying the level of public support for the project including letters from public officials, newspaper articles, etc. Include information on specific localized support and/or opposition to the project of which the bidder is aware. Provide copies of any agreements with communities and other constituencies impacted by the project, and a plan for community B-15 outreach activities, and discuss the status of that plan. 7.5 For bids that include New Class I Renewable Portfolio Standard Eligible Resources, provide documentation demonstrating that the project was or will be qualified as such. If the facility is already in operation, please indicate when the facility received such qualification. 7.6 All bidders must include sufficient information and documentation that demonstrates that the bidder will utilize an appropriate tracking system to ensure a unit-specific accounting of the delivery of Clean Energy Generation, to enable the Department of Environmental Protection, in consultation with DOER, to accurately measure progress in achieving the commonwealth's goals under chapter 298 of the acts of 2008 or Chapter 21N of the General Laws. The RECs and environmental attributes associated with Clean Energy Generation must be delivered into the Distribution Companies’ NEPOOL GIS accounts. 7.7 Identify any existing, preliminary or pending claims or litigation, or matters before any federal agency or any state legislature or regulatory agency that might affect the feasibility of the project or the ability to obtain or retain the required permits for the project. 8. ENGINEERING AND TECHNOLOGY; COMMERCIAL ACCESS TO EQUIPMENT; This section includes questions pertinent to the engineering design and project technology. This section must be completed for a project that includes new facilities or capital investments for both generation and transmission components if applicable. Bidders should provide information about the specific technology or equipment including the track record of the technology and equipment and other information as necessary to demonstrate that the technology is viable. 8.1 Provide a reasonable but preliminary engineering plan which includes the following information: i. Type of generation and transmission technology, if applicable ii. Major equipment to be used iii. Manufacturer of the equipment iv. Status of acquisition of the equipment v. Whether the bidder has a contract for the equipment. If not, describe the bidder’s plan for securing equipment and the status of any pertinent commercial arrangements vi. Equipment vendors selected/considered vii. History of equipment operations viii. If the equipment manufacturer has not yet been selected, identify in the equipment procurement strategy the factors under consideration for selecting the preferred equipment B-16 8.2 If the bidder has not yet selected the major equipment for a project, please provide a list of the key equipment suppliers under consideration. 8.3 Please identify the same or similar equipment by the same manufacturer that are presently in commercial operation including the number installed, installed capacity and estimated generation for the past three years. 8.4 For less mature technologies, provide evidence (including identifying specific applications) that the technology to be employed for energy production is ready for transfer to the design and construction phases. Also, address how the status of the technology is being considered in the financial plan for the project. 8.5 Please indicate if the bidder has a full and complete list of equipment needed for all physical aspects of the bid, including generation facilities, transmission lead lines, transmission proposals, and mandatory and voluntary transmission system upgrades. If not, identify the areas of uncertainty and when the full and complete list of equipment will be identified. 8.6 Please indicate if the bidder has secured its equipment for all physical aspects of the bid, including generation facilities, transmission lead lines, transmission proposals, and mandatory and voluntary transmission system upgrades. If not, identify the long-lead equipment and describe the timing for securing this equipment. 9. OPERATION AND MAINTENANCE Projects that can demonstrate that the operation and maintenance (“O&M”) plan, level of funding, and mechanism for funding will ensure reliable operations during the term of the contract or the tariff are preferred. 9.1 Provide an O&M plan for the project that demonstrates the long term operational viability of the proposed project. The plan should include a discussion of the staffing levels proposed for the project, the expected role of the project sponsor or outside contractor, scheduling of major maintenance activity, and the plan for testing equipment. 9.2 Describe in detail the proposed O&M funding mechanism and funding levels to support planned and unplanned O&M requirements. 9.3 Describe the terms (or expected terms) of the warranties and/or guarantees on major equipment that the bidder is utilizing or proposing to utilize. 9.4 Describe the status of the project sponsor in securing any O&M agreements or contracts. Include a discussion of the sponsor’s plan for securing a medium-term or long-term O&M contract, including the expected provider of O&M services. 