MARIN ENERGY AUTHORITY REQUEST FOR … ENERGY AUTHORITY REQUEST FOR ... energy resources to the...

MARIN ENERGY AUTHORITY

REQUEST FOR PROPOSALS

FOR

LOCAL RENEWABLE ENERGY PROJECTS

RFP RELEASE DATE: DECEMBER 3, 2010 RESPONSE DEADLINE: FEBRUARY 4, 2011 BY 2:00 P.M.

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TABLE OF CONTENTS

Overview ................................................................................................................................................ 3 Background ............................................................................................................................................ 5 RFP Schedule ......................................................................................................................................... 7 Requested Products and Services ....................................................................................................... 7 Project Location ..................................................................................................................................... 8 Other Considerations ........................................................................................................................... 9 Offer Requirements .............................................................................................................................. 9 Instructions for Submittal .................................................................................................................. 12 Evaluation ............................................................................................................................................ 14 Other Notices ....................................................................................................................................... 17

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Overview The Marin Energy Authority (“MEA”) is seeking proposals from local renewable energy projects and/or project developers for the purpose of evaluating clean, sustainable energy alternatives, which may be used to meet the energy requirements of Marin Clean Energy (“MCE”) program customers and MEA’s Renewable Portfolio Standard (RPS) goals. MEA, a joint powers authority and a public entity organized under the laws of the State of California, was created pursuant to the Government Code of California and a Joint Powers Agreement (December 2008) to study, promote, develop, conduct, operate, and manage energy and energy‑related climate change programs on behalf of its membership. MEA’s current membership is comprised of eight municipalities, which are located within the geographic boundaries of Marin County, including the cities of Belvedere, Fairfax, Mill Valley, San Anselmo, San Rafael, Sausalito and Tiburon and the County of Marin (collectively, the “Members” or “Member Agencies”). Additional information about the Marin Energy Authority can be found at www.marinenergyauthority.org. Consistent with its stated objectives, MEA has implemented a community choice aggregation (“CCA”) program, MCE, in consideration of California Assembly Bill 117 and related regulations. The MCE program, which began serving customers on May 7, 2010, targets significant greenhouse gas emissions (“GHG”) reductions through increased use of renewable energy resources. MCE is a voluntary program, which provides customers the opportunity to procure electricity from competitive energy suppliers with such electricity being delivered over Pacific Gas & Electric Company’s (“PG&E”) transmission and distribution system. At present, MCE serves approximately 9,000 customers, the majority of whom receive residential electric service. The annual energy requirements of MCE customers total nearly 160 gigawatt hours (“GWh”) with peak demand approximating 33 megawatts (“MW”). Additional details related to the MCE program are described in the MCE Implementation Plan, which was certified by the California Public Utilities Commission (“CPUC”) on February 2, 2010. This Request for Proposals (“RFP”) is open to Eligible Renewable Energy Resources, as described in the California Energy Commission’s Renewables Portfolio Standard Guidebook: http://www.energy.ca.gov/2007publications/CEC‑300‑2007‑006/CEC‑300‑2007‑006‑ED3‑CMF.PDF. This RFP does not establish a purchase commitment from MEA for electric capacity, energy, or any other product that is offered as a result of this process. MEA reserves the right to execute agreements with one or more of the qualified respondents to this RFP as determined by MEA in its sole discretion. At this time, MEA is soliciting proposals from qualified respondents for:

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1. Up to forty (40) megawatts (MW) of Eligible Renewable Resources, which may be supplied from one or more unique generation projects located at one or more locations. MEA seeks resources meeting the minimum characteristics described below: Each proposal in response to this RFP should include one (1) project of at least five

(5) megawatts of installed generating capacity, if located outside the County of Marin;

Offers for renewable energy projects located within the County of Marin should include one (1) project of a size larger than one (1) megawatt installed generating capacity;

MEA seeks the right to schedule electric capacity and energy from the agreed upon delivery point associated with the selected proposal(s) with the Initial Date of Delivery as soon as January 1, 2012 but not later than December 31, 2014;

The proposed resource must be CEC‑certified as an Eligible Renewable Energy Resource (or must receive CEC certification prior to the commencement of any energy deliveries proposed in response to this RFP);

Appropriately sized photovoltaic solar resources located either within or outside of Marin County are not precluded from proposing under this section of the RFP, despite the specific request for similar resources in the following section; and

All Environmental Attributes/Renewable Energy Certificates must be tendered to MEA without any additional costs or conditions as part of the contract for renewable power.

2. Up to one (1) megawatt (MW) of local, photovoltaic solar resources, which may be

supplied from one or more unique generation projects located at one or more locations. MEA seeks resources meeting the minimum characteristics described below: Each proposed project must be located entirely within the geographic boundaries

of the County of Marin; Offers from unique renewable energy projects located within the County of Marin

should be at least 250 kW in size; MEA seeks the right to schedule electric capacity and energy from the agreed upon

delivery point associated with the selected proposal(s) with the Initial Date of Delivery as soon as January 1, 2012 but not later than June 30, 2013;

The proposed resource must be CEC‑certified as an Eligible Renewable Energy Resource (or must receive CEC certification prior to the commencement of any energy deliveries proposed in response to this RFP); and

All Environmental Attributes/Renewable Energy Certificates must be tendered to

MEA without any additional costs or conditions as part of the contract for renewable power.

