20180228PAC to Staff 62 1st Revised.pdf

PACIFICORP
Renewable Request for Proposals
(2017R RFP)
ISSUED:Wednesday,September 27,2017
DUE DATE:WYOMING WIND
Tuesday,October 17,2017 5:00 PM PPT
NON-WYOMING WIND
Tuesday,October 24,2017 5:00 PM PPT
2017 RFP Responses:
PacifiCorp
RFP 2017R
Resource &Commercial Strategy
825 NE Multnomah,Suite 600
Portland,Oregon 97232
rfp [e-mail]
1
TABLE OF CONTENTS
Page
SECTION 1.INTRODUCTION .............................................................................1
SECTION 2.PROCEDURAL ITEMS.......................................................................4
SECTION 3.LOGISTICS ............................................................................5
A.SCHEDULE..............................................................................5
B.INTENT TO BID FORMS .................................................................5
C.20017R RFP BIDDER CONFERENCE.....................................................6
D.SUBMISSION OF QUESTIONS..........................................................6
E.RFP ROLES AND TEAMS ..................................................................7
F.SUBMISSION OF BIDS........................................................................9
G.BID EVALUATION FEES ......................................................................10
H.MINIMUM ELIGIBILTY REQUIREMENTSFOR BIDDERS .............10
I.COMPANY RESERVATION OF RIGHTS AND DISCLAMERS ........12
J.ACCOUNTING........................................................................12
K.CONFIDENTIALITY.........................................................................13
SECTION 4.RFP CONTENT.............................................................................13
A.ALL PROPOSALS ...........................................................................13
B.BUILD-TRANSFER AGREEMENT....................................................14
C.POWER PURCHASE AGREEMENT...................................................15
D.ALTERNATIVE BID PROPOSALS .......................................................16
A.PRICE INFORMATION ..........................................................................17
B.DIRECT INTERCONNECTION OR THIRD-PARTY
INTERCONNECTION AND TRANSMISSION SERVICE...................18
C.FERC'S STANDARDS OF CONDUCT.................................................19
D.RESOURCE TYPES ELIGIBLE TO BID ...............................................20
E.TAX CREDITS AND/OR PROJECT INCENTIVES..............................20
F.A CCOUNTING ........................................................................................20
G.COST ASSOCIATED WITH DIRECT OR INFERRED DEBT.............21
SECTION 6.BID EVALUATION AND SELECTION ................................................22
A.OVERVIEW OF THE EVALUATION PROCESS.................................22
B.PHASE 1 -INITIAL SHORTLIST.........................................................23
C.PHASE 2 -FINAL SHORTLIST.......................................................26
SECTION 7.AWARDING OF CONTRACTS.........................................................29
A.INVITATION ...................................................................................29
B.CONFIDENTIALITY AGREEMENT....................................................30
C.NON-RELIANCE LETTER...............................................................30
D.POST-BID NEGOTIATION ...............................................................30
E.SUBSEQUENT REGULATORY ACTION ............................................30
11
Appendices
APPENDIX A 2017R Renewable Project Technical Specification
APPENDIX B Notice of Intent to Bid and Information Required in Bid Proposals
APPENDIX C Bid Summary and Pricing Input Sheet (Instructions for PPA and BTA)
APPENDIX D Bidder's Credit Information
APPENDIX E-1 PPA Instructions to bidders
APPENDIX E-2 Power Purchase Agreement (PPA)Documents
APPENDIX F-1 BTA Instructions to bidders
APPENDIX F-2 Build Transfer Agreement (BTA)Documents
APPENDIX G ConfidentialityAgreement and Non-Reliance Letter
APPENDIX H Reserved -Intentionally Left Blank -See APPENDIX C for Pricing Input
Sheet
APPENDIX I FERC's Standards of Conduct
APPENDIX J Qualified Reporting Entity ServicesAgreement
APPENDIX K General Services Contract-Operations &Maintenance Servicesfor Project
APPENDIX L PacifiCorp's Company Alternative (Benchmark Resource)
APPENDIX M Role of the IndependentEvaluator (Oregon and Utah)
APPENDIX N Code of Conduct Governing PacifiCorp's Intra-Company Relationships for
RFP Process
APPENDIX O Description of PacifiCorp's Proposed Gateway Segment D Transmission
Project
111
SECTION 1.INTRODUCTION
This 2017R Request for Proposals for renewable resources (2017R RFP)is seeking cost-
competitive bids for up to 1,270 MW of wind energy interconnecting with or delivering to
PacifiCorp's Wyoming system and any additional wind energy located outside of
Wyoming that will reduce system costs and provide net benefits for customers.Bidders
should assume that Wyoming projects can interconnect to,or deliver via third-party
transmission to,the proposed 500-kV Energy Gateway Segment D2 Aeolus-to-
Bridger/Anticlinesubstation and transmission system.1,2 As assessed in its 2017 Integrated
Resource Plan (IRP),Federal tax extender legislation passed in late 2015 provides an
opportunityfor qualifyingrenewable energy projects to receive the full value of the federal
PTC available under Section 45 of the Internal Revenue Code up to December 31,2020.3
PacifiCorp (sometimes also referred to herein as the "Company")is seeking proposals for
competitively-priced new or repowered existing wind projects to deliver to PacifiCorp's
transmission system in its west and east balancing area (PACW and PACE,respectively).
Proposals for wind resources claiming PTC eligibilitymust demonstrate as interpreted by
applicable guidance of the Internal Revenue Service (IRS),to PacifiCorp's satisfaction,
that projects will qualify for the federal PTC,if applicable.Proposals must further
demonstrate to PacifiCorp's satisfaction,and as determined in its sole discretion,that the
proposed project can achieve commercial operation prior to December 31,2020.
PacifiCorp is not bound to accept any bids,and may cancel this solicitation at any time and
at its own discretion.
Projects must be a discrete generatingasset that is not located behind any load served by a
utility or net-metered4 and can be individuallymetered and remotely monitored.The
minimum project size is 10.0 MWS.PacifiCorp is not setting a maximum size limit for
projects submitted in this RFP,but PacifiCorp will only consider projects that demonstrate
See Appendix O for description of proposed Energy Gateway Segment D2 or go to the interactive
Gateway project map at http://www.gatewaywestmaps.com/.
Bidders submitting bids interconnecting to or deliveringto Wyoming should reviewtheir technical
specifications with PacifiCorp Transmission.Based on technical informationreceived by PacifiCorp
Transmission,concerns have been raised with the capability of integrating some types of wind turbine
generators in the Aeolus /Freezeout /Shirley Basin /Standpipe area of the Rocky Mountain Power 230 kV
Wyoming transmission system.These concerns include wind turbine will be normally operating on a weak
transmission system with a steady state short-circuit ratio that is less than 2.0 in the 2020 timeframe and
beyond,and with the eventual completion of the Gateway West and Gateway South Transmission Projects,
the wind turbine generators will be operating on a series-compensated transmission system.Further
questions should be be directed to PacifiCorp Transmission.
3 As recently extended by Congress,the federal PTC currently provides a $24 tax credit for each MWh of
production froma qualifyingrenewable energy facility that begins construction (as interpreted by
applicable guidance of the Internal Revenue Service)before January 1,2017.The value of the PTC is
reduced by 20%form projects beginning construction each year thereafter until it expires completely
beginning on January 1,2020.
4 Generation cannot offset retail load first and sell excess to PacifiCorp.See Pacific Power's Oregon
Schedule 135,Net MeteringService Optionalfor QualifyingCustomers,for additional detail on net
metenng.
5 QualifyingFacilities (QF)greater than 10.0 MW will be allowed to participate in accordance with Oregon
UM 1182,Order 14-149,Competitive BiddingGuideline #6.
2017R RFP -pg.1
a unique value opportunity for its customers and achieve commercial operation by
December 31,2020,without compromising system reliability.
PacifiCorp will accept proposals for new or repowered existing wind resources capable of
directly interconnecting and delivering energy to PacifiCorp's network transmission
system in PACW and PACE or capable of delivering energy to PacifiCorp's transmission
system in PACW and PACE with the use of third-partyfirm transmission service.
Bids submitted with repowered wind resources will only be allowed for an existing wind
resource that currently:
does not have a power purchase agreement with PacifiCorp for the offtake of the
energy,or
has an active power purchase agreement with PacifiCorp that naturally expires
before December 31,2020.
PacifiCorp will consider proposals for the two followingtransaction structures:
1."Build-Transfer"transaction whereby the bidder develops the project,assumes
responsibility for construction and ultimately transfers the operating asset to
PacifiCorp upon or prior to December 31,2020,all pursuant to the terms of a build-
transfer agreement (BTA).The asset must be designed,constructed,and operating
in compliance with PacifiCorp's specifications.Bidder is responsible for all
development,design,wind turbine supply,balance of plant (BOP)equipment,
construction,commissioning,and performance testing.
2.Power purchase agreement (PPA)for up to a thirty (30)year term with exclusive
ownership by PacifiCorp of any and all environmental attributes associated with all
energy generated6.At the bidder's option,the PPA bid submittal can include two
distinct alternatives:
a.a proposed contract term ranging between twenty(20)and thirty (30)years,
with or without the right for PacifiCorp to purchase the project assets during
or at the end of the proposed contract term at fair market value (FMV)to
retain the value of the site for customers,or;
b.a twenty (20)year PPA term with an option for PacifiCorp to extend the
PPA term at a proposed fixed price ($/MWh)for up to ten (10)years.