9.5 Provide examples of the bidder’s experience with O&M services for other similar projects. B-17 10. PROJECT SCHEDULE A bidder must demonstrate that its proposal can be developed, financed, and constructed and be technically viable within a commercially reasonable timeframe. The bidder is required to provide sufficient information and documentation that shows that the bidder’s resources, process and schedule are adequate for the acquisition of all rights, permits and approvals for the project and for the financing of the project consistent with the proposed project milestone dates. For Eligible Generation Facilities or Transmission Projects that are not yet in-service, bidders are required to provide a complete critical path schedule for the project from the notice of selection of the project for contract consideration to the start of commercial operations. For each project element, list the start and end date. 10.1 Identify the elements on the critical path. The schedule should include, at a minimum, preliminary engineering, financing, acquisition of real property rights, Federal, state and/or local permits, licenses, environmental assessments and/or environmental impact statements (including anticipated permit submittal and approval dates), completion of interconnection studies and approvals, procurement, facility contracts, start of construction, construction schedule, fuel supply, and any other requirements that could influence the project schedule and the commercial operation date.. 10.2 Detail the status of all critical path items, such as receipt of all necessary siting, environmental, and ISO-NE approvals. 11. PROJECT MANAGEMENT/EXPERIENCE Bidders are required to demonstrate project experience and management capability to successfully develop (for a project that includes new facilities or capital investment) and operate the project proposed. The Distribution Companies are particularly interested in project teams that have demonstrated success in projects of similar type, size and technology and, for projects that include new facilities or capital investment, can demonstrate an ability to work together effectively to bring the project to commercial operation in a timely fashion. 11.1 Provide an organizational chart for the project that lists the project participants and identifies the corporate structure, including general and limited partners. 11.2 For a project that includes new facilities or capital investment, provide statements that list the specific experience of the bidder and each of the project participants (including, when applicable, the bidder, partners, EPC contractor and proposed contractors), in developing, financing, owning, and operating generating or transmission facilities (as applicable), other projects of similar type, size and technology, and any evidence that the project participants have worked jointly on other projects. B-18 11.3 For a bid that includes existing facilities, provide statements that list the specific experience of the bidder and each of the project participants (including, when applicable, the bidder, partners, EPC contractor and proposed contractors), in owning and operating generating or transmission facilities (as applicable), other projects of similar type, size and technology, and any evidence that the project participants have worked jointly on other projects. 11.4 Provide a management chart that lists the key personnel dedicated to this project and provide resumes of the key personnel. For Eligible Facilities or Transmission Projects that are not yet inservice, key personnel of the bidder’s development team having substantial project management responsibilities must have: 11.5 11.6 i. Successfully developed and/or operated one or more projects of similar size or complexity or requiring similar skill sets; and ii. For a project that includes new facilities or capital investment, experience in financing power generation projects (or have the financial means to finance the project on the bidder’s balance sheet). Provide a listing of all projects the project sponsor has successfully developed or that are currently under construction. Provide the following information as part of the response: i. Name of the project ii. Location of the project iii. Project type, size and technology iv. Commercial operation date v. Estimated and actual capacity factor of the project for the past three years vi. Availability factor of the project for the past three years vii. References, including the names and current addresses and telephone numbers of individuals to contact for each reference. With regard to the bidder’s project team, identify and describe the entity responsible for the following, as applicable: i. Construction Period Lender, if any ii. Operating Period Lender and/or Tax Equity Provider, as applicable iii. Financial Advisor iv. Environmental Consultant B-19 v. Facility Operator and Manager vi. Owner’s Engineer vii. EPC Contractor (if selected) viii. Transmission Consultant ix. Legal Counsel 11.7 Provide details of the bidder’s experience in ISO-NE other Markets affected by the bid. With regard to bidder’s experience with ISO-NE markets, please indicate the entity that will assume the duties of Lead Market Participant for your Project. Please provide a summary of the proposed Lead Market Participant’s experience with each of the ISO-NE markets. 12. EMISSIONS 12.1 For existing generation facilities, provide emissions estimates based on available continuous emissions monitoring data. Where continuous emissions monitoring data is not available, provide emissions estimates based on the most recent stack emissions test conducted using an EPA reference method approved by the applicable permitting and enforcement authority. Where continuous emissions data or actual stack emissions test data are not available, provide emissions estimates based on emissions factors from the latest edition of EPA’s AP-42, Compilation of Air Pollutant Emissions Factors. For new generation facilities, provide emissions estimates based on available data from the unit manufacturer. Alternatively, provide actual emissions data determined in accordance with the paragraph above for a similar facility built within the past 3 years. Include copies of supporting documentation for all emissions estimates. Project Anticipated Emissions, expressed in pounds/megawatt-hour (lbs/MWh) Source of Information 12.2 Date of Test (if applicable) Greenhouse Gases (all except methane) Expressed as Carbon Dioxide equivalent (CO2e) Nitrogen Oxides (NOx) Sulfur Oxides (SOx) Carbon Monoxide Particulate Matter (CO) (PM 2.5) Methane (CH4) Describe any past investments that will, or have been made to your facility to improve its emissions profile or any planned future investments made to your facility in order to improve its emissions profile. Pollutant