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MEA will consider the following types of offers:

Power Purchase Agreement (PPA) MEA will evaluate PPAs for capacity and/or energy with minimum contract durations of 10 years from Eligible Renewable Energy Resources. Other, longer contract durations will also be considered. The resources can be located (options presented in order of evaluative preference): (i) within the County of Marin, (ii) within northern California (NP 15), including all counties within this region as well as portions of Monterey, San Benito, Fresno, Tulare and Inyo counties, or (iii) outside of NP 15 but within the state of California with the capability to deliver the proposed energy to the prescribed Delivery Point. The Seller will own and operate the facilities and be responsible for development, land acquisition, fuel supply source and transportation, permitting, financing and construction for the facilities.

PPA with Option to Buy Sellers can also provide an option price for MEA to acquire the facility that is being offered through a power purchase agreement as described above. Such pricing will include MEA’s acquisition for all Environmental Attributes/Renewable Energy Certificates, land rights, permits and other licenses, enabling MEA to own and operate the facility at the end of the PPA term. MEA will consider the option to buy only on those facilities that are located within the County of Marin. Respondents should clearly describe the terms under which the purchase option is being proposed. In the event that MEA determines, at its sole discretion, not to exercise it purchase option, the PPA shall continue until the end of its scheduled conclusion. Any land lease, subject to MEA’s approval, must be in adequate form and for an adequate term (at least the life of the asset). The offer should include (1) the energy price throughout the proposed delivery term (PPA); (2) a firm price for the buyout option; (3) if applicable, the energy price for the remaining PPA delivery term if MEA does not exercise the buyout option. Proposals with a buyout option should include complete design and construction specifications.

Background

In September, 2002, SB 1078 was signed into California law (followed by SB 107 in 2006, which accelerated the requirements of SB 1078), establishing California’s Renewables Portfolio Standard. Pursuant to SB 107, the RPS required Investor Owned Utilities and CCAs to increase their retail sales from Eligible Renewable Resources by a minimum of 1 percent annually and to procure a minimum of 20 percent of retail electricity sales from Eligible Renewable Energy Resources by 2010. MEA is currently exceeding California’s minimum RPS requirements, supplying its customers with more than 25% CEC‑eligible

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renewable energy deliveries, as indicated in its August 2010 RPS Compliance Report, submitted to the CPUC on August 2, 2010. MEA’s long‑term goal is to supply the entirety of its customers’ energy requirements with clean, renewable energy, subject to economic and operational constraints. MEA also desires to promote the use of local energy resources to the greatest practical extent, improve energy efficiency in the region and promote local economic development. In an effort to diversify its electric resource portfolio and meet its long‑term RPS goals, MEA invites the Sellers of Eligible Renewable Energy Resources to submit supply offers for the aforementioned resource types, which include:

1. Up to forty (40) megawatts (MW) of Eligible Renewable Resources, which may be supplied from one or more unique generation projects located at one or more locations. MEA seeks resources meeting the minimum characteristics described below: Each proposal in response to this RFP should include one (1) project of at least five

(5) megawatts of installed generating capacity, if located outside the County of Marin;

Offers for renewable energy projects located within the County of Marin should include one (1) project of a size larger than one (1) megawatt installed generating capacity;

MEA seeks the right to schedule electric capacity and energy from the agreed upon delivery point associated with the selected proposal(s) with the Initial Date of Delivery as soon as January 1, 2012 but not later than December 31, 2014;

The proposed resource must be CEC‑certified as an Eligible Renewable Energy Resource (or must receive CEC certification prior to the commencement of any energy deliveries proposed in response to this RFP);

Appropriately sized photovoltaic solar resources located either within or outside of Marin County are not precluded from proposing under this section of the RFP, despite the specific request for similar resources in the following section; and


2. Up to one (1) megawatt (MW) of local, photovoltaic solar resources, which may be

supplied from one or more unique generation projects located at one or more locations. MEA seeks resources meeting the minimum characteristics described below: Each proposed project must be located entirely within the geographic boundaries

of the County of Marin;

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Offers from unique renewable energy projects located within the County of Marin should be at least 250 kW in size;

MEA seeks the right to schedule electric capacity and energy from the agreed upon delivery point associated with the selected proposal(s) with the Initial Date of Delivery as soon as January 1, 2012 but not later than June 30, 2013;

The proposed resource must be CEC‑certified as an Eligible Renewable Energy Resource (or must receive CEC certification prior to the commencement of any energy deliveries proposed in response to this RFP); and


RFP Schedule The proposed project schedule for this RFP is as follows: Release RFP December 3, 2010 Pre‑Bid Meeting January 10, 2011 at 11:00 A.M. Deadline for Question Submittal January 14, 2011 Responses Due February 4, 2011 Short‑List Notifications March 1, 2011 Short‑List Interviews March 7‑11, 2011 Contract Negotiation March 14 – May 31, 2011 Contract Approval and Execution May‑June, 2011 Please note that the above schedule is subject to change.

Requested Products and Services Each offer submitted in response to this RFP must be for only one of the proposed Eligible Renewable Resource technology areas. Sellers can, however, submit more than one offer in any of the Eligible Renewable Resource technology areas. Projects can include more than one generator of like kind. The renewable resources requested in this solicitation are described below. Products from the offered technology can be structured in the following manner:

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(1) Unit Contingent Firm Basis (UC) The Seller will deliver capacity and energy contracted to MEA whenever the plant is operating and must meet certain negotiated availability requirements bundled with an equal amount of Environmental Attributes/Renewable Energy Certificates (REC’s).