For longer-term contract offers (i.e.,PPA terms of 25 to 30 years without PPA
extensions,or PPA terms that,after consideration of extension options,would result
in a PPA term of 25 to 30 years),bidders should carefully consider the potential
book and tax lease accounting treatment or Variable Interest Entity (VIE)treatment
implications.For these PPA offers of 25 years or greater (Long Term),bidders that
are selected to the initial shortlist will required to supply projected cash flows
through the life of the underlying asset so that PacifiCorp can assess potential
accounting implications.Potential accounting treatment impacts will be
incorporated into the bid evaluation and selection process.For instance,if
6 As the term,EnvironmentalAttributes,is defined in the pro-formatransaction documents for this RFP.
2017R RFP -pg.2
PacifiCorp determines that a Long Term PPA offering would be treated as a capital
lease for tax purposes,PacifiCorp would be treated as the tax owner for the
proposed facility.Please also refer to Section 5.F of this RFP.
To the extent bidders propose variations of a BTA or a PPA,such proposals will be
considered (or not considered)at PacifiCorp's sole discretion and PacifiCorp reserves the
right to reject non-compliant bids.
PacifiCorp will submit four (4)self-build ownership proposals (benchmark resources)
which are further described in AppendixL.PacifiCorp benchmark resource bids will be
received by the independentevaluator (IE)no later than seven (7)days prior to the receipt
of market bids.The market bids will not be opened until such time as PacifiCorp
benchmark resource bids have been reviewed,evaluated,and validated by the IE and
PacifiCorp's evaluation team.
In order to provide for a transparent and fair process,the RFP will be conducted under the
oversight of two IEs.An IE has been retained by PacifiCorp on behalf of the Public Utility
Commission of Oregon (Oregon Commission)as required in Order 06-0462.The Utah
Public Service Commission (Utah Commission)has also retained their own IE consistent
with Utah guidelines in Utah Admin.Code R746-420.Both IEs will be involved in
developmentof the RFP and ensuring the RFP process is conducted in a fair and reasonable
manner."Potential bidders are invited and encouraged to contact the Oregon or the Utah
IE with questions or concerns.More information concerning the role of the IE is provided
in AppendixM for both Oregon and Utah.
Contact information for the IEs is as follows:
IndependentEvaluators:
Oregon -Bates White
Frank Mossburg
[phone]
frank.mossburg bateswhite.com
Utah -Merrimack Energy
Wayne Oliver
[phone]
waynejoliver aol.com
PacifiCorp has the option of seeking regulatory acknowledgement of the final shortlist
consistent with Oregon Order No.06-446.PacifiCorp will seek rate recovery consistent
with standard rate making practices in its six state jurisdictions.
7 Public Utility Commission of Oregon Docket UM l 182,In the Matter of an InvestigationRegarding
Competitive Bidding,Order 06-046.
*A bidder may request the appointment of an independent third-party to assist the Washington Utilities &
Transportation staffwith reviewof any utilitybids at the expense of the bidder requesting the appointment.
2017R RFP -pg.3
SECTION 2.PROCEDURAL ITEMS
PacifiCorp will evaluate proposals based on the following:
Customer cost,
Deliverability,including demonstration that the project's commercial operation
date will be achieved by December 31,2020,
Transmission access and interconnection status in conformance with the 2017R
RFP requirements,
Compliance with and verification of major equipment availability defined in
Appendix A -Technical Specification,and as outlined in Appendices A-1
throughA-10.
Ability to provide acceptable credit security for the bidder's proposed obligation
and conformance to the pro forma agreements attached as Appendices E-2 and F-
2 to this RFP.
Each proposal will be prepared at the sole cost and expense of the bidder and with the
express understanding that there will be no claims whatsoever for reimbursement from
PacifiCorp.PacifiCorp is not liable for any costs incurred by bidders in responding to this
RFP,or for any damages arising out of or relating to PacifiCorp's rejection of any proposal,
or bidder's reliance upon any communication received from PacifiCorp,for any reason.
bidder shall bear all costs,expenses,and bidder fees of any response to PacifiCorp in
connection with its proposal for the 2017R RFP,including providing additional
information,the bidder fee and the success fee,if project is selected to the final shortlist,
and bidder's own expenses in negotiating and reviewing any documentation.
AppendixE-1 -PPA Instructions to bidder and AppendixF-1 -BTA Instructions to
bidder provide additional detail on preparation of bid document deliverables.
All proposals belong to PacifiCorp and will not be returned.Confidentialityagreements
(CA)and mutual nondisclosure agreements (NDAs)will be executed with projects as part
of this RFP.PacifiCorp will use reasonable efforts to protect information clearly and
prominentlymarked as proprietary and confidential on the page it appears,but PacifiCorp
reserves the right to release such information to agents or contractors to help evaluate the
proposal,as well as to its regulators and non-bidding parties to regulatory proceedings
subject to standard protective orders or confidentialityarrangements.PacifiCorp shall not
be liable for any damages resulting from any disclosure of such information,howsoever
occurrmg.
PacifiCorp is interested in creative proposal options that add value to customers.As a
result,PacifiCorp will accept offers that include several different alternatives under the
same proposal.For each bid proposal,bidders must submit a bid fee of $10,000 which
allows a bidder to submit a base proposal and two (2)alternatives for the same $10,000 bid
fee.Bidders will also be allowed to offer up to three (3)additional alternatives to the base
proposal at a fee of $3,000 per alternative.
2017R RFP -pg.4
SECTION 3.LOGISTICS
A.SCHEDULE
Milestone Date Day of Week
RFP Issued to Market 09/27/2017 Wednesday
lst Bidder's Conference 10/02/2017 Monday
Notice of Intent to Bid Due 10/09/2017 Monday
Last Day for RFP Questions to IEs for Q&A 10/10/2017 Tuesday
Benchmark Bids Due 10/10/2017 Tuesday
RFP Bids Due -WYOMING WIND ONLY 10/17/2017 Tuesday
RFP Bids Due -NON-WYOMING WIND ONLY 10/24/2017 Tuesday
Bid Eligibility Screening Completed 10/30/2017 Monday
Initial Shortlist (ISL)Evaluation/Scoring Completed 11/12/2017 Sunday
Capacity Factor Evaluation on ISL started 11/12/2017 Sunday
IEs'Review of ISL Completed 11/17/2017 Friday
ISL Price Update 11/22/2017 Wednesday
Capacity Factor Evaluation on ISL Completed 11/27/2017 Monday
Final Shortlist (FSL)Evaluation Completed 01/08/2018 Monday
IEs'Review of FSL Completed 01/15/2018 Monday
Execute Agreements 04/16/2018 Monday
The indicative schedule above is subject to change.Actual dates may vary from the
indicative schedule for reasons that include,but are not limited to,negotiation time,
availability of key personnel,due diligence,the evaluation or negotiation of any issues
unique to any bid,bidder,or project,bidder's willingness to agree to forms of agreements
desired by PacifiCorp,PacifiCorp's evaluation of bidder's creditworthiness,and actions
required by any third parties.PacifiCorp accepts no liability to the extent the actual
schedule varies from the indicative schedule.PacifiCorp is not obligated to develop a
shortlist of bidders,to make a final selection,or to initiate or complete negotiations on any
transaction.
Bidders should note the condensed schedule and be available for calls and meetings
with PacifiCorp and the IE regarding bid submittals and responsive to questions in a
timely manner.PacifiCorp and the IEs will attemptto complete its bid review and
screening as efficiently as possible but may require very short turnaround times on
bid clarifications in order to meet its RFP milestones and schedule.
B.INTENT TO BID FORMS
Bidders who intend to be considered as part of this RFP process must return both the "Intent
to Bid Form"(Appendices B)and the "Bidder's Credit Information"(Appendix D)as set
forth below.
Bidders shall submit an electronic copy of Appendix B and Appendix D to the following
2017R RFP -pg.5
PacifiCorp and IE's email addresses,no later than 5:00 p.m.Pacific PrevailingTime on
Monday,October 9,2017.
Email:rfp [e-mail]
frank.mossburg bateswhite.com
[e-mail]
C.20017R RFP BIDDER CONFERENCE
A bidder conference will be held on Monday,October 2,2017 in both Utah and Oregon
locations.The bidder conference will cover the 2017R RFP structure,deliverables and
schedule as well as allocating specific time to cover interconnection and transmission
service requirements.The bidder conference is scheduled for three (3)hours at the
locations and start times below and will also be set up as a webinar for remote attendance.
Additional details on the bidder conference will be posted to the PacifiCorp website.
Oregon Utah
Day Monday Monday
Date:October 2,2017 October 2,2017
Time:1:00 pm Pacific 2:00 pm Mountain
Location:PacifiCorp Learning Rocky Mountain Power
Center at east end of North Temple Office
Lloyd Center Mall
Room Willamette Room 130k
D.SUBMISSION OF QUESTIONS
Interested parties and bidders may submit questions related to this solicitation,and
PacifiCorp will respond in a timely fashion.All information,includingpre-bid materials,
questions,and PacifiCorp's response to questions,will be posted on the PacifiCorp website
at www.pacificorp.com/sup/rfps/2017-rfp.html as well as the IE website described
below.