specific emissions improving technologies include, but are not limited to: B-20 • NOx – Selective/Non-Selective Catalytic Reduction • SOx – wet/dry scrubbers • PM – fabric filter/bag house, electrostatic precipitator, cyclone separator • CO – oxidation catalyst Investments that improve overall emissions include, but are not limited to: • equipment tune-ups (improves combustion efficiency and emissions) • boiler tube replacements (improves heat transfer efficiency and reduces fuel use) • other efficiency improvements (e.g., installing a heat exchanger to use waste heat to pre-heat feed water to the boiler) Include control equipment specifications, date(s) of installation, expected life of equipment, benefits gained from the addition of such equipment, etc. 12.3 Describe how your project will contribute to the Massachusetts 2008 Global Warming Solutions Act (GWSA) and the 2010 Clean Energy and Climate Plan for 2020. Describe how your project will contribute both to the short term 2020 goal, and longer term 2050 goal found in these laws. 13. CONTRIBUTION TO EMPLOYMENT AND ECONOMIC DEVELOPMENT AND OTHER DIRECT AND INDIRECT BENEFITS 13.1 Please provide an estimate of the number of jobs to be created directly during project development and construction (for a project that includes new facilities or capital investment), and during operations, and a general description of the types of jobs created, estimated annual compensation, the employer(s) for such jobs, and the location. Please treat the development, construction, and operation periods separately in your response. 13.2 Please provide the same information as provided in response to question 13.1 above but with respect to jobs that would be indirectly created as a result of the proposed project. 13.3 Please describe any other economic development impacts (either positive or negative) that could result from the proposed project, such as creating property tax revenues or purchasing capital equipment, materials or services for New England businesses. Please provide the location(s) where these economic development benefits are expected to occur. B-21 13.4 To the extent not already specified elsewhere in your response, please address the factors listed in Section 2.2.2.9 and describe any benefits or impacts associated with the proposed project. 13.5 Describe how your project will (a) contribute to reducing winter electricity price spikes in Massachusetts, and (b) guarantee energy delivery in winter months. Class I RPS eligible projects must guarantee that 70% of energy in their delivery profile of the Winter Peak Period will be delivered over the course of every Winter Peak Period (see Section 2.2.2.7). Clean Energy Generation for projects containing firm service hydroelectric generation, and Clean Energy from new Class I RPS eligible resources paired with firm service hydroelectric generation, will be required to submit a delivery profile with no Winter Peak Period hour less than 60 percent (60%) of their highest annual single hourly delivery claimed in their annual delivery profile. 13.5 If applicable, please demonstrate any benefits to low-income ratepayers in the Commonwealth, and the impact, if any, those benefits will have on the cost to the project. 14. ADDITIONAL INFORMATION REQUIRED FOR TRANSMISSION PROJECTS (AND ALL SYSTEM UPGRADES ASSOCIATED WITH PROPOSED TRANSMISSION PROJECTS) Bids that include Transmission Projects (and all System Upgrades) must also provide the following information: 14.1 Transmission Project Information: i. Overall project description ii. The operating voltage of the proposed project iii. The type of structures (such as steel towers or poles) that would be used for the proposed project iv. The length of the proposed transmission line and the type(s) of terrain and land ownership of the proposed ROW v. The substation facilities (number of breakers, transformers, etc.) required at each terminal of the proposed project and information as to how the new facilities would interconnect to any existing facilities. vi. The estimated costs of the proposed project broken out into separate categories as described below for transmission facilities and substation facilities in nominal year dollars. a. For cost of service or modified cost of service proposals: B-22 1. Provide the capital cost estimate presented as a buildup of costs by category, such as environmental, engineering, civil works, materials, equipment, construction, construction management, physical and price contingencies, allowance for funds used during construction (AFUDC), and all other categories for which recovery under FERC would be sought. These categories are illustrative; aggregate costs into the categories most relevant to the development of the proposed project. All costs should be provided in nominal dollars. 2. For projects with transmission and substation components, separate the costs into two rows (e.g. use one row for substation construction and a second for transmission construction). Describe the detailed financial plan on a monthly basis during the construction period, e.g., for 3 years or as long as necessary. The plan should present the costs and financial outlays in each month of the construction period, and the corresponding sources of financing (equity contribution and debt drawdown), as in the following illustrative table. Data should include an estimate of the cost of both physical and price contingencies during the construction period. The financing plan should indicate the ability to finance the construction of the proposed project under base case and contingency scenarios. 3. Describe the instruments. proposed financing sources and 4. Sources of funds for construction and working capital include name of entity providing debt financing, loan amounts, interest rates, repayment period, grace period during construction; and equity provided by project sponsor. 