(2) Firm/Shaped Capacity/Energy (FSE)

The Seller will deliver capacity and energy at the times and amounts specified in the PPA from renewable resources only regardless of the availability of a particular unit bundled with an equal amount of Environmental Attributes/Renewable Energy Certificates.

(3) As‑Available Energy (AAE) or Intermittent Energy

The Seller will deliver energy, bundled with Environmental Attributes/Renewable Energy Certificates, whenever it can be produced by the facility.

Project Location For purposes of this solicitation, MEA is seeking Eligible Renewable Energy Resources located within one of the following broadly defined geographic areas: 1) “Local Renewable Resources,” which will include any resources located within Marin County; 2) “Northern California Resources,” which will include any resources located within northern California (NP 15), including all counties within this region as well as portions of Monterey, San Benito, Fresno, Tulare and Inyo counties; and 3) “Other In‑State Resources,” which shall include all other resources located outside of NP 15 but within the state of California with the capability to deliver the proposed energy to the prescribed Delivery Point. While MEA has developed the aforementioned broad‑based geographic guideline for Local Renewable Resources, any renewable generating resource(s) located within the jurisdictional boundaries of MEA’s Member Agencies will be given additional preference during proposal evaluation. However, MEA will not preclude renewable resources located outside of the Local Renewable Resources area or the Northern California Resources area from bidding into this solicitation, so long as the respondent is capable of delivering to the prescribed Delivery Point.

Seller(s) shall be financially and operationally responsible to transmit the product to the specified Delivery Point, which shall be the PG&E Load Aggregation Point (LAP), as defined by the CAISO.

Seller(s) will also serve as their own scheduling coordinator or make arrangements for a third party scheduling coordinator at the Seller’s cost.

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Seller or its third party scheduling coordinator will be responsible for all CAISO imbalance costs, fee, and penalties associated with the delivery of the output from the project to the delivery point.

Other Considerations As previously noted, MEA will consider offers that include facility acquisition options for contracted generation assets within the County of Marin. Seller(s) should indicate the specific terms and conditions, including pricing and other pertinent details, which will facilitate MEA’s evaluative process for such options. In addition, the Seller(s) should specify whether or not the offer is for (i) the full project output, or (ii) partial output (with residual to other entity other than MEA).

Offer Requirements

A. Resultant PPA Due to the fact that the terms and conditions in a PPA will fluctuate widely depending on the type of resource being proposed, MEA has not included a sample PPA in this solicitation. However, each Seller should provide its standard terms and conditions for the proposed project, which could serve as an initial basis to effectuate the establishment of a transaction governed by a PPA.

B. Equipment Availability Some agreements may include a requirement to meet a minimum availability level. MEA will be entitled to damages (to be negotiated as part of the PPA, including but not limited to the right to terminate the PPA) in the event that the Seller fails to meet such requirements.

C. Re‑Power Projects Offers to re‑power an existing facility will be evaluated by MEA, and in its sole discretion, MEA may choose to accept a proposed offer if it meets the following criteria:

a. The proposed re‑power of a facility is anticipated to provide a remaining design life of thirty (30) years after the Initial Date of Delivery, as attested by a Licensed Professional Engineer in the State of California.

b. The re‑power provides increased capacity, increased efficiency, or an improvement in reliability to the offered project.

c. The proposed project has obtained or has submitted an application for the necessary permits to operate which authorize the re‑power and also the operation of re‑powered units from the applicable Air Pollution Control District.

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D. Intermittent Energy Management It is MEA’s intent to schedule energy deliveries from contracted resources according to industry practices applied in the WECC region. Seller(s) shall be responsible for scheduling, forecasting and managing the exposure to and cost of any imbalance penalty that they may be charged for their operations. Resources with uncontrolled fuel sources (such as wind) shall negotiate project‑specific terms and conditions with MEA on these issues. Seller also has the option of participation in a CAISO sponsored program such as the Participating Intermittent Resources Program; however, such participation will be at the Seller’s expense.

E. Environmental Attributes/Renewable Energy Certificates and WREGIS Registration In addition to the energy, Environmental Attributes/Renewable Energy Certificates are required to be provided monthly for all energy produced and purchased by MEA from a selected and contracted product offer, evidencing that MEA has exclusive rights to the Environmental Attributes/Renewable Energy Certificates. Environmental Attributes/Renewable Energy Certificates shall be tracked and managed by MEA for purposes of satisfying MEA’s renewable energy goals, objectives and reporting obligations associated with the California Renewables Portfolio Standard program, as may be amended or supplemented by the CPUC or CEC from time to time. Any Seller will be required to register with the Western Renewable Energy Generation Information System (WREGIS). Prior to the Initial Date of Delivery, Seller shall register the Facility in WREGIS and take all other actions necessary to ensure that the energy produced from the Facility is tracked for purposes of satisfying the California Renewables Portfolio Standard requirements, as may be amended or supplemented by the CPUC or CEC from time to time.

F. Project Certification and Environmental Attribute/Renewable Energy Certificate Tracking

The Seller will certify the proposed project as a renewable energy resource through the certification process administered by the California Energy Resources Conservation and Development Commission (California Energy Commission or successor referred to as CEC) and provide information requested by the California Energy Commission pursuant to Sections 399.13 (a) and 399.13(b) of the California Public Utilities Code, respectively. As part of this process, Seller should be prepared to complete and submit one of the following forms, CEC‑RPS‑1A or CEC‑RPS‑1B, as well as any supplemental registration/certification forms required by the CEC to certify RPS eligibility of proposed projects. These forms can be reviewed and downloaded from the CEC’s website:

http://www.energy.ca.gov/renewables/documents/index.html.