IE Website -Merrimack Energy,the Utah IE,will host a website dedicated to information
exchange and archiving information,questions and answers between the bidder,IE,and
PacifiCorp.The IE site,separate from PacifiCorp's RFP website,will be used for bidder's
specific questions related to their bid or the RFP.Any question submitted through the IE
form will be blinded and provided to PacifiCorp for a response.The website link is shown
below and will also be accessible as a link on PacifiCorp's RFP website.
https://www.merrimackenergy.com/
2017R RFP -pg.6
Email-Communications with the Oregon and Utah IE or PacifiCorp can also be emailed
directly at the followingemail addresses:
Oregon IE:Bates White /Frank Mossburg [e-mail]
Utah IE:Merrimack Energy /Wayne Oliver [e-mail]
PacifiCorp:rfp [e-mail]
E.RFP ROLES AND TEAMS
The RFP teams will be established by PacifiCorp prior to the final approval of the RFP.
The RFP teams shall consist of an evaluation team,intent to bid team,benchmark team,
and IRP team.The composition of the teams and their primary roles and responsibilities
are shown in the followingtable and further described in AppendixN.
Team PacifiCorp Roles
Department
IE The IE will ensure a fair and reasonable process is
used in the RFP and will validate that PacifiCorp is
following the bidder pre-approval process and
monitor and document all material aspects of the
solicitation,evaluation and negotiation processes.SeeAppendixMfortherolesoftheIE.
Evaluation Origination,Overall coordinator of the process.Bid process
Team:resource management for all proposals and coordination with
development,the IE and all of the work groups.Evaluation of the
energy supply non-price components of the analysis.Specifying,
management,evaluating and confirming conformity with design
and/or third-specifications;conducting,as needed,technological
party and operational due diligence,environmental due
consultants as diligence on all resources.
required
Structuring Economic analysis and modeling includingvalidation
and pricing,of the inputs to the production cost modeling and risk
accounting,assessment of the market bids and the benchmark
tax,and/or bids.Evaluation of the price components of the
third-party analysis.Evaluation of accounting treatment impacts
consultants as of bids.
required
2017R RFP -pg.7
Team PacifiCorp Roles
Department
Environmental If applicable,review of local,state,and federal
and wind permits,permit applications,and supporting
operations documentation,including:wildlife baseline study
(including wildlife habitat mapping,special status
species survey,and raptor nest survey);avian and bat
use data analysis (includingfour-season study);avian
and bat impact assessments;rare plant habitat
assessments;wetlands survey;historic,cultural,and
archaeological resources survey;Phase One
environmental site assessment;and project mitigation
and monitoring plan (including any proposed
conservationeasements).
Credit Evaluate credit requirements for final shortlist bidders
Legal Legal will confirm compliance of bids to
requirements of RFP and its forms,attachments and
appendices;conduct of legal process;conducting due
diligence inquiries;supervising any documentation
entered into as part of the RFP process.
Intent to Bid Origination,Origination,legal and credit will work with the
Team legal and Oregon and Utah IEs to ensure that Appendices B
credit and AppendixD are complete.
Benchmark Resource The benchmark team prepares and submits
Team development,PacifiCorp's benchmark bids.
wind
operations,
financial
analysis,legal
IRP Team IRP The IRP team will be treated as a shared resource to
workgroup perform work for the evaluation team and the
benchmark team in running SO and PaR models.
Consistent with PacifiCorp's identification of shared
employees under FERC's Standards of Conduct,"the
IRP team will not share any information it obtains
from either team with the other team and the IRP team
will not share any non-public transmission system
information with either team at any point in the
process.
9 See Appendix I
2017R RFP -pg.8
F.SUBMISSION OF BIDS
All submitted bids must be transmitted by express,certified or registered mail,or hand
deliveryto the followingaddress:
PacifiCorp 2017R RFP
Attention:Resource &Commercial Strategy
825 NE Multnomah,Suite 600
Portland,Oregon 97232
A signed original hard copy of the bid shall be submitted prepared on standard 8 1/2 inch
by 11 inch recycled paper,duplex printed (2 sided).THE BID MUST BE ORGANIZED
IN THE SAME ORDER AS THE INFORMATION IS REQUESTED IN THIS RFP.The
hard copy bid should also include four (4)copies of the full proposal on individual USB
flash drives or disks.PacifiCorp may reject any bid that fails to follow these instructions.
In addition,bidders must submit one (1)electronic copy to PacifiCorp at:
rf'p 20 [e-mail].
PacifiCorp will respond with a recipt email.
Bids will be accepted until 5:00 p.m.Pacific PrevailingTime as follows:
BENCHMARK BIDS:Tuesday October 10,2017
WYOMING MARKET ONLY:Tuesday,October 17,2017
NON-WYOMING MARKET BIDS:Tuesday,October 24,2017
All bid proposals shall have a bid validity date through5:00 pm PPT,Monday,April
16,2018.Bids selected to the initial shortlist will be asked to update their bid prices as
part of the negotiation process.
Bidders must submit complete proposals that include the followingitems:
1.One (1)signed original hard copy of each bid and any required forms includingall
exhibit sheets required in AppendixA,and Appendices E-1 and E-2 (PPA)and
Appendices F-1 and F-2 (BTA).
2.One (1)electronic copy of the bid and any required forms in PDF format and
Microsoft Excel format,as required,including all exhibit sheets required in
AppendixA.
3.One (1)electronic copy of the AppendixC -Bid Summary and Pricing Input
Sheet in original Microsoft Excel format,and a hard copy.The bidder must provide
one (1)electronic and hard copy of an independent third-party wind assessment
analysis/report supported by a minimum of (a)two years of wind data for BTA
proposals from the proposed site or (b)one year of wind data for PPA proposals
from the proposed site and one (1)electronic copy of the wind data that support the
capacity factor.Wind proposals must supply a representative p-50 annual hourly
(8760 hours)energyprofile reflecting expected unit availabilityin Microsoft Excel
2017R RFP -pg.9
format.
In the event the bidder chooses to use different performance modeling software
than specified,the bidder must provide sufficient data and inputs for PacifiCorp to
validate the expected performance of the proposed resource.
PacifiCorp will not accept any late proposals.Any bids received after this time will
be returned to the bidder unopened.
G.BID EVALUATION FEES
Benchmark and market bidders shall pay a fee (Bid Fee)of $10,000 for each base proposal
and two (2)altematives submitted.Bidders will also be allowed to offer up to three (3)
additional altematives to the base proposal at a fee of $3,000 per altemative.Altematives
will be limited to different bid sizes,contract terms,in service dates,and/or pricing
structures.A bidder may submit more than one proposal.If a bidder submits the same
proposal but with three different bid sizes,the proposal will be considered one proposal
with two altematives and the bidder will pay one bid fee.PacifiCorp's objective in offering
bidders the opportunityto propose multiplealtematives is to allow PacifiCorp to optimize
the benefits from the solicitation by combining proposals of different sizes,terms and in-
service dates.Proposals must be submitted in the legal name of the respondent who would
be bound by any agreement with PacifiCorp.
A success fee will be charged to successful winning bid(s)to cover any incremental costs
of the Oregon and Utah IEs as well as serve as a bid assurance fee.The success fee applies
to both benchmark and market bids.The success fee will be assessed for the purpose of
ensuring that the winning bid(s)price does not change after being awarded the winning
bid,provided that in no event shall the success fee exceed $300,000 dollars per successful
bid.Documentation of the calculation of the success fee will be computed in cooperation
with the IEs and provided to the bidder at the time the bid is selected to final shortlist.
Payment of Bid Fees.Bid fees shall be paid by wire transfer to PacifiCorp.PacifiCorp
will email wire transfer instructions to bidders who have submitted a notice of intent to bid,
five (5)business days prior to October 17,2017 for Wyoming-onlybids and October 24,
2017 for non-Wyomingbids.No cashier's checks will be accepted.If a proposal is deemed
"Not Complete"and the bidder elects not to cure any identified deficiencies in the allowed
period of time,the bid and all bid fees will be returned to the bidder and PacifiCorp will
no longer consider that bid(s).Once the bid is deemed "Complete",PacifiCorp will not
refund any bid fees associated with any bid,regardless of the success or failure of that bid.
H.MINIMUM ELIGIBILTY REQUIREMENTSFOR BIDDERS
Bidders may be disqualified for failure to comply with the RFP if any of the requirements
outlined in this RFP are not met to the satisfaction of PacifiCorp,as determined in its sole
discretion.If proposals do not comply with these requirements,PacifiCorp has the option
to deem the proposal ineligible and eliminate it from further evaluation.Reasons for
rejection of a bidder or its proposal include,but are not limited to:
1.Receipt of any proposal after the response deadline.
2017R RFP -pg.10
2.Failure to meet the requirements described in this RFP and provide all information
requested in AppendixC -Bid Summary and Pricing Input Sheet of this RFP.
3.Failure to demonstrate a commercial operation date prior to December 31,2020.
4.Failure to permit disclosure of information contained in the proposal to
PacifiCorp's agents,contractors,regulators,or non-bidding parties to regulatory
proceedings under appropriate confidentialityagreements.
5.Any attempt to influence PacifiCorp in the evaluation of the proposals,outside the
solicitation process.
6.Failure to provide a firm offer through the bid validitydate outlined in Section 3.F.
of this RFP.
7.Failure to disclose the real parties of interest in the submitted proposal.
8.Bidder is in current material litigation or has threatened material litigation against
PacifiCorp.For the purpose of this provision,material litigation shall mean a
dispute in excess of five (5)million dollars in which bidder has issued a demand
letter to PacifiCorp,the bidder and PacifiCorp are currentlyin dispute resolution,
the bidder and PacifiCorp have an unresolveddispute pending or bidder has noticed
a pending legal action against PacifiCorp.Material litigation excludes bidder
complaints before a state regulatory utility commission.PacifiCorp will consult
with the IE to determine if the bidder should be excludedif the bidder is threatening
litigation against or in active litigation with the company.