5. Sources of funds for unexpected repairs or replacement construction during the operating period, e.g., replacement of tower. Note: the operating period is the applicant’s estimate of the useful life or accounting life of the transmission project element(s). B-23 b. vii. viii. If the bidder is proposing fixed-rate pricing rather than cost-of-service or modified cost-of-service pricing, provide sufficient information and assessment to show that the proposed project, including any necessary transmission network upgrades, is financially viable. In this regard, provide capital cost estimates and operation and maintenance cost estimates and the basis for your estimates, including the extent to which estimates are based on vendor contracts or vendor quotes, your experience in the development, construction and/or operation of similar projects, your approach regarding contingency and risk management, and your proposed financing plan. All costs should be provided in nominal dollars, although inflation and cost escalation estimates should be provided. Please describe in detail the due diligence you have conducted in developing your pricing and tariff proposal. Provide a proposed schedule for project development through release for operation that includes key critical path items, such as: a. Develop contracts for project work; b. Completion of studies and receipt of approvals needed for the interconnection; c. Permitting; R/W and land acquisition; d. Engineering and design; e. Material and equipment procurement, including identification of long lead time equipment; f. Facility construction; g. Agreements (interconnection, operating, scheduling, etc.) with other entities; h. Pre-operations testing; i. Project in-service date; and j. Other items identified by the bidder. Bidder must indicate whether it proposes to recover abandonment costs for its transmission project from the Distribution Companies, as described in Section 2.2.2.6.2 of this RFP. If so, Bidder must acknowledge that recovery of any such abandonment costs shall be in accordance with FERC rules and policies, and also acknowledge that in B-24 no event will a Bidder seek to recover abandonment costs if the abandonment was caused directly or indirectly by some act or failure to act of the Bidder. Bidder must further affirmatively commit not to seek from FERC or any other agency or authority any treatment of abandonment costs inconsistent with the provisions of Section 2.2.2.6.2 of the RFP. To the extent the Bidder proposes to recover abandonment costs, such proposal should be further described as set forth in Appendix C-2 of this RFP. 14.2 The proposed payment required for the transmission project and all system upgrades. i. All proposals must include significant cost containment as stated in the RFP. ii. List all situations which may change the proposed payments by consumers during the contract term. iii. Identify any limits placed upon the bidder’s post-contract term rates according to current FERC rules. iv. Identify all other project revenues which may be received by the bidder during the contract term which would not reduce rates paid by consumers. v. If the proposed payments may change during the contract term or the proposal is based on cost of service, the bidder must provide the method that transmission owner shall use to determine the payment for the Transmission Project under the transmission Rate Schedule or Tariff and Service Agreement to be filed with FERC. If the proposed payment is a formula rate, the Eligible Bidder must also provide the formula and its proposed inputs that the transmission owner will file with FERC. vi. If the proposed payment is based on the Transmission Project’s cost of service and may change during the contract term based on changes in the cost of service, a full revenue requirements model must be included and submitted as a working Excel spreadsheet with the formulas intact. a. vii. Provide the annual revenue requirement forecasts for the project – including assumptions. Provide a draft version of the revenue requirement calculation in a format that is similar to what would be included in the Rate Schedule or Tariff and Service Agreement application to FERC, indicating the forecast revenue requirement amounts and all assumptions used in the calculations. This should include but not be limited to the assumptions regarding rate of return, depreciation life, split between debt and capital, AFUDC and weighted cost of capital, and a detailed estimate of the anticipated average annual operating and maintenance cost. Provide the information requested in Section 14.1.a of the Bidder Response Package. If the pricing proposed is based on cost of service, detail all cost containment commitments. Examples of such commitments include fixed price components, cost overrun restrictions, or other cost bandwidth provisions that are proposed to limit ratepayer risk must be clearly defined. B-25 viii. Please include full and complete descriptions of all cost containment measures that you propose to be included in your pricing. Additionally provide any supporting documentation for any savings or methods of savings including cost caps on any portion of your project. Please include working excel spreadsheets to more fully explain how your cost containment measures should work. Please provide details and notes that describe the nexus between the cost containment provisions in your proposal and those supporting documents and spreadsheets. Please provide examples about how any cost containment measures you are proposing would work. ix. To the extent that you are proposing different interconnection scenarios that affect cost please include full and complete cost information on each scenario. Please describe all interconnection and transmission upgrade costs required to interconnect at the Capacity Capability Interconnection Standard and to ensure full dispatch, including transmission upgrades that may need to occur beyond the point of interconnection. x. Please describe the coordination of the availability of the Clean Energy Generation and any associated transmission or distribution facilities. All proposals must include a project schedule, and proposals including a combination of transmission and Clean Energy Generation should propose complete critical path schedules, for both elements of the project, from the notice of selection for contract consideration to the start of commercial operations (the “Baseline Schedule”). Please describe all aspects of your proposal that protect ratepayers from risks associated with payments for transmission costs when any associated expected Clean Energy Generation, as proposed by the bidder, is absent, reduced, or curtailed as compared to the Baseline Schedule. xi. Please describe your approach to avoid line losses. 