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2018 BUNDLED RPS ENERGY SALES
Solicitation Instructions
Posted December 18, 2018
2018 Bundled RPS Energy Sales
List of Associated Documents
iii
TABLE OF CONTENTS
ARTICLE ONE. GENERAL INFORMATION .....................................1
1.1 Introduction ...................................................................................1 1.2 Definition of Products Being Solicited .........................................1
1.3 Basic Terms and Conditions .........................................................1 1.4 SCE Affiliates ...............................................................................2
ARTICLE TWO. PRODUCT PRICE ......................................................3
2.1 Product Price .................................................................................3
ARTICLE THREE. SOLICITATION SCHEDULE AND PROPOSAL
SUBMITTAL PROCESS ............................................4
3.1 Solicitation Schedule ....................................................................4
* SCE reserves the right to make changes to the above schedule. ...........4
3.2 Proposal Submittal Process ...........................................................4 3.3 Independent Evaluator ..................................................................5
ARTICLE FOUR. EVALUATION OF PROPOSALS .............................7
4.1 Proposal Evaluation Overview .....................................................7
ARTICLE FIVE. BUYER’S REPRESENTATIONS AND
WARRANTIES ............................................................8
ARTICLE SIX. REGULATORY APPROVAL ....................................9
6.1 CPUC and FERC Approvals .........................................................9 6.2 Support for Regulatory Purposes ..................................................9
ARTICLE SEVEN. CONFIDENTIALITY AND CONDUCT ................10
7.1 Confidentiality ............................................................................10
7.2 Conduct 11
ARTICLE EIGHT. WAIVERS AND RESERVATION OF RIGHTS ...12
8.1 Termination of Solicitation .........................................................12 8.2 Release of SCE for any Delays ...................................................12
8.3 Waived Claims ............................................................................12
ARTICLE NINE. COMMUNICATIONS ..............................................14
ARTICLE TEN. SCE RIGHTS AND DOCUMENT CONFLICTS ..15
10.1 SCE’s Rights ...............................................................................15 10.2 Document Conflicts ....................................................................15
2018 Bundled RPS Energy Sales
List of Associated Documents
iv
ASSOCIATED DOCUMENTS
APPENDIX A PRO FORMA REC SALES CONFIRMATION
APPENDIX B EEI ENABLING AGREEMENT COVER SHEET AND PARAGRAPH 10 TO THE
EEI COLLATERAL ANNEX
APPENDIX C 2018 BUNDLED RPS ENERGY SALES BID FORM
APPENDIX D NON-DISCLOSURE AGREEMENT
APPENDIX E GUARANTY FORM
The above documents may be located and downloaded from the Solicitation Website which
may be found here: https://www.sce.com/RECSalesRFO (“the “Website”)
2018 Bundled RPS Energy Sales
Article ONE General Information
Page 1
ARTICLE ONE. GENERAL INFORMATION
1.1 Introduction
In this 2018 Bundled RPS Energy Sales Solicitation (“Solicitation”), Southern California
Edison Company (“SCE”) is soliciting proposals (“Proposal” or “Proposals”) from interested
offerors (“Buyer” or “Buyers”) to purchase energy and associated Renewable Energy Credits
(“RECs”) (collectively “Product”) from SCE using an agreement in the form of the Pro
Forma REC Sales Confirmation (“REC Sales Agreement”), attached hereto as Appendix A
and posted on the Website.
The purpose of these Solicitation Instructions (“Instructions”) is to:
(a) Describe the Product for which SCE is soliciting;
(b) Set forth the requirements of each Proposal;
(c) Document the rights that SCE reserves for itself with regard to the
Solicitation; and
(d) Describe the time frame for the Solicitation.
These Instructions and the documents contained in Appendices A – E (the
“Associated Documents”) are available on the Website.
Capitalized terms used in these Instructions, but not otherwise defined herein have the
meanings set forth in the REC Sales Agreement.
1.2 Definition of Products Being Solicited
SCE will be selling bundled RPS-eligible energy and associated RECs to interested
buyers. The Product will come from resources within SCE’s portfolio of energy.
Proposals to purchase Category 1 RECs from SCE will only be accepted for RECs
that are generated between 2019 and 2020 (2019 to 2020 vintage RECs).