9.Failure to clearlyspecify all pricing terms for each alternative(s).
10.Failure to offer unit contingent (as generated)or system firm capacity and energy,
directly interconnected with Company's network transmission system in PACW
and PACE balancing areas or capable of delivering energy to PacifiCorp's
transmission system with the use of third-partyfirm transmission service (including
appropriate contract term lengths and commercial operation dates).
11.Failure to provide evidence that the proposed project has either:(1)requested a
direct interconnection with PacifiCorp's system and executed an interconnection
feasibility study agreement with PacifiCorp's transmission function;or (2)
requested interconnection with a third party's system,executed an interconnection
feasibility study agreement with the third party transmission provider,and
requested long-term,firm third-partytransmission service from the resource's point
of interconnection with the third party's system to the proposed point of delivery
on PacifiCorp's system.
12.Failure to provide interconnection costs and transmission service costs,if
applicable,in bid proposal.Costs estimates shall be performed by the project if a
transmission provider study has not been completed or is not available at the time
of submittal.
13.Proposal presents unacceptable level of development or technology risk.
14.Failure to materially comply with technical specification requirements in
AppendixA for proposals involvingpotential PacifiCorp ownership or operational
control.
15.Failure to demonstrate a process to adequatelyacquire or purchase major equipment
(i.e.,wind turbines,generator step-up transformers)and other critical long lead time
equipment.
16.Failure to demonstrate,to PacifiCorp's satisfaction,that it can meet the credit
security requirements for the renewable resource proposed.
17.Failure to submit information required by PacifiCorp to evaluate the price and non-
price factors described herein.
2017R RFP -pg.11
18.Failure to or unable to abide by the applicable safety standards.
19.Bidder submits an unacceptable contract structure.
20.Collusive bidding or any other anticompetitive behavior or conduct exists.
21.Bidder or proposed project being bid is involved in bankruptcy proceedings.
22.Failure of the bidder's authorized officer to sign the proposal.
23.Misrepresentation or failure to abide by Federal Trade Commission Green
guidelines.
24.Any change in regulations or regulatory requirements that make the bidder's
proposal non-conforming.
25.Any matter impairing the bidder,the specified resource or the generation of
power or environmental attributes of the renewable resource.
26.Failure to provide two (2)years of wind resource data for a proposed wind project
submitted as a BTA or one (1)year of wind resource data if wind project is
submitted as a PPA,as validated by a third party engineering firm,as applicable.
27.Failure to provide a performance model output includinghourly output values as
identified in AppendixA.
28.Failure to provide Exhibit D -Bidder's Credit Information,and AppendixH -
Form 1 -Pricing Input Sheet.
29.Failure to submit an operations and maintenance agreement materiallycompliant
with AppendixK for proposals involvingPacifiCorp ownership or operational
control upon the commercial operation or substantial completion date.
30.Any matter impairing bidder,specified resources or the generationof power or non-
power attributes therefrom.
I.COMPANY RESERVATION OF RIGHTS AND DISCLAMERS
PacifiCorp reserves the right,without limitation or qualification and in its sole discretion,
to reject any or all bids,and to terminate or suspend this RFP in whole or in part at any
time.Without limiting the foregoing,PacifiCorp reserves the right to reject as non-
responsive any or all bid proposals received for failure to meet any requirement of this RFP
outlined herein.PacifiCorp further reserves the right without qualification and in its sole
discretion to decline to enter into any agreement with any bidder for any reason,including,
but not limited to,change in regulations or regulatory requirements that impact PacifiCorp,
and/or any collusive bidding or other anticompetitive behavior or conduct of bidders.
Bidders who submit bid proposals do so without recourse against PacifiCorp,its parent
company,its affiliates and its subsidiaries,or against any director,officer,employee,agent
or representative of any of them,for any modification or withdrawal of this RFP,rejection
of any bid proposal,failure to enter into an agreement,or for any other reason relating to
or arising out of this RFP.Bidders will be required to execute Appendix G -
ConfidentialityAgreementafter the initial shortlist is identified and AppendixG -Non-
Reliance Letter after being selected to the final shortlist,prior to entering into final
negotiations.
J.ACCOUNTING
All proposals will be assessed by PacifiCorp for appropriate accounting and tax treatment.
Bidders must supply all information PacifiCorp reasonablyrequires in order to make these
assessments if project is selected to the initial shortlist.
2017R RFP -pg.12
K.CONFIDENTIALITY
PacifiCorp will attempt to maintain the confidentialityof all bids submitted,to the extent
consistent with law or regulatory order,as long as such confidentialitydoes not adversely
impact a regulatory proceeding.It is the bidder's responsibility to clearly indicate in its
proposal what information it deems to be confidential.Bidders may not mark an entire
proposal as confidential,but must mark specific information on individual pages to be
confidential in order to receive confidential treatment for that information.
All information supplied to PacifiCorp or generated internallyby PacifiCorp is and shall
remain the property of PacifiCorp.The bidder expressly acknowledges that PacifiCorp may
retain information submitted by the bidder in connection with this RFP.To the extent
bidder receives information from PacifiCorp,Bidder shall maintain the confidentialityof
such information and such information shall not be available to any entity before,during
or after this RFP process unless required by law or regulatory order.
Only those Company employees who are directly involved in the RFP process or with the
need to know for business reasons will be afforded the opportunityto view submitted bids
or bidder information.
Bidders should be aware that information supplied by bidders may be requested and
supplied during regulatory proceedings,subject to appropriate confidentialityprovisions
applicable to that particular proceeding.This means that parties to regulatory proceedings
may request and view confidential information.If such a request occurs,PacifiCorp will
attempt to prevent such confidential bidder information from being supplied to intervening
parties who are also bidders,or who may be providingservices to a bidder,but PacifiCorp
cannot promise success in that endeavor and accordingly cannot be held liable for any
information that it is ordered to be released or that is inadvertentlyreleased.
Lastly,PacifiCorp intends to utilize its internal,proprietary models in its evaluation
process.These models,the assumptions used in these models,and the bid evaluation results
will not be shared with entities external to PacifiCorp or its consultants,includingbidders,
unless required to support regulatory proceedings,required by law,or required by
regulatory order.
SECTION 4.RFP CONTENT
A.ALL PROPOSALS
This section outlines the content and format requirements for all proposal structures and
alternative proposal structures.Proposals that do not include the information requested and
in a form described in this section may be deemed ineligible for further evaluation unless
the information is not relevant as determined by PacifiCorp in its sole discretion.All
sections must be complete and in compliance with the RFP in order for the bid to be
accepted.In addition to the requirements listed here,bidders must meet the requirements
of AppendixB -Information Required in Bid Proposals.
2017R RFP -pg.13
While bidders may submit alternative ownership proposals,such alternative ownership
proposals will be considered by PacifiCorp in its sole discretion to determine whether these
alternativesprovide an attractive benefit for customers.Each bidder must provide complete
information as requested in all appendices,forms and attachments outlined in the table
below that is relevant to its proposal and for any alternative,as applicable.
2016R RFP Bid Applicability PPA BTA
Appendix A Renewable Resource Technical Specification
Appendix A-1 Overview ofAppendices ----
Appendix A-2 Interconnection Agreement X X
Appendix A-3 Permit-Matrix X X
Appendix A-4 Not used
Appendix A-5 Project One-line Drawing and Layout X X
Appendix A-6 Division ofResponsibility X
Appendix A-7 Owner Standards and Specification X
Appendix A-8 Performance Summary Report X X
Appendix A-9 Product Data-Equipment Supply Matrix X X
Appendix A-10 Plant Performance Guarantee X
Intent to Bid and InformationRequired in BidAppendixB X XProposal
Bid Summary and Pricing Input Sheet for PPA andAppendixC X XBTABids(includingterm sheets)
Appendix D Bidder'sCredit Information X X
Appendix E-1 PPA Instructions to Bidders X
Appendix E-2 PPA and Exhibits X
Appendix F-1 BTA Instructions to Bidders X
Appendix F-2 BTA and Appendices (A-Q)X
Appendix G ConfidentialityAgreement and Non-Reliance Letter X X
Reserved -IntentionallyLeft Blank -see AppendixAppendixH..C for Pricing Input Sheet
Appendix I FERC's Standards of Conduct
Appendix J QRE Agreement X
General Services Contract-Operations &Appendix K .XMaintenanceServicesorotherresourcetype
PacifiCorp'sCompany Alternative(BenchmarkAppendixLResource)
Appendix M Role of Independent Evaluator X X
Code of Conduct GoverningPacifiCorp'sIntra-Appendix N ..X XCompanyRelationshipswithRFPProcess
Appendix O Description of Gateway Segment D2
B.BUILD-TRANSFER AGREEMENT
Appendix C -Bid Summary and Pricing Input Sheet shows the form of project
information required if a bidder proposes a "Build-Transfer"transaction whereby the
bidder develops the resource,assumes responsibility for construction and then ultimately
transfers the project to PacifiCorp upon or prior to the operation date,all pursuant to the
terms of a build transfer agreement.This is an Excel-based worksheet that covers bid
summary information,energy production profile,and pricing for the BTA.The bidder's
proposal must contain the information requested in AppendixF-1 -BTA Instructions to
bidders.The bidder must provide information,representations,and warranties sufficient
to assure PacifiCorp that any proposed project will successfully complete construction and
2017R RFP -pg.14
achieve full commercial operation by December 31,2020,and that any new wind or
repoweredresource will be eligible to claim,as applicable,the full or partial federal PTC
as interpretedby applicable guidelines and rules of the Internal Revenue Service.