As previously noted, participation in a renewable energy certificate tracking system administered by the California Energy Commission (i.e. WREGIS or its successor) will also

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be required. The Seller(s) will be responsible for abiding by all rules and regulations of the tracking system including paying all necessary costs, reporting all applicable sales to MEA and transferring all Environmental Attributes/Renewable Energy Certificates to MEA.

G. Avoided Greenhouse Gas Emissions (GHG) Environmental improvement, specifically GHG emissions reductions, is a charter objective of the Marin Energy Authority. State legislation, such as Assembly Bill 32 (AB 32), the California Global Warming Solutions Act of 2006, and implementing regulations, also attempt to promote environmental improvement through the reduction of GHG. In consideration of this legislation and MEA’s interest in promoting environmental improvement, the Seller will project for a typical contract year the avoided GHG emissions that may be achieved through energy deliveries from the proposed project. It is MEA’s position that the delivery of renewable energy likely displaces energy generated by marginally priced resources, which are typically fueled by natural gas. With this in mind, MEA requires the Seller to estimate avoided GHG emissions in the following manner for each year in which energy is proposed to be delivered:

Projected Annual Energy Production (MWh typical year)

x Marginal Emission Rate

x Estimated Annual Avoided Emissions (Tons)

Where: Marginal Emission Rate = 0.56 Tons/MWh

The Seller will also transfer all rights associated with estimated avoided GHG emissions (using the aforementioned calculation) based on actual energy deliveries from the proposed project. Following any contract execution, Seller transfers to MEA all rights to avoided GHG emissions created by delivered energy from the project. Such avoided GHG emissions may be referenced by MEA in demonstrating compliance with any implementing regulations emanating from AB 32 or any other future legislation or regulations focused on the climate, environment or ecology.

H. CAISO Charges Seller shall be responsible for all CAISO charges and penalties associated with operation of the generating unit and transmission of energy to the Delivery Point. I. Collateral Requirements Seller(s) may be required to post collateral as an assurance of performance upon the negotiation of a contract acceptable to the Seller and MEA. Specific terms related to collateral posting will be negotiated with prospective Seller(s).

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J. Approvals Any agreement resulting from this process is expressly subject to:

1. Negotiation of a mutually satisfactory PPA, or other contract, and 2. Obtaining related approval(s) of the MEA Board of Directors.

K. Submittal Requirements All Sellers that respond to this RFP shall provide a Renewable Project Application (attached hereto as Appendix A) and shall include a narrative summary of the offering, technology, and state the period under which the terms and conditions of the response to the RFP will remain valid, and must be signed by an authorized representative. Sellers may also include any additional information related to the proposed project that may assist MEA during its evaluative process. Sellers of multiple projects for different technologies must submit a separate application for each of the proposed technology offers.

Instructions for Submittal

A. RFP Solicitation and Offer Submittal Instructions for Sellers The schedule below is an anticipated schedule for the solicitation process to this RFP.

Activity Date Release of Request For Proposals December 3, 2010 Pre‑Bid Meeting January 10, 2011 at 11:00 A.M. Deadline for Question Submittal January 14, 2011 Responses Due February 4, 2011 Short‑list Notification March 1, 2011 Short‑List Interviews March 7‑11, 2011 Contract Negotiation March 14‑May 31, 2011 Contract Approval and Execution May‑June 2011

B. Timelines for Submission The Pre‑Bid Meeting, which is scheduled to occur on January 10, 2011, at 11:00 A.M. Pacific Prevailing Time will take place at the San Rafael Corporate Center, Tamalpais Room, 750 Lindaro Street, San Rafael, CA 94901.

Participation in the Pre‑Bid Meeting may occur via teleconference in the event that registrants are unable to attend in person. The call‑in number will be posted on MEA’s website (http://marinenergyauthority.org) within one week of the scheduled teleconference.

Submission of Renewable Project Applications and other materials must be received by MEA by 2:00 PM Pacific Prevailing Time on the Response Deadline (February 4, 2011).

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C. General Contact Information General process and project questions related to this RFP shall be directed to the attention of Ms. Jordis Weaver. All questions shall be submitted in writing or via email. Contact information:

Marin Energy Authority Renewable Project Request for Proposals 781 Lincoln Avenue, Suite 320 San Rafael, CA 94901 Phone: 415.464.6021 Email: [email protected]

D. Clarifications and Amendments

Clarifications shall be requested in writing to the individuals listed above. Questions will be answered up until one week before the Response Deadline. Clarifications and amendments to the RFP Renewable Project Application will be posted on MEA’s website located at: http://marinenergyauthority.org. Prospective Sellers will be responsible for accessing posted documents.

E. Submittals Proposals must be received by 2:00 PM Pacific Time on February 4, 2011. Each respondent should provide five (5) double‑sided copies of its proposal at the time of submittal. Receipt by MEA of an electronic copy by the due date will satisfy this requirement, provided that MEA receives five (5) double‑sided hardcopies by the close of business two business days following the proposal due date. Copies of the proposal should be sent to the following addresses:

Marin Energy Authority Renewable Project Request for Proposals 781 Lincoln Avenue, Suite 320 San Rafael, CA 94901 Phone: 415.464.6021 Email: [email protected]

Inquiries regarding this RFP may be directed to Ms. Jordis Weaver at 451.464.6021. Specific questions about the RFP should be sent via e‑mail to [email protected] no later than January 14, 2011. A summary of all written questions received and responses will be posted on MEA’s website approximately one week following the Deadline for Question Submittal.