For a complete definition of what constitutes Category 1, SCE encourages all Buyers
to review California Public Utilities Commission (“CPUC”) Decision (“D.”) 11-12-
052, available at the following link:
D1112052 Implementing Portfolio Content Categories for the Renewables Portfolio
Standard Program
1.3 Basic Terms and Conditions
(a) Price: Published CAISO Day-Ahead Market SP15 price plus a price for the
associated REC that is specified by Buyer.
2018 Bundled RPS Energy Sales
Article ONE General Information
Page 2
(b) Term Length: Two years or less (deliveries in 2019 and/or 2020 only).
(c) Quantity: Buyers may specify any quantity of Product.
(d) SCE will only consider Proposals that are substantially complete and include
all of the applicable information, representations, warranties, and covenants as
set forth in these Instructions and/or the 2018 Bundled RPS Energy Sales Bid
Form that Buyers are required to complete (the “Proposal Form”).
(e) The primary method for exchange of information or documents concerning
this Solicitation, including any such exchange concerning the preparation or
submission of Proposals to SCE, will be via email at: [email protected]
(“Email Address”) or other method designated by SCE. No registration is
required to participate in this Solicitation.
SCE may, in its sole discretion, decline to respond to any correspondence or
other inquiry about this Solicitation without liability or responsibility.
(f) SCE will host a conference to discuss this Solicitation with interested parties.
Information on how to attend the conference will be made available on the
Website.
1.4 SCE Affiliates
SCE affiliates are permitted to participate in this Solicitation. Buyers must disclose if
they are an SCE affiliate.
*** End of ARTICLE ONE ***
2018 Bundled RPS Energy Sales
Article TWO Product Price
Page 3
ARTICLE TWO. PRODUCT PRICE
2.1 Product Price
SCE intends to sell Product to those Buyers that have executed a REC Sales Agreement
with SCE at the Contract Price, in $/MWh, as defined in the REC Sales Agreement and
further outlined below.
The Contract Price submitted by Buyer as part of its Proposal must:
(a) Conform with the pricing requirements in the REC Sales Agreement;
(b) Assume, if applicable, posting all collateral and any other security as required by
the REC Sales Agreement;
SCE will not accept any indexed pricing Proposal.
*** End of ARTICLE TWO ***
2018 Bundled RPS Energy Sales
Article THREE Solicitation Schedule and Submittal Process
Page 4
ARTICLE THREE. SOLICITATION SCHEDULE AND PROPOSAL SUBMITTAL
PROCESS
3.1 Solicitation Schedule
Dates* Event
September 27, 2018 SCE launches the 2018 Bundled RPS Energy Sales
Solicitation
October 2, 2018 SCE hosts a Solicitation Conference
October 9, 2018, 12:00 pm
Pacific Prevailing Time Buyers provide all Proposals to SCE via email
November 15, 2018 Buyers notifies Buyers of selection status
January 18, 2019 Contract execution
* SCE reserves the right to make changes to the above schedule.
3.2 Proposal Submittal Process
In order to have a complete and conforming Proposal submittal package, a
Respondent must provide the following documents as electronic attachments to the
emailed Proposal by 12:00 p.m. PPT on October 9, 2018:
(1) A fully completed Proposal Form (Appendix C) with final, binding pricing
i. Buyer must input all information and send the Proposal Form to
SCE and the Independent Evaluator at the Email Address prior to the
due date. The Proposal Form can be found and downloaded from the
Website.
ii. The Proposal Form has “check the box” attestations that Buyer
must acknowledge. If Buyer is unwilling to make the required
attestations by checking the box, Buyer cannot participate in this
Solicitation.
iii. Buyer is responsible for the accuracy of all information sent to
SCE at the Email Address. SCE will not alter, update, or change any
information submitted. Buyer risks disqualification if delivered
information is incorrect or is in conflict with any uploaded documents.
Buyer is advised to use care when assembling and delivering all
required information.
iv. Proposals that are incomplete or are delivered to SCE other than
through the Email Address will be rejected. Printed copies of
2018 Bundled RPS Energy Sales
Article THREE Solicitation Schedule and Submittal Process
Page 5
Proposals, as well as electronic copies via CD, DVD, or flash drive,
will not be accepted.
v. The Proposal Form must be completed and uploaded by the date
and time indicated in the Solicitation Schedule above. The date and
time set for submission of the Proposal will be strictly enforced. Late
submissions will be rejected.
vi. Once SCE has completed its review of the Proposal Form, SCE
may ask Buyer for additional information.
vii. If Buyer is unresponsive to SCE’s requests for documentation,
then the Proposals from Buyer may be disqualified from further
consideration.