The BTA pro forma documents are attached as Appendix F-2 -Build Transfer
Agreement (BTA).Bidders should include a redlined or marked up version of Appendix
F-2 Build Transfer Agreement showing exceptions to the terms of the pro forma BTA
document.Bidders objecting to terms should provide alternate language and context to the
objections for PacifiCorp to evaluate the alternate language.
The BTA is structured such that PacifiCorp makes progress payments on an agreed-upon
schedule in exchange for the developer meeting certain milestones and deliverables.
However,PacifiCorp is also receptive to a single lump sum payment due at a defined
substantial completion date.All bidders in this category must complete the information
requested in AppendixC -Bid Summary and Pricing Input Sheet (BTAtab).PacifiCorp
will only accept BTA proposals in which the final outcome is a purchase by PacifiCorp of
a fully completed project at the "substantial completion date"or "commercial operation
date."
The bidder will be responsible for all aspects of the development and construction of the
facility,including,but not limited to,permitting,engineering,procurement,construction,
interconnection and all related costs up to achieving commercial operation.Without
limitingthe foregoing,the bidder will be responsible for obtaining all permits,rights and
resources required to construct and provide an operational generationresource consistent
with the bidder's proposal.
Bidders will be responsible for submitting an operation and maintenance (O&M)service
proposal as part of the overall BTA bid submittal consistent with AppendixK,General
Services Contract for Operationand Maintenance Services.Any proposal that does
not include an O&M proposal that provides pricing,scope and other key terms will
be rejected as a nonconforming proposal.
Bidders should note that any proposal submitted in this category that proposes new
construction of a wind resource or a repowered wind resource must comply with the
applicable technical and construction specifications contained in AppendixA and must
utilize the services of a single primary contractor.
To the extent the bidder uses a contractor or a separate legal entityother than the bidder
itself,this entitymust be experienced with the type of facility being proposed and meet
credit criteria,all as deemed acceptable to PacifiCorp in its sole discretion.
C.POWER PURCHASE AGREEMENT
AppendixC Bid Summaryand Pricing Input Sheet (PPA tab)shows the form of project
information required for a bidder offering a PPA option.This is an Excel-based worksheet
that covers bid summary information,energy production profile,and pricing for the PPA.
Bidder's proposal must contain the information requested in Appendix E-1 -PPA
Instructions to bidders.The term of the PPA shall;(i)range between twenty (20)and
thirty (30)years,with or without the right for PacifiCorp to purchase the project assets
2017R RFP -pg.15
during or at the end of the proposed contract term at fair market value (FMV)to retain the
value of the site for customers or,(ii)a twenty (20)year PPA term with an option for
PacifiCorp to extend the PPA term at a proposed fixed price ($/MWh)for up to ten (10)
years.The bidder must agree to meet its contractual obligations within the PPA during the
term of the PPA.
For longer-term contract offers (i.e.,PPA terms of 25 to 30 years without PPA extensions,
or PPA terms that,after consideration of extension options,would result in a PPA term of
25 to 30 years),bidders should carefully consider the potential book and tax lease
accounting treatment or Variable InterestEntity (VIE)treatment implications.Bidders that
make the initial shortlist and have PPA offers of 25 years or greater (Long Term),will need
to supply projected cash flows through the life of the underlyingasset so that PacifiCorp
can assess potential accounting implications.Potential accounting treatment impacts will
be incorporated into the bid evaluation and selection process.For instance,if PacifiCorp
determines that a Long Term PPA offering would be treated as a capital lease for tax
purposes,PacifiCorp would be treated as the tax owner for the proposed facility.Please
also refer to Section 5.F of this RFP.
The bidder's proposal must contain the information requested in AppendixE-1 PPA
Instructions to bidders.The bidder must provide documentation and information,
representations,and warranties sufficient to assure PacifiCorp that any proposed project
will successfully complete construction and achieve full operation by December 31,2020,
and that any new or repowered existing resource will be eligible to claim,as applicable,
the full or partial federal PTC as interpreted by applicable guidelines and rules of the
Intemal Revenue Service.PacifiCorp reserves the right to request bid cashflow
information in order to complete it evaluation for capital lease accounting for tax purposes
on Long Term PPAs if necessary.
Bidders should include a redlined or marked up version of AppendixE-2 Power Purchase
Agreement showing exceptions to the terms of the pro forma PPA document.Bidders
objecting to terms should provide altemate language and context to the objections for
PacifiCorp to evaluate the altemate language.Bidders should also submit comments to the
pro forma agreement on issues that they have concems with and identify altematives to
address the issues.
The bidder will be required to complete AppendixJ -Qualifying ReportingEntity
(QRE)Services Agreement as part of the PPA which establishes WREGIS registration
and reporting obligations for both parties.
D.ALTERNATIVE BID PROPOSALS
As noted in Section 1,bidders may propose variations of a BTA or a PPA,such proposals
will be considered (or not considered)at PacifiCorp's sole discretion and PacifiCorp
reserves the right to reject non-compliant bids.Bidders must submit the appendices that
are relevant to the bidder's altemative bid proposal,which will typically correspond to the
requirements for a build-transfer proposal as noted herein.Such proposals must include
full documentation on the proposed financing structure and the pricing associated with
PacifiCorp's contemplatedownership.
2017R RFP -pg.16
SECTION 5.RESOURCE INFORMATION
A.PRICE INFORMATION
Bidders must supply AppendixC -Bid Summary and Pricing Input Sheet in its original
Microsoft Excel format with all submitted proposals.Price information that must be
supplied by the bidder includes:
PPA with
Purchase
Information Requested PPA Option BTA
Term:start and end date of base PPA and PPA extension,if
.X Xapphcable
Transmission cost assumptions X X X
Point of delivery(POD)and Point of receipt (POR)X X X
Expected annual dispatch pattern,or generationprofile,that X X Xreflectsavailability'°
Availabilityrate assumed in annual dispatch or generation X X Xprofiledata
Designation of firm or unit contingent energy deliveries X X
Energy price ($/MWh)includingfixed price for the term or
161 year price with escalation for the base PPA and PPA X X
extension,if applicable
Price and milestone payment schedule ($and dates,as X Xapplicable)
Variable O&M cost ($/MWh,as applicable)"X X
Fixed O&M cost ($/Year,as applicable)l2 X X
Ongoing capital ($/Year,as applicable)X X
Other variable costs,i.e.,royalties (%of energy revenue,or X X$/MWh,as applicable)
Variable energy payment,with escalation ($/MWh X XescalatingatX%/year,as applicable)
Fixed capacity payment,with escalation ($/Monthgrowing X XatX%/year,as applicable)
Other fixed charges,i.e.land leases,with escalation
($/MWh,$/MW or $/Year growing at X%/year,as X
applicable)
Buyout dates and prices ($or "fair market value,"as Xapplicable)
Qualifying costs and term for any incentives that reduce
delivered costs,such as federal,state or local incentives X X Xincludingamongothers;federal PTC,bonus depreciation,
property tax exemptions,or local economic incentives
10 Section 3.F.3 of the 2017R RFP describes the type of generation profiles required.
*PacifiCorp may supply certain operational and maintenance costs for consistency across similar bids.
12 PacifiCorp may supply certain operational and maintenance costs for consistency across similar bids.
2017R RFP -pg.17
B.DIRECT INTERCONNECTION OR THIRD-PARTY
INTERCONNECTION AND TRANSMISSION SERVICE
PacifiCorp is seeking resources capable of:(1)directly interconnecting with PacifiCorp's
system in its PACW and PACE balancing areas or (2)interconnecting with a third-party
system and using third-party firm transmission service to deliver to PacifiCorp's
transmission system.With either method,PacifiCorp prefers bids that will not face
significant transmission costs or constraints between:(1)the resource's point of
interconnection or the resource's deliverypoint on PacifiCorp's transmission system;and
(2)PacifiCorp network load.While PacifiCorp provides these general guidelines,the
available transfer capability from the project or project delivery point to PacifiCorp's
network load cannot be known or estimated until the bidder identifies its proposed point of
interconnection/point of delivery.Bidders are thus required to provide as much granularity
and documentation as possible regarding their proposed point of interconnection/point of
delivery.
As noted above,the minimum eligibilityrequirements for bidders include the provision of
evidence that the proposed project has either:(1)requested a direct interconnection with
PacifiCorp's transmission system and executed an interconnection feasibility study
agreement with PacifiCorp's transmission function;or (2)requested interconnection with
a third party's system,executed an interconnection feasibility study agreement with the
third party transmission provider,and requested long-term,firm third-partytransmission
service from the resource's point of interconnection with the third party's system to the
proposed point of deliveryon PacifiCorp's system.
PacifiCorp requests that bidders interconnecting to or delivering to Wyoming should
review their technical specifications with PacifiCorp Transmission.Based on technical
information received by PacifiCorp Transmission,concerns have been raised with the
capability of integrating some types of wind turbine generators in the Aeolus /Freezeout /
Shirley Basin /Standpipe area of the Rocky Mountain Power 230 kV Wyoming
transmission system.These concerns include wind turbines will be normallyoperating on
a weak transmission system with a steady state short-circuit ratio that is less than 2.0 in the
2020 timeframe and beyond,and with the eventual completion of the Gateway West and
Gateway South Transmission Projects,the wind turbine will be operating on a series-
compensated transmission system.Further questions should be be directed to PacifiCorp
Transmission..