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Evaluation

A. Evaluation Process and Criteria MEA may request, from any Seller at any time, additional information on any offer for the purpose of clarification. MEA shall have the right, at its sole discretion, to request this information without notifying other potential Sellers. MEA will pre‑screen all responses prior to a detailed evaluation of the completed Renewable Project Application package. The minimum qualifications for pre‑screening purposes include the following:

Is the proposed renewable resource listed as an Eligible Renewable Energy Resource according to CEC’s prescribed criteria?

Does the offer include Environmental Attributes/Renewable Energy Certificates?

Is there a cover letter signed by an officer of the company authorized to enter the

company into negotiations for a PPA included with the Renewable Project Application?

Are there five originals and one electronic copy of the submittal included in the

response package?

If the project is a proposed re‑power project, does it include an attestation from a Licensed Professional Engineer from the State of California to indicate the remaining design life of the project?

Does the Renewable Project Application package include only one proposed project?

Is the proposal complete enough to allow MEA to conduct a detailed evaluation of the

project to determine its benefits so actual contract negotiations could begin in a reasonable timeframe (i.e., has the applicant specifically identified the project location, fuel source availability, point of planned interconnection and delivery, cost assumptions, etc.)?

A “No” response to any of the above questions will automatically establish grounds for the Response to be disqualified. After prescreening, the Renewable Project Application will be evaluated against a common set of criteria that will include various factors. A partial list of factors to be considered

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during MEA’s evaluative process is included below. This list may be revised at MEA’s sole discretion.

Cost Availability Initial Date of Delivery

Available Renewable Energy Certificates

Project Location & Point of Delivery

Resource Type and Diversity

Environmental Impacts and Local Benefits

Qualification of Project Team Financial Stability of Project

Owner MEA reserves the right to consider other factors than those specified above and to request additional information from respondents as needed to assist in selecting the proposal(s) for further consideration. Through issuance of this RFP, MEA makes no commitment to any bidder that it will be awarded a contract to provide the solicited services. MEA reserves the right to discontinue this RFP process at any time for any reason.

Based on the outcome of the evaluation, MEA will establish a shortlist of selected offers and will enter into PPA negotiations.

B. Shortlist & Shortlist Deposit In order to engage MEA in negotiations, the prospective Seller(s) on the shortlist will be required to pay a $2.00/kW deposit (“Shortlist Deposit”). The purpose of the Shortlist Deposit is to secure the obligation of each respondent during the negotiation and approval process, and to ensure that each offer has been carefully considered and represents a binding offer to MEA. MEA will notify the respondents if they have been selected as part of the shortlist to make the Shortlist Deposit. Such deposit will be required within ten (10) business days after such notification. If a Seller fails to submit the Shortlist Deposit, the offer will be rejected and removed from the Shortlist. The form of the Shortlist Deposit can be in cash or as a Letter of Credit. MEA will pay interest on each cash deposit, calculated on a monthly basis and compounded at the end of each calendar month from the date the Shortlist Deposit is fully deposited until the earlier of: (i) the return of the cash Shortlist Deposit to the respondent, or (ii) the date when the Shortlist Deposit is used as part of Project Development Security as negotiated in an agreement resulting from this RFP. The applicable interest rate will be determined at a later date, subject to MEA’s approval, and agreed upon by the respondent should the respondent wish to participate further in the RFP process.

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In lieu of a cash deposit, the respondent may provide a Shortlist Deposit using an irrevocable, standby letter of credit, in a form acceptable to MEA, issued by a U.S. commercial bank or foreign bank with a U.S. branch with such bank having total assets of at least USD$10 billion and a senior unsecured debt rating of no lower than A2 from Moody’s Investor Services, Inc., or its successor (“Moody’s”) or A from Standard & Poor’s Rating Group, or its successor (“S&P”). Costs of the letter of credit shall be borne by the respondent.

The Shortlist Deposit shall be returned by MEA under one of the following situations: Upon execution and approval of a negotiated agreement and the Seller’s

submission of the collateral required under the agreement where funds will be used as Project Development Security;

MEA’s rejection of the offer subsequent to shortlist selection; If in the course of negotiations, the respondent and MEA cannot agree to the terms

of the offer and MEA rejects the offer and any agreement submitted by a respondent;

If at any time the respondent submits a letter of notification indicating the withdrawal of an offer within ten (10) days of being notified of the respondent’s selection to be a part of the shortlist.

A respondent will forfeit the Shortlist Deposit if: The respondent submits a notice to withdraw out of time as specified above; If there is any material misrepresentation of pricing or non‑price information

submitted by the respondent; If the respondent files for bankruptcy, or is involved in other similar proceeding;

or There is a merger or buyout without the assumption of the obligations proposed.

In the event that forfeiture of the Shortlist Deposit takes place, MEA will be entitled to draw upon the shortlist Deposit in its entirety as payment to MEA for direct and indirect damages incurred in connection with the respondent’s withdrawal of the offer or any misrepresentation.

Upon selection to become part of the shortlist, respondents that are offering the same capacity and/or energy from one resource to multiple solicitations are advised that if MEA notifies a respondent that their offer is being shortlisted, the respondent MUST immediately withdraw their offer from all other solicitations or risk being removed from the MEA shortlist. MEA may also require the prospective Seller(s) to enter into an exclusivity agreement, which would preclude the Seller from engaging in discussions with other buyers during the negotiation process.