14.3 The schedule of the payments defined in 14.2 above including when the payments will commence, how often payments will be required and the length of time over which payments will be required. In no event may payments commence before the Transmission Project is placed in service. 14.4 The design life of the project. 14.7 A description of the reliability benefits of the proposed Transmission Project and its impact on existing transmission constraints. 15. EXCEPTIONS TO FORM PPA AND OR VARIATIONS FROM THE PROPOSED TARIFF REQUIREMENTS Please attach an explanation of any exceptions to the Form PPAs set forth in Appendix C-1 or Appendix C-2 to this Notice, including any specific alternative provisions in a redline format to the Form PPA. Transmission bids must contain a proposed tariff, rate schedule or transmission service agreement (“Transmission Agreement”) that the Bidder proposes as the vehicle for recovery of its transmission costs from the Distribution Companies. In addition, all transmission bids must separately contain a B-26 detailed summary of the material provisions of the proposed Transmission Agreement. Such a summary should include, but not be limited to, a discussion of the key provisions set forth in Appendix C-3, as well as a cross-reference to the corresponding sections of the proposed Transmission Agreement where such provisions may be found. Bidders are discouraged from proposing changes to the Form PPA and or variations from the Proposed Tariff requirements. B-27 APPENDIX - 1 FORM OF CLASS I POWER PURCHASE AGREEMENT [See Separate Document] APPENDIX - 2 FORM OF FIRM POWER PURCHASE AGREEMENTS [See Separate Documents] APPENDIX - 3 TRANSMISSION SERVICE REQUIREMENTS APPENDIX D CERTIFICATION AND AUTHORIZATION A proposal will be considered incomplete unless all required signatures are provided The undersigned certifies that he or she is an authorized officer or other authorized representative of the Bidder, and further certifies that: (1) the Bidder has reviewed this RFP and all attachments and has investigated and informed itself with respect to all matters pertinent to this RFP and its proposal; (2) the Bidder’s proposal is submitted in compliance with all applicable federal, state and local laws and regulations, including antitrust and anti-corruption laws; (3) the Bidder is bidding independently and that it has no knowledge of the substance of any proposal being submitted by another party in response to this RFP other than a response submitted by the bidder’s affiliate of for a project where the Bidder is also a project proponent or participant, and notice of each such affiliated bid or project must be disclosed in writing with each of the Bidder’s and affiliated bidder’s proposal; (4) the Bidder has no knowledge of any confidential information associated with development of the RFP; (5) the Bidder’s proposal has not been developed utilizing knowledge of any non-public information associated with the development of the RFP; (6) the Bidder has not obtained any confidential bidding-related information directly or indirectly from any of the Distribution Companies, in preparation of its bid; and (7) except as disclosed by the Bidder in the relevant portions of its response, the Bidder is not an Affiliated Company of any Massachusetts investor-owned electric Distribution Company and no Distribution Company which is seeking proposals pursuant to the RFP has a financial or voting interest, controlling or otherwise in the bidder or the bidder’s proposed project. Violation of any of the above requirements may be reported to the appropriate government authorities and shall disqualify the Bidder from the RFP process. The undersigned further certifies that the prices, terms and conditions of the Bidder’s proposal are valid and shall remain open for at least 180 days from the submission date. The undersigned further certifies that he or she has personally examined and is familiar with the information submitted in this proposal and all appendices thereto, and based on reasonable investigation, including inquiry of the individuals responsible for obtaining the information, the submitted information is true, accurate and complete to the best of the undersigned’s knowledge and belief. The undersigned understands that a false statement or failure to disclose material information in the submitted proposal may be punishable as a criminal offense under applicable law. The undersigned further certifies that that this proposal is on complete and accurate forms as provided without alteration of the text. The undersigned further understands and agrees to the provisions of this RFP related to confidential information, and consents to the limited exchange and sharing of confidential information related to the Bidder’s proposal as described in this RFP, including with members of the Evaluation Team, the Independent Evaluator, ISO-NE, or and adjacent Control Area personnel. _______________________________________ Bidder or Bidder’s Authorized Representative _______________________________________ Print or Type Name _______________________________________ Project Title(s) as Submitted to the Evaluation Team _______________________________________ Title Date APPENDIX E MASSACHUSETTS GREEN COMMUNITIES ACT SECTION 83D Section 83D. (a) In order to facilitate the financing of clean energy generation resources, not later than April 1, 2017, every distribution company shall jointly and competitively solicit proposals for clean energy generation