All BTA proposals that will require a new electrical interconnection or an upgrade to an
existing electrical interconnection,regardless of the project's interconnection to either
PacifiCorp's system or to another utility'ssystem,must include a firm statement of the cost
of interconnection (broken out between network upgrade costs and facility specific or
direct assigned interconnection costs),together with a diagram of the interconnection
facilities.The interconnection costs included in the bids from all bidders will be considered
as firm costs and included in the bid evaluation.Interconnection costs should be clearly
identified in the resource cost proposaland differentiate the portion of costs associated with
network upgrades and that portion that are facility-specific.
Although not required for initial bidding eligibility,PacifiCorp will ultimately require a
completed interconnection system impact study (for directly interconnected projects)or a
2017R RFP -pg.18
completed third-party interconnection system impact study and a completed third-party
transmission service study (for projects using third-partytransmission)to determine the
actual direct assigned cost for the interconnection or transmission services.Bids will be
evaluated based on the direct assigned interconnection costs submitted in the bids and
considered firm costs for the initial shortlist evaluation.Bids that are selected to the initial
shortlist will be held to their best and final pricing for final shortlist evaluation.If selected
to the final shortlist,bidder's agreement with PacifiCorp,whether PPA or BTA,will
include a condition precedent that states PacifiCorp will compare the actual direct assigned
interconnection cost from the completed SIS with the bidder's firm estimate provided in
their best and final price.In the event the actual SIS cost exceeds the bidder's firm
interconnection cost in best and final pricing,bidder will be responsible for the cost above
their best and final firm price.In the event the actual SIS cost is less than the bidder's firm
interconnection cost estimate,PacifiCorp will require an adjustment of the final PPA or
BTA price to reflect the reduction in interconnection costs.The Company will also
compare the commercial operation date in the SIS with the commercial operation date in
the agreement to confirm operation by December 31,2020.PacifiCorp will examine
critical study information such as:(1)whether the studies support a December 31,2020
commercial operation date;(2)interconnection and/or transmission costs;and (3)whether
any third-partytransmission arrangements will be available to the bidder during the full
term of the offer(s)proposed or include contractual roll-over options if available to the
bidder.
Bidders choosing the third-partyinterconnection and third-party transmission option are
responsible for any current or future third-party tariff requirements or tariff changes
including,but not limited to,interconnection,variable energy resource,electric losses,
reserves,transmission,integration,imbalance,scheduling,and ancillary service
arrangements required to deliver to the point of delivery on PacifiCorp's system in its
Wyoming service territory.These costs will not be included in the evaluation of PPA
proposals as they are assumed to be the responsibility of the bidder.
Bidders that propose bids relyingon third-partytransmission should also be aware that the
use of transmission that is interruptible within the hour in any segment of the schedule or
tagged from the source to the point(s)of delivery will require PacifiCorp to evaluate the
cost and need to carry reserves against the schedule,which can be up to 100%in the case
of electricity moved from a third party control area to PacifiCorp's network transmission
system.
All proposals will require firm transmission to PacifiCorp's network transmission system
and proposed resources must be able to be designated by PacifiCorp's Energy Supply
Management (ESM)function as a Network Resource under the network service contract
between PacifiCorp Transmission (www.oasis.pacificorp.com)and PacifiCorp ESM.
C.FERC'S STANDARDS OF CONDUCT
Each bidder respondingto this RFP must conduct its communications,implementation and
operations in compliance with FERC's Standards of Conduct for Transmission Providers
(see AppendixI),requiring the separation of its transmission and merchant functions.Any
interconnection or transmission service is NOT a transmission service agreement with
PacifiCorp's ESM merchant function;rather,it is with PacifiCorp's transmission function
2017R RFP -pg.19
or other third-partytransmission provider.As such,the bidder must follow the transmission
provider's OASIS process.If requested,bidders shall execute a customer consent form
consistent with FERC requirements that enables PacifiCorp's ESM merchant function to
discuss the bidder's interconnection and/or transmission service application(s)with the
transmission interconnection or transmission service provider.
D.RESOURCE TYPES ELIGIBLE TO BID
PacifiCorp is seeking new wind energy resources or repowered existing wind resources
capable of directly interconnecting and/or delivering energy to PacifiCorp's PACE and
PACW network transmission system by December 31,2020.These resources must be
capable of being interconnected with PacifiCorp's transmission system,or capable of
delivering energy to PacifiCorp's transmission system with the use of third-party firm
transmission service.Repowered existing wind resources that currentlyhave a PPA with
PacifiCorp for the offtake of the energy will be accepted provided the existing PPA expires
before December 31,2020.
E.TAX CREDITS AND/OR PROJECT INCENTIVES
Bidders must bear all risks,financial and otherwise,associated with bidder's or the
facility's eligibilityto receive any state or federal energy tax credits,sales tax waivers or
exemptions or any other identified tax credit or incentive,or qualify for accelerated
depreciation for bidder's accounting,reporting or tax purposes,as applicable.The
obligations of the bidder to perform under any executed agreement as a result of this
solicitation shall be effective and binding regardless of whether the sale of or output from
the bidder's facility under such agreement is eligible for,or receives production or
investment tax credits,or other identified tax credits/incentives.
PacifiCorp will require written documentation of the amount,timing and control of any
and all available tax credits/incentives that the bidder's facility is eligible for,applied for,
and/or received.Such documentation shall include but not be limited to ownership rights
to the credit,grant or incentive,timing includingexpiration dates and milestones to achieve
the credit,grant,or incentive.
F.ACCOUNTING
All contracts proposed to be entered into as a result of this RFP will be assessed by
PacifiCorp for appropriate accounting and tax treatment.Bidders shall be required to
supply PacifiCorp with any and all information that PacifiCorp reasonablyrequires in order
to make these assessments if the bid is selected to the initial shortlist.Specifically,given
the term length of the PPA,or the useful life of the asset to be acquired under an asset
acquisition or alternative ownership proposal,accounting and tax rules may require either:
(i)a contract be accounted for by PacifiCorp as a capital lease or operating lease13 for book
purposes pursuant to ASC 840,(ii)a contract be accounted for by PacifiCorp as a capital
13 "Capital Lease"and "Operating Lease"-shall have the meaning as set forth in the Accounting Standards
Codification(ASC)840 as issued and amended from time to time by the Financial Accounting Standards
Board.
2017R RFP -pg.20
lease for tax purposes14,or (iii)the seller or assets owned by the seller,as a result of an
applicable contract,be consolidated as a variable interest entity (VIE)onto PacifiCorp's
balance sheet.
As a result,bidders may be required by PacifiCorp to certify,with supporting information
sufficient to enable PacifiCorp to independently verify such certification,that their
proposals will not be subject to VIE treatment.Bidders should carefully consider the
potential book and tax lease accounting treatment or VIE treatment implications associated
with a Long Term PPA offers (i.e.,PPA terms of 25 to 30 years without PPA extensions,
or PPA terms that,after consideration of extension options,would result in a PPA term of
25 to 30 years).For these Long Term PPA offers,bidders will need to supply,with their
bid,projected cash flows through the life of the underlyingasset so that PacifiCorp can
assess potential accounting implications.Potential accounting treatment impacts will be
incorporated into the bid evaluation and selection process.For instance,if PacifiCorp
determines that a Long Term PPA offering would be treated as a capital lease for tax
purposes,PacifiCorp would be treated as the tax owner for the proposed facility.
Each bidder must also agree to make available in the bid evaluation process any and all
financial data associated with the bidder PPA or BTA that PacifiCorp requires to determine
potential accounting impacts.Such information may include,but is not limited to,data
supporting the economic life (both initial and remaining),the fair market value,executory
costs,nonexecutory costs,and investment tax credits or other costs (includingdebt specific
to the asset being proposed)associated with the bidder's proposal.Financial data contained
in the bidder's financial statements (e.g.,income statements,balance sheets,etc.)may also
be required to be supplemented.
G.COST ASSOCIATED WITH DIRECT OR INFERRED DEBT
PacifiCorp will not take into account potential costs to PacifiCorp associated with direct or
inferred debt (described below)as part of its economic analysis in the shortlist evaluation.
However,after completing the shortlist and before the final resource selections are made,
PacifiCorp may take direct or inferred debt into consideration.In so doing,PacifiCorp may
obtain a written advisory opinion from a rating agency to substantiate PacifiCorp's analysis
and final decision regarding direct or inferred debt.
Direct debt results when a contract is deemed to be a capital lease pursuant to ASC 840
and the lower of the present value of the nonexecutory minimum lease payments or 100%
of the fair market value of the asset must be added to PacifiCorp's balance sheet.
Inferred debt results when credit rating agencies infer an amount of debt associated with a
power supply contract and,as a result,take the added debt into account when reviewing
PacifiCorp's credit standing.
14 See IRS Code Section 7701(e)describing the test for capital lease for tax purposes.
is "Variable Interest Entity"or "VIE"-shall have the meaning as set forthin ASC 810 as issued and amended
from time to time by the FASB.
2017R RFP -pg.21
SECTION 6.BID EVALUATION AND SELECTION
A.OVERVIEW OF THE EVALUATION PROCESS
PacifiCorp's bid evaluation and selection process is designed to identify the combination
and amount of new or repowered wind projects bid into the 20 17R RFP that will maximize
customer benefits.The method used to evaluate and select bids is consistent with the
methods that were used to evaluate new or repowered wind resources and transmission
infrastructure in PacifiCorp's 2017 IRP.The same method will be used to evaluate
benchmark resources and market bids.PacifiCorp will not make any of the evaluation
models available to bidders.The IEs will have full access to the inputs in all models used
during the evaluation process.