(2) An executed Confidentiality Agreement/NDA (Appendix D), unless
Respondent already has in place an evergreen NDA with SCE or has agreed to
the ‘check the box’ Non-Disclosure attestations in the Proposal Form; and
(3) Fully-executed or minimally modified Enabling Agreement (Appendix B).
SCE will not accept Proposals received after this submittal deadline. SCE will only
consider submissions that, as of the submittal deadline, constitute complete and
conforming indicative Proposals.
In addition to the attachments listed above, for parties that do not have an enabling
agreement in place with SCE, SCE requests that Respondents submit as part of
their Proposal submittal package:
(1) Copies of their two most recent audited annual financial statements, including
certified independent accountant reports thereon;
Each attachment to the emailed Proposal should be labeled with a unique identifier
containing the company name, document name and date (e.g., RespondentName-
SCE 2018 Bundled RPS Energy Sales RFO_Proposal Template-mm.dd.yy.xlsx).
3.3 Independent Evaluator
SCE has engaged an Independent Evaluator (“IE”), Accion Group, to evaluate and
report on the solicitation, evaluation, selection, and negotiation process for this
Solicitation.
The Independent Evaluator will review all Proposals and will have the opportunity to
be present at all meetings and conference calls between SCE and Buyers.
The Independent Evaluator will have full access to the Website and all
correspondence to and from Buyers. All email correspondence with SCE and
electronic copies of all applicable RFO Documents must be also be emailed (cc’d) to
the Independent Evaluator at: [email protected] and
2018 Bundled RPS Energy Sales
Article THREE Solicitation Schedule and Submittal Process
Page 6
The Independent Evaluator will periodically make presentations to SCE, the CPUC
and SCE’s Procurement Review Group (“PRG”) in order to ensure that the Solicitation
process remains open, fair and transparent.
Questions regarding the integrity of the evaluation process or the role of the IE may be
referred to Harry Judd and/or Sheri Vincent-Crisp of Accion Group at the following e-
mail addresses: [email protected] and [email protected].
*** End of ARTICLE THREE ***
2018 Bundled RPS Energy Sales
Article FOUR Evaluation of Proposals
Page 7
ARTICLE FOUR. EVALUATION OF PROPOSALS
4.1 Proposal Evaluation Overview
For Proposals to purchase RECs, SCE will consider price and quantity as the sole
quantitative criteria taking into consideration vintage and other relevant factors. SCE
may consider qualitative factors such as the existence of an EEI Master Agreement
between SCE and the Buyer, structure of the purchase offered by Buyer (such as
requests for Product from one specific resource over a set amount of time or a set
quantity of RECs delivered monthly, etc.).
PLEASE NOTE THAT SCE WILL NOT NEGOTIATE OR ACCEPT
CHANGES TO THE REC SALES AGREEMENT FOR THIS
SOLICITATION.
Buyer specific details will be filled in but otherwise no changes will be made.
*** End of ARTICLE FOUR ***
2018 Bundled RPS Energy Sales
Article FIVE Buyer’s Representations and Warranties
Page 8
ARTICLE FIVE. BUYER’S REPRESENTATIONS AND WARRANTIES
5.1 By submitting a Proposal to SCE, the Buyer represents and warrants that its offered
Contract Price assumes that Buyer will post all collateral equal to the amounts
specified in the REC Sales Agreement.
*** End of ARTICLE FIVE ***
2018 Bundled RPS Energy Sales
Article SIX Regulatory Approval
Page 9
ARTICLE SIX. REGULATORY APPROVAL
6.1 CPUC and FERC Approvals
SCE’s obligations under a signed REC Sales Agreement (“Final Agreement”) will
only become effective upon CPUC Approval.
In the event a transaction occurs between SCE and any of its Affiliates, such Final
Agreement may also require FERC approval. In such case, SCE’s obligations under
such Final Agreement will only become effective upon approval by both the CPUC
and FERC.
6.2 Support for Regulatory Purposes
SCE may request that Buyer provide updates of any information requested in this
Solicitation for purposes of filing applications or advice letters with the CPUC for
approval of any Final Agreement.