and, provided that reasonable proposals have been received, shall enter into cost-effective long-term contracts for clean energy generation for an annual amount of electricity equal to approximately 9,450,000 megawatts-hours. Long-term contracts executed pursuant to this section shall be subject to the approval of the department of public utilities and shall be apportioned among the distribution companies under this section. (b) The timetable and method for solicitation of long-term contracts shall be proposed jointly by the distribution companies and the department of energy resources and shall be subject to review and approval by the department of public utilities. The distribution companies, in coordination with the department of energy resources, shall consult with the attorney general’s office regarding the choice of solicitation method. A solicitation may be coordinated and issued jointly with other New England states or entities designated by those states. The distribution companies may conduct 1 or more competitive solicitations through a staggered procurement schedule developed by the distribution companies and the department of energy resources; provided, that the schedule shall ensure that the distribution companies enter into cost-effective long-term contracts for clean energy generation equal to approximately 9,450,000 megawatt-hours by December 31, 2022. Proposals received pursuant to a solicitation under this section shall be subject to review by the department of energy resources. If the department of energy resources, in consultation with the distribution companies and the independent evaluator, determines that reasonable proposals were not received pursuant to a solicitation, the department may terminate the solicitation, and may require additional solicitations to fulfill the requirements of this section. (c) In developing proposed long-term contracts, the distribution companies shall consider long-term contracts for renewable energy certificates for energy and for a combination of both renewable energy certificates and energy, if applicable. A distribution company may decline to pursue a proposal if the proposal’s terms and conditions would require the contract obligation to place an unreasonable burden on the distribution company’s balance sheet; provided, however, that the distribution company shall take all reasonable actions to structure its contracts pricing or administration of the products purchased to mitigate impacts on the balance sheet or income statement of the distribution company or its parent company, subject to the approval of the department of public utilities; provided further, that mitigation shall not increase costs to ratepayers. If a distribution company deems all proposals to be unreasonable, the distribution company shall, within 20 days of the date of its decision, submit a filing to the department of public utilities. The filing shall include, in the form and detail prescribed by the department of public utilities, documentation supporting the distribution company’s decision to decline the proposals. Following a distribution company’s filing, and within 4 months of the date of filing, the department of public utilities shall approve or reject the distribution company’s decision and may order the distribution company to reconsider any proposal. If distribution companies are unable to agree on a winning bid following a solicitation under this section, the matter shall be submitted to the department of energy resources which shall, in consultation with the independent evaluator, issue a final, binding determination of the winning bid; provided that the final contract executed shall be subject to review by the department of public utilities. The department of energy resources may require additional solicitations to fulfill the requirements of this section. (d) The department of public utilities shall promulgate regulations consistent with this section. The regulations shall: (1) allow developers of clean energy generation resources to submit proposals for long-term contracts; (2) require that contracts executed by the distribution companies under such proposals are filed with, and approved by, the department of public utilities before they become effective; (3) provide for an annual remuneration for the contracting distribution company up to 2.75 per cent of the annual payments under the contract to compensate the company for accepting the financial obligation of the long-term contract, such provision to be acted upon by the department of public utilities at the time of contract approval; (4) require associated transmission costs to be incorporated into a proposal; provided that, to the extent there are transmission costs included in a bid, the department of public utilities may authorize or require the relevant parties to seek recovery of such transmission costs of the project through federal transmission rates, consistent with policies and tariffs of the Federal Energy Regulatory Commission, to the extent the department finds such recovery is in the public interest; and (5) require that the clean energy resources to be used by a developer under the proposal meet the following criteria: (i) provide enhanced electricity reliability within the commonwealth; (ii) contribute to reducing winter electricity price spikes; (iii) are cost effective to electric ratepayers in the commonwealth over the term of the contract taking into consideration potential economic and environmental benefits to the ratepayers; (iv) avoid line loss and mitigate transmission costs to the extent possible and ensure that transmission cost overruns, if any, are not borne by ratepayers; (v)allow long-term contracts for clean energy generation resources to be paired with energy storage systems; (vi) guarantee energy delivery in winter months; (vii) adequately demonstrate project viability in a commercially reasonable timeframe; and (viii) where feasible, create and foster employment and economic development in the commonwealth. The department of energy resources shall give