The bid evaluation process will occur in two phases.In the first phase,PacifiCorp will
establish an initial shortlist based on both price and non-price factors.During this phase of
the bid evaluation process,PacifiCorp will not ask for,or accept,updated pricing.
PacifiCorp will rely on the pricing and transaction structure as submitted into the 2017R
RFP for each benchmark resource and market bid.However,PacifiCorp will contact
bidders to confirm and clarify information presented in each proposal.Bids selected to the
initial shortlist will be given an opportunityto provide best and final pricing,subject to
certain limits as described later in this section.
In the second phase,initial shortlist bids,with updated pricing,will be analyzed with the
same production cost models that were used to develop PacifiCorp's 2017 IRP preferred
portfolio.These production cost models will be used to perform a net customer benefit
analysis by simulating PacifiCorp's system costs with and without initial shortlist bids.
PacifiCorp's production cost modeling will be used to calculate the expected net present
value revenue requirement impacts,accounting for risk.The customer cost and risk
analysis,along with any other factors not expressly included in the formal evaluation
process,but required by applicable law or commission order,will be used by PacifiCorp,
in consultation with the IEs,to establish the final shortlist.
After the final shortlist is established and acknowledged,PacifiCorp will initiate
negotiationswith bidders that submitted proposals for projects selected to the final shortlist.
Selection of a bid to the final shortlist does not constitute a winningbid.Only execution of
a definitive agreement between PacifiCorp and the bidder,on terms acceptable to
PacifiCorp,in its sole and absolute discretion,will constitute a winningbid proposal.Any
definitive PPA or BTA will be in the form of the PPA or BTA contracts provided in
Appendices E-2 and F-2,respectively.If the bidder alters the PPA or BTA,or does not
use it as the underlyingagreement,bid evaluation and selection can be affected.PacifiCorp
welcomes bidders,at their own discretion,to provide written comments on the PPA or
BTA contracts provided in Appendices E-2 and F-2 as part of their bid.PacifiCorp has no
legal obligation to enter into any agreement of any kind with any bidder.
2017R RFP -pg.22
B.PHASE 1 -INITIAL SHORTLIST
1.Price Evaluation (up to 80%)
PacifiCorp will use proprietary models to perform financial analysis and rank benchmark
resources and market bids.PacifiCorp will use a proprietary spreadsheet model to calculate
the delivered revenue requirement cost of each benchmark resource and market bid,
inclusive of any applicable carrying cost and net of production tax credit benefits,as
applicable.The delivered revenue requirement cost will be netted against energy,capacity,
and terminal value benefits,as applicable,to calculate the net cost of each benchmark
resource and market bid.
In developing revenue requirement costs,PacifiCorp will use cost data for each benchmark
resource and market bid.Any internal assumptions for key financial inputs (i.e.,inflation,
discount rates,marginal tax rates,asset lives,AFUDC rates,etc.)and PacifiCorp carrying
costs (i.e.,integration costs,owner's costs,etc.)will be applied consistently to benchmark
resources and market bids,as applicable.The cost of the Aeolus-to-Bridger/Anticline
transmission project will not be directly assigned to specific benchmark resources or
market bids during the initial-shortlist price evaluation.These costs will be considered as
system costs during the financial evaluation performed to establish the final shortlist,as
described later in this section.However,the cost for any transmission network upgrades or
required to connect to the Aeolus-to-Bridger/Anticlinetransmission line or other areas of
PacifiCorp's transmission system will be included in the initial shortlist price evaluation.
The cost for any third-partywheeling expenses required to deliver output to PacifiCorp's
system will be the responsibility of the bidder and should be included in the cost proposal.
All internal assumptions needed to calculate revenue requirement costs will be provided to
the IEs and locked down before benchmark resource bids and market bids are received and
opened.
PacifiCorp will also apply consistent assumptions associated with bid benefits (i.e.,energy,
capacity,terminal value,etc.),as applicable.Energy and capacity value will be based on
two production cost model runs for prospective bids delivering output to varyinglocations
on PacifiCorp's system.For each location (Wyoming,Utah,Idaho,and
Washington/Oregon),one simulation will include proxy wind resources and new
transmission,as applicable,at a zero cost and one simulation will exclude proxy wind
resources and new transmission,as applicable.The differential in system fixed and variable
costs between the two production cost model simulations will serve as the basis for
expected energy and capacity benefits associated with new or repoweredwind facilities at
varying locations.All energy,capacity,and terminal value assumptions will be provided
to the IEs and locked down before benchmark resource bids and market bids are opened.
The net cost calculation will be used to assign a price score to each benchmark resource
and each market bid.This will be achieved by calculating the nominal levelized
(discounted)revenue requirement cost and the nominal levelized (discounted)benefit for
each benchmarkresource and market bid,where revenue requirement costs are reported as
a negative value and customer benefits are reported as a positive value.
2017R RFP -pg.23
2.Non-Price Evaluation (Up To 20%)
The non-price analysis will gauge the relative development,construction and operational
characteristics and associated risks of each benchmark resource and market bid.A matrix
will be used for each non-price factor.For each non-price factor,proposals will be assigned
one of three discrete scores:(1)100%of the percentage weight;(2)50%of the percentage
weight;or (3)0%of the percentage weight.Benchmark and market bids will be evaluated
based on their ability to demonstrate the proposal is thorough,comprehensive and provides
limited risk to the buyer prior to PacifiCorp performing due diligence on any given bid.
Bidders that have a demonstrated track record and bids for mature proposals will receive
higher scores.The followingtable summarizes the basis for weighting each non-price
factor.
NON-PRICE FACTOR WEIGHTING
Non-Price
Non-Price Factor Factor
Weighting
1.Conformity to RFP Requirements:
Bids provided all required RFP information pursuantto RFP
instructions and schedule,including the accuracy of such
information.
Bids provided complete and accurate required RFP information of
but not limited to documentation of site control and permitting
process,environmental compliance plan,and interconnection or 4%
transmission arrangements.
Bids in compliance with technical specifications as outlined in
Appendix A (applicable primarily to BTA bids or PPA bids with a
purchaseoption)
Bidder's development and construction experiencerelated to large
scale wind projects.
2.Project Deliverability:
Bids demonstratedthe commercial operation date would be
achieved by December 31,2020.
Bids provided sufficient detail,including schedule(s)and
documentation,to demonstratethe ability of meeting all of the
project's environmental compliance,permits,and equipment
procurement.8%Bids demonstrateand provide sufficient detail regarding access to
generation equipment and well defined O&M plan and financing
plan.
Bids included documentation that projects qualify for and would
receive the full or partial value of the federal PTC as interpreted
by applicable guidelines and rules of the Internal RevenueService
at commercial operation.
3.Transmission Progression:
Bids provided sufficient detail,including schedule(s)and
documentation for completing project interconnection and 8%securing any required third party transmission service to support
December 31,2020 commercial operation date.
2017R RFP -pg.24
3.Initial Shortlist Selection
PacifiCorp will seek to establish an initial shortlist that includes up to approximately 2,000
MW of aggregate wind capacity for Wyomingwind projects that are reliant on the Aeolus-
to-Bridger/Anticlinetransmission project.PacifiCorp will also seek to establish an initial
shortlist that includes up to 2,000 MW of aggregate wind capacity for wind projects that
are not reliant on the Aeolus-to-Bridger/Anticlinetransmission project.However,
PacifiCorp,in consultation with the IEs,may establish an initial shortlist containing less or
more aggregate capacity depending upon the relative total bid score among benchmark
resources and market bids.PacifiCorp,in consultation with the IEs,may select the base
proposal and one or more bid alternativesproposed with any benchmarkresource or market
bid,as applicable,to the initial shortlist.
PacifiCorp will use the combined price and non-price results to rank benchmark resources
and market bids.Based on these rankings,PacifiCorp will select an initial shortlist based
on total bid score (maximum at 100%,with a maximum of 80%for price and a maximum
of 20%for non-price factors).
The calculated nominal levelized $/MWh net benefit for each benchmark resource and
market bid will be force ranked,with a maximum of 80 points to the evaluatedbid with the
highest calculated net benefit,a minimum of zero (0)points to the evaluatedbid with the
lowest calculated net benefit-and the remaining bids scored on the 0 to 80 point scale
according to the relationship of their respective calculated net benefits to those of the
highest and lowest bids.PacifiCorp will also rank the bids per the IE-recommended
ranking methodology used in PacifiCorp's previous RFPs16 fOr purposes of comparison as
part of the initial shortlist evaluation.If the two methodologies result in different initial
shortlists,PacifiCorp will include in its initial shortlist all bids supported by both
methodologies.
The non-price score will not be force ranked.Each bid will have its forced rank price score
added to the non-price score.The bidders with the highest total score (price and non-price),
and representing up to approximately 2,000 MW of aggregate capacity at any given
location,will be considered for the initial shortlist.
PacifiCorp will engage an independent third-party expert to evaluate proposed wind
generationdata for each benchmarkresource and market bid selected to the initial shortlist
in compliance with Guideline 10(f)in Oregon Order 14-14912.In consultation with the
IEs,PacifiCorp may use information provided by the independent third-party expert to
adjust proposed wind generation data and projected capacity factors during the final
shortlist selection process.
16 PacifiCorp has historically used a ranking methodology based on the ratio ofbid benefits to costs with
established bookends for the ratios.For example,PacifiCorp used a lower bookend of 60 percent and an
upper bookend of 140 percent in its 2012 All-Source RFP.The bookends can be adjusted to balance
between price and non-price scores.