*** End of ARTICLE SIX ***
2018 Bundled RPS Energy Sales
Article SEVEN Confidentiality and Conduct
Page 10
ARTICLE SEVEN. CONFIDENTIALITY AND CONDUCT
7.1 Confidentiality
By submitting a Proposal, Buyer agrees to be bound by the confidentiality provisions
in these Instructions including, without limitation, the provisions of the Non-
Disclosure Agreement included as Appendix D (the “NDA”). No Buyer shall
collaborate on or discuss with any other Buyer any potential bidding strategies, the
substance of any Proposals, including without limitation the price or any other terms
or conditions of any proposals, or whether SCE has selected Buyer’s Proposal or not.
All information and documents in Buyer’s Proposal that have been clearly identified
and marked by Buyer as “Confidential” on each page on which confidential
information appears shall be considered confidential information. SCE shall not
disclose such confidential information and documents to any third parties except form
SCE’s employees, agents, counsel, accountants, advisors, or contractors who have a
need to know such information and have agreed to keep such information confidential
and except as provided otherwise in this section. In addition, Buyer’s Proposal and
other information submitted to SCE will be disclosed to the Independent Evaluator.
Notwithstanding the foregoing, it is expressly contemplated that the information and
documents submitted by Buyer in connection with this Solicitation, including Buyer’s
confidential information, may be provided to the CPUC, its staff, and the PR. SCE
retains the right to disclose any information or documents provided by Buyer to the
CPUC, the PRG, in the advice letter filing or in order to comply with any applicable
law, regulation, or any exchange, control area or California Independent System
Operator (“CAISO”) rule, or order issued by a court or entity with competent
jurisdiction over SCE at any time even in the absence of a protective order,
confidentiality agreement, or nondisclosure agreement, as the case may be, without
notification to Buyer and without liability or any responsibility of SCE to
Buyer. SCE cannot ensure that the CPUC will afford confidential treatment to
Buyer’s confidential information, or that confidentiality agreement or orders will be
obtained from and/or honored by the PRG, the California Energy Commission
(“CEC”), or the CPUC. By submitting a Proposal, Buyer agrees to adhere and be
bound by the confidentiality provisions described in this section and the NDA.
2018 Bundled RPS Energy Sales
Article SEVEN Confidentiality and Conduct
Page 11
The treatment of confidential information described above shall continue to apply to
information related to selected Proposals.
7.2 Conduct
It is expected that the parties will act in good faith in their dealings with each other
with respect to this Solicitation. Buyer may not engage in Communications (as
defined in Article Nine) with any other Buyer in the Solicitation concerning the price
terms contained in their Proposal or related matters.
*** End of ARTICLE SEVEN ***
2018 Bundled RPS Energy Sales
Article EIGHT Waivers and Reservation of Rights
Page 12
ARTICLE EIGHT. WAIVERS AND RESERVATION OF RIGHTS
8.1 Termination of Solicitation
SCE reserves the right at any time to modify any dates specified in this Solicitation or
abandon this Solicitation without notice, without assigning any reasons, and without
liability of Edison International, SCE or any of their subsidiaries, affiliates or
representatives to any Buyer.
SCE will not be deemed to have accepted any Proposal, and will not be bound by any
term thereof, unless and until authorized representatives of both SCE and Buyer
execute a Final Agreement and, if appropriate, related collateral and other required
agreements.
In the event that SCE terminates this Solicitation, Buyer shall be responsible for any
expenses incurred by Buyer as a result of this Solicitation.
8.2 Release of SCE for any Delays
Buyer acknowledges that except for SCE’s obligation to submit a fully executed Final
Agreement to the CPUC for approval, Buyer bears sole responsibility for taking all
actions necessary for Buyer to perform under a Final Agreement.
Buyer further acknowledges and agrees that SCE shall have no liability for any delay
or cancellation in the Solicitation or any failure to reach agreement on, or time
required to approve and sign, any REC Sales Agreement.
8.3 Waived Claims
By submitting a Proposal, Buyer knowingly, voluntarily, and completely waives any
rights under statute, regulation, state or federal constitution or common law to assert
any claim, complaint or other challenge in any regulatory, judicial or other forum,
including without limitation, the CPUC (except as expressly provided below), the
FERC, the Superior Court of the State of California (“State Court”) or any United
States District Court (“Federal Court”) concerning or related in any way to the
Solicitation or these Instructions, including all exhibits, attachments, and appendices
thereto (“Waived Claims”). Buyer further expressly acknowledges and consents that
if it asserts any Waived Claim at the CPUC, FERC, State Court or Federal Court, or
otherwise in any forum, to the extent that Buyer’s Proposal has not already been
disqualified, SCE is entitled to automatically disqualify the Proposal from further
consideration in the Solicitation or otherwise, and further, SCE may elect to terminate
the Solicitation.