preference to proposals that combine new Class I renewable portfolio eligible resources and firm hydroelectric generation and demonstrate a benefit to low-income ratepayers in the commonwealth without adding cost to the project. (e) A proposed long-term contract shall be subject to the review and approval of the department of public utilities. As part of its approval process, the department of public utilities shall consider recommendations by the attorney general, which shall be submitted to the department of public utilities within 45 days following the filing of such contracts with the department of public utilities. The department of public utilities shall consider both the potential costs and benefits of such contracts and shall approve a contract only upon a finding that it is a cost effective mechanism for procuring low cost renewable energy on a long-term basis taking into account the factors outlined in this section. (f) The department of energy resources and the attorney general shall jointly select, and the department of energy resources shall contract with, an independent evaluator to monitor and report on the solicitation and bid selection process in order to assist the department of energy resources in determining whether a proposal received pursuant to subsection (b) is reasonable and to assist the department of public utilities in its consideration of long-term contracts or filed for approval. To ensure an open, fair and transparent solicitation and bid selection process that is not unduly influenced by an affiliated company, the independent evaluator shall: (1) issue a report to the department of public utilities analyzing the timetable and method of solicitation and the solicitation process implemented by the distribution companies and the department of energy resources under subsection (b) and include recommendations, if any, for improving the process; and (2) upon the opening of an investigation by the department of public utilities into a proposed long-term contract for a winning bid proposal, file a report with the department of public utilities summarizing and analyzing the solicitation and the bid selection process, and providing its independent assessment of whether all bids were evaluated in a fair and non-discriminatory manner . The independent evaluator shall have access to all information and data related to the competitive solicitation and bid selection process necessary to fulfill the purposes of this subsection, but shall ensure all proprietary information remains confidential. The department of public utilities shall consider the findings of the independent evaluator and may adopt recommendations made by the independent evaluator as a condition for approval. If the independent evaluator concludes in the findings that the solicitation and bid selection of a long-term contract was not fair and objective and that the process was substantially prejudiced as a result, the department of public utilities shall reject the contract. (g) The distribution companies shall each enter into a contract with the winning bidders for their apportioned share of the market products being purchased from the project. The apportioned share shall be calculated and based upon the total energy demand from all distribution customers in each service territory of the distribution companies. (h) An electric distribution company may elect to use any energy purchased under such contracts for resale to its customers, and may elect to retain renewable energy certificates to meet the applicable annual renewable portfolio standard requirements under said section 11F of said chapter 25A. If the energy and renewable energy certificates are not so used, such companies shall sell such purchased energy into the wholesale market and shall sell such purchased renewable energy certificates attributed to Class I renewable portfolio standard eligible resources to minimize the costs to ratepayers under the contract; provided further, that a distribution company shall retain renewable energy certificates that are not attributed to Class I renewable portfolio standard eligible resources. The department of energy resources shall conduct periodic reviews to determine the impact on the energy and renewable energy certificate markets of the disposition of energy and renewable energy certificates under this section and may issue reports recommending legislative changes if it determines that actions are being taken that will adversely affect the energy and renewable energy certificate markets. (i) If a distribution company sells the purchased energy into the wholesale spot market and auctions the renewable energy certificates as described in this section, the distribution company shall net the cost of payments made to projects under the long-term contracts against the net proceeds obtained from the sale of energy and renewable energy certificates, and the difference shall be credited or charged to all distribution customers through a uniform fully reconciling annual factor in distribution rates, subject to review and approval of the department of public utilities. (j) A long-term contract procured under this section shall utilize an appropriate tracking system to ensure a unit specific accounting of the delivery of clean energy, to enable the department of environmental protection, in consultation with the department of energy resources, to accurately measure progress in achieving the commonwealth’s goals under chapter 298 of the acts of 2008 or chapter 21N of the General Laws. (k) The department of energy resources and the department of public utilities may jointly develop requirements for a bond or other security to ensure performance with requirements under this section. (l) The department of energy resources may promulgate regulations necessary to implement this section. (m) If this section is subjected to a legal challenge, the department of public utilities may suspend the applicability of the challenged provision during the pendency of the action until a final resolution, including any appeals, is