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Other Notices

A. Proprietary & Confidential Information Submitted offers may include proprietary and/or confidential information. Sellers are advised that Section 6253 of the California Public Records Act provides that any person may receive a copy of any identifiable public record that is not exempt from disclosure under other provisions of the Act. MEA will disclose such documents unless (1) the data submitted in response to this RFP is stamped ʺProprietary/Confidential Materials;ʺ and (2) the stamped data qualifies as proprietary and confidential information under the Public Records Act. MEA reserves the right to release such information to its advisers for purposes of evaluating the Seller’s offer. In the event that such release to advisers is made, advisers will be bound to the same standard of care with respect to disclosure as MEA. Neither MEA nor its advisers will be liable for any damages resulting from any accidental disclosure before, during or after this RFP solicitation process, even if the documents are marked as Proprietary/Confidential Materials.

B. Preparation Cost and Ownership of Offers MEA shall not be responsible for any of the Seller’s costs incurred to prepare, submit, negotiate, or to enter into a PPA, or for any other activity related thereto to meet the Requirements for offers established in this RFP. All submittals shall become the property of MEA and will not be returned.

C. Release of MEA for Delays The Seller acknowledges that it bears sole responsibility for submitting all applications and obtaining all necessary permits, leases or mortgages, interconnection, financing and other agreements necessary for the Seller to perform under proposed operation as submitted in the Renewable Project Application and supporting documentation. Seller further acknowledges that it will hold MEA harmless and not liable for:

i. Any time and costs required to complete studies to obtain required permits for project operation, or enter into necessary agreements for the construction of a new project or re‑power project as contemplated by this RFP (including without limitation any interconnection arrangements that must be made with other parties, certification requirements, leases, mortgages, financing, or permits).

ii. Any time and costs required to perform any transmission facility upgrades necessary to meet the Initial Date of Delivery as set forth by this RFP.

iii. Any time and costs to construct the project.

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iv. Costs to construct any upgrades to transmission facilities, to the extent that the actual costs differ from any original cost estimates used to establish the offered price in the Renewable Project Application.

v. Time required to obtain environmental permits to construct or operate, including acquisition of any emission reduction credits required by law or regulation.

D. Revisions and Supplements Any revisions made to this RFP will be posted on MEA’s website as an addendum. Potential Sellers will be responsible for accessing posted documents for this RFP at MEA’s website located at http://marinenergyauthority.org and for reflecting any amended or updated requirements, informational requests or other changes in Seller’s response(s).

E. CEC Renewable Certification

Prior to delivery of any energy to MEA, Seller must complete all applicable renewable certifications required by the CEC to establish the proposed facility(ies) as an eligible renewable resource project. The CEC provides more information regarding these certifications on its website: http://www.energy.ca.gov/renewables/documents/index.html

F. Early Power Delivery In the event that a selected project offer is capable of delivering electric capacity and energy prior to the Initial Date of Delivery, both MEA and Seller may negotiate pricing terms for the delivery of electric capacity and energy. On the Initial Date of Delivery, the payment to Seller shall automatically adjust to the payment structure negotiated in the PPA between MEA and Seller. Notwithstanding the possibility for such arrangements, MEA shall be under no obligation to enter into negotiations for early delivery of electric capacity and energy.

G. Termination of RFP Process MEA reserves the right to at any time, in its sole discretion, terminate this bidding process, to change dates specified in this RFP, to change the basis for evaluation of offers, to accept any offer and to enter into a PPA, and to evaluate the qualifications and proposals of any Seller upon notice of termination of this RFP process.

H. Definition of Terms Please refer to Appendix B.

APPENDIX A

MARIN ENERGY AUTHORITY

REQUEST FOR PROPOSALS

RENEWABLE PROJECT APPLICATION

Each Seller is required to complete this Renewable Project Application completely, using separate copies of the Renewable Project Application to describe each proposed project. If a project involves multiple generators of like kind, using the same renewable resource (e.g., multiple wind generators or small hydro generators), please list the number of generators. Use separate sheets as necessary to provide the required information, referencing the numbered sections on this application. The offering description and information presented in this application shall be no longer than 15 single‑spaced typed pages. Additional pages may be used as appendices to show resumes of key people, company literature, published reports of past performance, and other pertinent information. To facilitate MEA’s review process, each response must: 1) contain all of the applicable information requested within this application; and 2) be organized in similar sequence to the order in which these items appear below. If an item is not applicable, please indicate by specifying “N/A” for “Not Applicable” and provide a brief explanation of why the item is not applicable. In each response, the burden of proof is on the Seller to support the information provided in this Application. MEA will not perform additional research and will not be responsible for potential future costs, if such costs are incurred by the Seller in order to meet the requirements as stated in this RFP. If there is a conflict between the terms used in this application and any other documents that constitute this RFP, the conflict shall be resolved by taking the following document priority: i) RFP Process & Specifications, and ii) the Renewable Project Application. In the event that a PPA is executed by MEA with any of the Sellers, the PPA shall take precedence over any other documentation in this RFP package.

REQUEST FOR PROPOSALS MEA RENEWABLE PROJECT APPLICATION

Renewable Resource Type: Is this a re‑power project? □ Yes □ No

Seller’s Name:

If the project has more than one owner, please list each owner and ownership share: Owner: Ownership Share: Owner: Ownership Share: Owner: Ownership Share: Owner: Ownership Share: Website(s), if available: Please include Resumes of key people.