By submitting a Proposal, Buyer further agrees that the sole forum in which Buyer
may assert any challenge with respect to the conduct or results of the Solicitation is at
the CPUC. Buyer further agrees that: (1) the sole means of challenging the conduct
2018 Bundled RPS Energy Sales
Article EIGHT Waivers and Reservation of Rights
Page 13
or results of the Solicitation is a complaint filed under Article 3, Complaints and
Commission Investigations, of Title 20, Public Utilities and Energy, of the California
Code of Regulations, (2) the sole basis for any such protest shall be that SCE
allegedly failed in a material respect to conduct the Solicitation in accordance with
these Instructions; and (3) the exclusive remedy available to Buyer in the case of such
a protest shall be an order of the CPUC that SCE again conduct any portion of the
Solicitation that the CPUC determines was not previously conducted in accordance
with these Instructions (including any Associated Documents). Buyer expressly
waives any and all other remedies, including, without limitation, compensatory and/or
exemplary damages, restitution, injunctive relief, interest, costs and/or attorneys’ fees.
Unless SCE elects to do otherwise in its sole discretion, during the pendency of such
a protest the Solicitation and any related regulatory proceedings related to the
Solicitation will continue as if the protest had not been filed, unless the CPUC issues
an order suspending the Solicitation or SCE has elected to terminate the Solicitation.
Buyer further acknowledges and agrees that if Buyer asserts any Waived Claim, SCE
shall be entitled to seek immediate dismissal of Buyer’s claim, complaint or other
challenge, with prejudice, by filing a motion to dismiss (or similar procedural device)
supported by the language in this Article Eight and that Buyer will not challenge or
oppose such a request for dismissal. Buyer further acknowledges and agrees that if it
asserts any Waived Claim, and if SCE successfully has that claim dismissed or
transferred to the CPUC, Buyer shall pay SCE’s full costs and expenses incurred in
seeking such dismissal or transfer, including reasonable attorneys’ fees.
Buyer agrees to indemnify, defend and hold harmless SCE from any and all claims by
any other Buyer asserted in response to the assertion of any Waived Claim by Buyer
or as a result of a Buyer’s protest to a filing at the CPUC resulting from the
Solicitation.
Except as expressly provided in these Instructions, nothing in the Instructions,
including Buyer’s waiver of any Waived Claims as set forth above, shall in any way
limit or otherwise affect the rights and remedies of SCE.
*** End of ARTICLE EIGHT ***
2018 Bundled RPS Energy Sales
Article ELEVEN Communications
Page 14
ARTICLE NINE. COMMUNICATIONS
9.1 For purposes of this Solicitation, “Communications” means the exchange of any
material information by electronic, written, oral or other means other than as
expressly provided for herein.
All Communications concerning this Solicitation, including Communications
concerning the preparation of Proposals or other submissions to SCE related to the
Solicitation, should be submitted to SCE via the Email Address.
SCE may, in its sole discretion, decline to respond to any correspondence or other
inquiry without liability or responsibility.
*** End of ARTICLE NINE ***
2018 Bundled RPS Energy Sales
Article TEN SCE Rights and Document Conflicts
Page 15
ARTICLE TEN. SCE RIGHTS AND DOCUMENT CONFLICTS
10.1 SCE’s Rights
SCE may, at its sole discretion, enter into Final Agreements with one or more entities
submitting Proposals that will provide the best value to SCE’s customers considering
a variety of factors.
SCE reserves the right to reject any or all Proposals at any time on the grounds that it
does not conform to the terms and conditions of these Instructions.
SCE also retains the right, in its sole judgment, to:
(a) Modify these Instructions and any of the Associated Documents, as it deems
necessary;
(b) Condition SCE’s acceptance of any selected Proposal on a Buyer’s agreement
to modifications thereto including any modifications that may be
recommended by SCE’s PRG; and
10.2 Document Conflicts
In the event of any conflict between terms contained in these Instructions or any of
the Associated Documents, the conflict will be resolved by the following priority of
documents:
(a) The REC Sales Agreement;
(b) The CAISO Tariff; and
(c) These Instructions;
Notwithstanding the foregoing, if a Final Agreement is executed between SCE and
Buyer, it will have precedence over the documents listed above.
*** End of ARTICLE TEN***