obtained and shall issue an order and take other actions as are necessary to ensure that the provisions not subject to the challenge are implemented expeditiously to achieve the public purposes of this section. APPENDIX F CONFIDENTIAL INFORMATION CONFIDENTIAL INFORMATION WITH RESPECT TO MASSACHUSETTS With respect to the Commonwealth of Massachusetts, and subject to the confidentiality provisions described above for information associated with this solicitation in the possession of the Commonwealth of Massachusetts , the Massachusetts Distribution Companies shall use commercially reasonable efforts to treat the confidential information that they receive from bidders in a confidential manner and not, except: (1) as required by law; (2) pursuant to a request for information in a regulatory or judicial proceeding; or (3) pursuant to a request for information by a public utilities commission with supervisory authority over any of the Massachusetts Distribution Companies, disclose such information to any third party or use such information for any purpose other than in connection with this RFP; provided, however, that if such confidential information is sought in any regulatory or judicial inquiry or proceeding or pursuant to a request for information by a public utilities commission with supervisory authority over any of the Massachusetts Distribution Company, the Massachusetts Distribution Companies shall take reasonable steps to limit disclosure and use of said confidential information through the use of non-disclosure agreements or requests for orders seeking protective treatment, and shall inform the bidders that the confidential information is being sought. Bidders are advised that the Massachusetts Distribution Companies will share bid information with (a) the Massachusetts DOER and the MA AGO to facilitate DOER’s and the MA AGO’s ability to perform their roles under Section 83D, which include their obligations to assess: (1) the process followed by the Massachusetts Distribution Companies; and (2) the merits of one or more PPAs proposed for approval to the MDPU and (b) the Independent Evaluator to facilitate the Independent Evaluator’s performance of its role pursuant to Section 83D and this RFP. Pursuant to G.L. c. 25A, § 7, DOER has statutory authority to protect price, inventory and product delivery data. Notwithstanding the foregoing, in the event such confidential information is shared pursuant to a request for confidential treatment and confidential treatment is not afforded, the Massachusetts Distribution Companies shall not be held responsible. Similarly, bidders shall use commercially reasonable efforts to treat all confidential information received from the Massachusetts Distribution Companies in a confidential manner and will not, except as required by law or in a regulatory or judicial proceeding, disclose such information to any third party or use such information for any purpose other than in connection with this RFP; provided, however that if such confidential information is sought in any regulatory or judicial proceeding, the bidders shall take reasonable steps to limit disclosure and use of said confidential information through the use of non-disclosure agreements or requests for orders seeking protective treatment, and shall inform the Massachusetts Distribution Companies that the confidential information is being sought. Bidders are advised that, per MDPU requirements, confidential bidder information may be disclosed during the MDPU approval process to parties that are granted intervener status in the proceeding. In past proceedings, intervener status has been granted to competitive suppliers and industry trade groups, and therefore, confidential bidder information has been required to be disclosed to legal counsel and/or a third-party consultant retained by the intervener for purposes of the proceeding. Bidders are advised that, for any requests of the Massachusetts Distribution Companies for bidder information other than as described in the previous two paragraphs, the Massachusetts Distribution Companies will recommend that the party seeking bidder information contact the bidder directly to request such information and negotiate a nondisclosure agreement, as necessary. APPENDIX UTILITY STANDARD OF CONDUCT APPENDIX H BID SUBMITTAL INSTRUCTIONS BID SUBMITTAL Bids must be submitted as both confidential and public and should be delivered marked as such on separate CD ROMS. A copy of the confidential version and a separate copy of the public version of the bids should be submitted to each of the contacts below in the quantities specified. Department of Energy Resources 1 Copy of Each Version c/o Judith Judson Commissioner Massachusetts Department of Energy Resources 100 Cambridge Street, Suite 1020 Boston, MA 02114 Unitil 1 Copy of Each Version c/o Lisa Glover Energy Analyst Unitil Service Corp. 6 Liberty Lane Hampton, NH 03842-1720 Eversource Energy 1 Copy of Each Version c/o Jeffery S. Waltman Manager, Planning & Power Supply 247 Station Drive, NE220 Westwood, MA 02090 National Grid c/o Corinne DiDomenico Manager, Environmental Transactions 100 East Old Country Road Energy Procurement, 2nd Floor Hicksville, NY 11801 3 Copies of Each Version Independent Evaluator 1 Copy of Each Version c/o Paul Gromer Peregrine Energy Group 2 Oliver Street, 8th Floor Boston, MA 02109 BID FEE REMITTANCE The bid fee should be calculated based upon the instructions in section 1.10 of the body of the RFP. The total fee should then be remitted to each electric distribution company listed below in the percentages listed in the table below. Calculation is made in the last column of the table for a hypothetical $10,000 bid fee. Payment must be submitted to each electric distribution company via wire transfer. Upon request, wire transfer information will be made available. Please send wire transfer information requests to the email address: marfp83D@gmail.com. Example Bid Fee Calculation Unitil 1.13% $ 113 National Grid 45.72% $ 4,572 Eversource Energy 53.15% $ 5,315 Total 100.00% $ 10,000