Seller’s Representative Contact Information Company (if applicable): Authorized Contact Name: Title: Street Address: City: State: Zip Office Telephone Number: Fax Number: E‑mail Address: Website, if available:

Offered Project/Facility Location Street Address: City: State: Zip Estimated plant service life? Yrs. 1) Does the project meet the CEC’s Renewable Resource eligibility criteria? □ Yes □ No

If “Yes,” has the project already received CEC certification as an Eligible Renewable Energy Resource?

2) Please check the options that best describes your offer: □ Unit Contingent Firm Capacity and Energy

□ Firm/Shaped Capacity/Energy □ As‑Available Energy or Intermittent Energy

Please indicate the number of generators (only of like kind and same technology) being included in this offer as a single facility: No. Generators:

3) Delivery Point: PG&E Load Aggregation Point (LAP), as defined by the CAISO. Also, please specify if the project is in the CAISO’s interconnection queue):

4) Please describe interconnection and transmission arrangements to deliver project

output to the Delivery Point.

5) General Project Information a. Contract Capacity: MW b. Annual Capacity Factor: % c. Net Annual Energy Production: GWh d. Manufacturers of Major Components of the project

i. Component Manufacturer ii. Component Manufacturer iii. Component Manufacturer iv. Component Manufacturer

(Please attach another sheet if necessary).

6) Term (note: minimum term required is 10 yrs) a. Maximum Term Requested: Yrs.

7) Price: For all Products:

a. Melded Price for Capacity and Energy: $/MWh b. If shaping is being provided for Intermittent Products please specify:

i. Shaping Price included in Melded Price above: $/MWh

Escalation Factor (if applicable) for Melded Price above: a. List Index Used (if applicable): b. Fixed Rate: %

8) Does this price include all transmission charges associated with transporting the power to the point of delivery? □ Yes □ No

9) Please provide an RPS Certified Supplier Number (if project is already certified as an Eligible Renewable Resource through the CEC): RPS Certified Supplier No.:

10) If applicable, please provide the following air emissions information lbs/kWh:

CO2 lbs/kWh CO lbs/kWh NOx lbs/kWh

SO2 lbs/kWh PM10 lbs/kWh

Total Particulates lbs/kWh Hazardous Materials lbs/kWh 11) Please estimate annual avoided GHG emissions for a typical contract year using the

following formula:

Projected Annual Energy Production (MWh typical year)

x Marginal Emission Rate

x Estimated Annual Avoided Emissions (Tons)

Where: Marginal Emission Rate = 0.56 Tons/MWh

Estimated Annual Energy Production (MWh)

Total avoided GHG emissions (tons)

12) If applicable, will emission reduction credits have to be obtained for your facility? □ Yes □ No

13) Please list the environmental benefits of the proposed offer to Marin County.

14) Please provide a brief description of the Seller’s corporate structure. If applicable, provide descriptions for each member of a consortium or partnership.

15) How many years has the Seller’s organization been in business as a developer of power projects (under the present name)?

No. of Years:

16) Please list the renewable energy projects that the Seller has developed or participated in within the last 5 years? No. of Projects: 1. 4. 2. 5. 3. 6. (If more space is needed, please attach a separate sheet).

17) Please list all other power supply projects or independent power supply ventures that the Seller has participated in or pursued within the last 5 years. No. of Projects: 1. 5. 2. 6. 3. 7. 4. 8. (If more space is needed, please attach a separate sheet).

18) Please provide a list of at least 3 former clients for which the Seller has provided similar power supply services (include names of client representatives, and phone numbers).

Client Name Representative Name Telephone No.

19) Is the Seller currently a debtor in a bankruptcy case? □ Yes □ No

20) Has the Seller’s organization been in bankruptcy at any time within the last five years (besides case listed above)?

□ Yes □ No

21) Has the Seller, or any of the offered project’s owners, officers, or partners ever been found liable in a civil suit, or found guilty in a criminal action, for making any false claim or material representation to any public agency or entity? □ Yes □ No

22) Has the Seller, or any of the offered project’s owners, officers, or partners ever been convicted of a federal or state crime of fraud, theft or any other act of dishonesty? □ Yes □ No

23) Has the Seller been involved in contract disputes involving similar projects during the last five years? □ Yes □ No If Yes, how many?

24) Please provide a brief summary of the Seller’s financial stability and credit rating, and provide financial statements (or links to applicable filings that can be accessed via internet) for the last 2 years (if partnerships are contemplated, or guaranty, please provide statements for all involved).

25) Please provide a brief explanation of the assumptions underlying any financing activities that will be required to complete the proposed project, if it is not yet built. Include specific sources of financing, if known.

26) Please provide a brief explanation of state and federal incentives (i.e. tax credits, state subsidies, and other awards or programs) that were considered in the economic assumptions and the impact of those assumptions on pricing structure, as presented in Question 7, or other proposed terms for the offer. Also, provide proposed product pricing if such incentives cannot be retained.

27) Please provide a brief description of fuel source for the proposed offer, and a brief description of how proposed fuel supply will be maintained for the proposed term of a PPA (i.e. biomass supply, etc.). If fuel supply comes from a specific location/contractor, please provide such information (i.e. geothermal steam well) as well as any agreements providing for necessary fuel supplies over the proposed contract term.

28) Please indicate the Initial Date of Delivery for the proposed project: Also, include a proposed project development timeline with your application, which identifies the Initial Date of Delivery as well as other pertinent development milestones. If this is a new project that will be constructed, include times when appropriate permits from the appropriate environmental agencies and regulatory agencies, and other required certifications will be obtained in order to effectuate the operation of the facility under the terms established by this RFP.

29) Please list any anticipated economic benefits to the member agencies of MEA.

30) Is your offer the subject of negotiations with any other party? □ Yes □ No If “Yes,” please list to the extent allowed by any confidentiality agreements, the party(ies) to which this offer has been extended, the current status of the offer, and any other relevant disclosures.

31) Please provide any additional information not requested by MEA‑ in particular, information that may explain further the benefits of selecting your offer.

32) If your offer is for firm capacity, please fill in the following table:

Note: This table depicts the guaranteed firm energy, expressed in MWh, and the guaranteed capacity, expressed in MW, by month.

Generation Month

On‑Peak (MWh)

Off‑Peak (MWh)

Capacity (MW)

January February March April May June July August September October November December

If your offer is for As‑Available Energy, please fill in the following table:

Note: Please estimate the energy profile expected, expressed in MWh, for each month.

33) Is the Seller proposing a purchase option for the contracted generation assets (either a buyout option or turnkey acquisition agreement)?

□ Yes □ No If “Yes,” please elaborate on any pricing considerations associated with this option, including impacts to energy pricing schedules, contract term and any other relevant details that will assist MEA in evaluating the purchase option.

34) Please provide the standard terms and conditions of your proposed power purchase agreement.

35) Please provide detail related to site control for the proposed project. If site control has been achieved, please indicate the method that will be used to demonstrate the sufficiency of this arrangement (e.g. ownership, lease, option, development right or other contractual mechanism/agreement). If site control has not yet been achieved, please describe your plans for satisfying this requirements as well as a proposed schedule.

Generation Month

On‑Peak (MWh)

Off‑Peak (MWh)

January February March April May June July August September October November December

APPENDIX B

DEFINITION OF TERMS As‑Available Energy – Energy delivered whenever it can be produced by the facility. In this case, no minimum plant availability factor is enforced. Curtailments are only due to the cause of plant unavailability, not because of economic or other reasons. CEC – The California Energy Commission, or its successor. CAISO – The California Independent System Operator, or its successor. Delivery Point – For the purposes of this RFP, the Delivery Point shall be the PG&E Load Aggregation Point (LAP), as defined by the CAISO. Environmental Attributes/Renewable Energy Certificates – means any and all credits, benefits, emissions reductions, environmental air quality credits, and emissions reductions credits, offsets, and allowances, howsoever entitled, resulting from the avoidance of the emission of any gas, chemical, or other substance attributable to an offered product, or the generation, purchase, sale or use of energy from or by the offered project and which Seller has acquired from the owner of a proposed project upon such attributes coming into existence, and including, without limitation, any of the same arising out of legislation or regulation concerned with oxides of nitrogen, sulfur, or carbon, with particulate matter, soot, or mercury, or implementing the United Nations Framework Convention on Climate Change or the Kyoto Protocol to the UNFCCC or crediting “early action” emissions reduction, or laws or regulations involving or administered by the CAMD, and all Environmental Attribute Reporting Rights. One (1) MWh of electrical energy from the proposed project offer, as metered at the propose point of delivery, corresponds to one (1) MWh Environmental Attribute and one Renewable Energy Credit. GWh – Gigawatthours, each GWh is equal to 1,000 megawatthours. Initial Date of Delivery – The date of delivery whereby the Seller guarantees the commencement of delivery of the selected offered project electrical output, and the seller ensures that they have i) obtained the necessary operating permits issued by the appropriate authorities for the operation of the facility, ii) certified

the project as a renewable resource through the California Energy Commission, iii) secured appropriate interconnection arrangements for the offered project. Melded Energy Price – A pricing structure developed by the Seller that combines the recovery of all project costs into an energy rate expressed in $/MWh and paid on all delivered MWh only. MW – Megawatt or megawatts. MWh‑ Mega‑watt‑hour or mega‑watt‑hours. A measure of energy expected to be generated in one hour by one MW of capacity. Off‑Peak – Those hours which the WECC defines as off peak, consisting of hours ending 22 through 24 and 01through 06 on all weekdays and Saturday, and all hours Sundays and Holidays On‑Peak – All hours defined by WECC as on peak, consisting of all hours that are not defined as off peak. Participating Intermittent Resources Program‑ A CAISO sponsored program that allows intermittent resources (i.e., currently only available to wind) to schedule energy in the forward market without incurring imbalance charges when the delivered energy differs from the scheduled amount, entails the forecasting of wind available for generation that enables generators to accurately schedule generation in accordance with CAISO timelines. Power Purchase Agreement ‑ A contract executed between MEA and the Seller, wherein the Seller delivers to MEA energy, capacity and associated Environmental Attributes/Renewable Energy Credits and MEA accepts and pays for the delivery of the energy, capacity and Environmental Attributes/Renewable Energy Credits. Project – The proposed facility, or generating resource, which will produce the renewable energy and REC’s being offered in response to this RFP. Rate of Delivery – The rate at which energy is delivered in MWh/h. Seller(s) – The respondent or group of entities responding to this RFP.

Submittal Letter – This document must accompany the Renewable Project Application and shall include a narrative summary of the offering, technology, and state the period under which the terms and conditions of the response to the RFP will remain valid, and must be signed by an authorized representative. WECC – The Western Electricity Coordinating Council, or its successor. WREGIS – The Western Renewable Energy Generation Information System, currently being developed by the California Energy Commission and various stakeholders.

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