17 Public UtilityCommission of Oregon Docket UM l 182,In the Matter of an InvestigationRegarding
Competitive Bidding,Order 14-149.
2017R RFP -pg.25
PacifiCorp will assess initial short listed PPA bids for the appropriate accounting and tax
treatment.PPA bids will be evaluatedfor:(i)whether a contract must be accounted for by
PacifiCorp as a capital lease or operating lease pursuant to ASC 840 for book purposes,(ii)
whether a contract must be accountef for by PacifiCorp as a capital lease for tax purposes,
or (ii)whether the seller or assets owned by the seller,as a result of an applicable contract,
be consolidated as a variable interest entity (VIE)onto PacifiCorp's balance sheet.For
Long Term PPA offers (i.e.,PPA terms of 25 to 30 years without PPA extensions,or PPA
terms that,after consideration of extension options,would result in a PPA term of 25 to 30
years),bidders should carefully consider the potential book and tax lease accounting
treatment or (VIE)treatment implications.For these Long Term PPA offers that are
selected to the initial shortlist ,bidders will be required to supply,with their bid,projected
cash flows through the life of the underlyingasset so that PacifiCorp can assess potential
accounting implications.Potential accounting treatment impacts will be incorporated into
the bid evaluation and selection process.For instance,if PacifiCorp determines that a Long
Term PPA offering would be treated as a capital lease for tax purposes,PacifiCorp would
be treated as the tax owner for the proposed facility.Please also refer to Section 5.F of this
RFP.
4.Best and Final Pricing
Benchmark and market bids notified of their selection to the initial shortlist will be given
an opportunityto provide best and final pricing.Best and final pricing must be provided
for the same site using the same or similar technologiesas original proposed.Best and final
pricing,shall not exceed 10%of the original total bid cost,which PacifiCorp will assess
on a present value revenue requirement basis.In the event that best and final pricing
increases the total benchmark resource or market bid cost by more than 10%,PacifiCorp
reserves the right to either (a)reject the best and final proposal or,(b)replace the short-
listed bid or bid alternative with a final proposal solicited from another bid not originally
selected to the initial shortlist.Accordingly,PacifiCorp may request that certain indicative
bids,not initially selected to the initial shortlist,remain open after the initial shortlist is
established and that those bidders be prepared to provide best and final pricing on an
expeditedbasis.
C.PHASE 2 -FINAL SHORTLIST
1.Processing of Best and Final Bids
After confirmingthat best and final pricing meets the requirements of the 2017R RFP,as
outlined above,PacifiCorp will use the same proprietary models used for the initial shortlist
price evaluation,with bids updated for best and final pricing and projected performance,
to process bid costs for input into IRP production cost models.In processing benchmark
resource and market bid costs,PacifiCorp will convert the calculated revenue requirement
associated with capital costs (i.e.,return on investment,return of investment,and taxes,net
of PTCs,as applicable)to first-year-real-levelized costs,consistent with the treatment of
capital revenue requirement in PacifiCorp's IRP modeling.All other benchmark resource
and market bid costs will be summarized in nominal dollars and formatted for input into to
the IRP models,consistent with the treatment of non-capital revenue requirement in
PacifiCorp's IRP modeling.Projected wind resource performance data (expected hourly
capacity factor information)will also be processed for input into the IRP models.
2017R RFP -pg.26
2.Bid Resource Portfolio Development
PacifiCorp will use the System Optimizer (SO)model-the same model used by
PacifiCorp to develop resource portfolios in the 2017 IRP-to develop a resource portfolio
containing 2017R RFP bids with the Aeolus-to-Bridger/Anticlinetransmission project.For
purposes of the 2017R RFP,the SO model will be used to select the combination of wind
projects from the initial shortlist.For Wyoming wind that requires construction of the
Aeolus-to-Bridger/Anticlinetransmission project for interconnection,the model will be
able to select up to approximately 1,270 MW of new or repowered wind capacity.For bids
that are not dependent upon the Aeolus-to-Bridger/Anticlinetransmission project for
interconnection,the model will be able to select new or repowered wind capacity at any
level that reduces system costs,thereby demonstratingnet benefits for customers.Bids will
be available for selection to the resource portfolio for a range of different environmental
policy and market price scenarios (policy-price scenarios)."For each of these portfolios,
the SO model will be configured to include the cost and incremental transfer capability
associated with the Aeolus-to-Bridger/Anticlinetransmission project.The SO model will
also be used to establish least cost resource portfolios for each policy-price scenario
without any new wind and without the Aeolus-to-Bridger/Anticlinetransmission project.
For each policy-price scenario,PacifiCorp will calculate the present value revenue
requirement differential (PVRR(d))between the portfolio containing 2017R RFP wind
resources with the Aeolus-to-Bridger/Anticlineproject,including the all transmission
costs,and the portfolio without 2017R RFP wind resources and without incremental
transmission costs.
3.Stochastic Risk Analysis
PacifiCorp will also evaluate each of the resource portfolios developedwith the SO model
using Planning and Risk (PaR)-thesame model used in PacifiCorp's 20 17 IRP to analyze
stochastic resource portfolio risk.PaR captures stochastic risk in its production cost
estimates,without altering the resource portfolio,by using Monte Carlo sampling of
stochastic variables,which include:load,wholesale electricity and natural gas prices,
hydro generation,and thermal unit outages.For purposes of the 2017R RFP,PaR will be
used to calculate the stochastic mean PVRR(d)and the risk-adjusted PVRR(d)for each
policy-price scenario.'"
18 Policy-price scenarios will be conceptually consistent with those used in the 2017 IRP (i.e.,alternative
environmental policy assumptions among low,medium,and high price scenarios),but updated to reflect
PacifiCorp'sassessment of the most current information.Policy-price scenario assumptions will be
established and reviewedwith the IEs before updated bids with best and final pricing are received and
opened.
19 The stochastic mean metric is the average of system net variableoperating costs among 50 iterations,
combined with the real-levelizedcapital costs and fixed costs taken fromthe SO model.The risk-adjusted
metric adds 5%of system variable costs fromthe 95th percentile to the stochastic mean.The risk-adjusted
metric incorporates the expected value of low-probability,high-cost outcomes.
2017R RFP -pg.27
4.IdentifyingTop-Performing2017R RFP Wind Resource Portfolios
PacifiCorp will summarize and evaluate the 2017R RFP wind resource portfolios to
identify the specific benchmark resources and market bid resources that are most
consistently selected among the policy-price scenarios and that deliver economic benefits
for customers.Based on these data,and in consultation with the IEs,PacifiCorp will select
one or more 2017R RFP wind resource portfolios for further scenario risk analysis.
5.Scenario Risk Analysis
This step of the evaluation process will help identify whether top-performing portfolios
exhibit especially poor performance under a range of future policy-price scenarios.
PacifiCorp will develop new system resource portfolios around the top-performing 2017R
RFP resource portfolios and calculate a system PVRR(d)for each policy-price scenario.
Similarly,the portfolios developed in the SO model will be evaluated in PaR,and
PacifiCorp will calculate a stochastic mean PVRR(d)and a risk-adjusted PVRR(d)for each
policy price-scenario.
6.Other Factors
Before establishing a final shortlist,PacifiCorp may take into consideration,in consultation
with the IEs,other factors that are not expressly or adequatelyfactored into the evaluation
process outlined above,particularlyany factor required by applicable law or Commission
order to be considered.
The Utah Energy Resource Procurement Act requires consideration of at least the
followingfactors in determining whether a resource selected by PacifiCorp should be
approvedas in the public interest:
Whether it will most likelyresult in the acquisition,production,and delivery of
electricity at the lowest reasonable cost to the retail customers of an affected
electrical utility located in this state;
Long-term and short-term impacts;
Risk;
Reliability;
Financial impacts on the affected electrical utility;and
Other factors determined by the Commission to be relevant.
Oregon Order No.06-446,Guideline 10(d)as modified by Order 14-149,requires,among
other things,that the Oregon IE evaluate the unique risks and advantages associated with
the benchmark resource,includingthe regulatory treatment of costs or benefits related to
actual construction cost and plant operation differing from what was projected for the RFP.
The IE may apply those same risks and advantages in review of the market bids.
7.Final Shortlist Selection
PacifiCorp will summarize and evaluate the results of its scenario risk analysis,considering
PVRR(d)results and annual customer impacts,to identify the specific benchmark
2017R RFP -pg.28
resources and market bid resources that maximize customer benefits.Based on these data
and certain other factors as described above,and in consultation with the IEs,PacifiCorp
will establish a final shortlist.This final shortlist will be submitted to the Public Utility
Commission of Oregon for acknowledgement.PacifiCorp will seek acknowledgment of
the 2017R RFP final shortlist after acknowledgement of the 2017 IRP.Development of
the resources identified in the 2017R RFP is not contingent on acknowledgement of the
2017 IRP,however,and the Company reserves the right to modify or cancel the 2017R
RFP pending resolution of the 2017 IRP proceedings.PacifiCorp will also seek approval
of the the final shortlist with the Utah Public Service Commission,the Wyoming Public
Service Commission,and the Idaho Public Utilities Commission.Once the final shortlist
is established and bidders notified,PacifiCorp will initiate negotiations with final-shortlist
bidders.
SECTION 7.AWARDING OF CONTRACTS
A.INVITATION
This RFP contains only an invitation to make proposals to PacifiCorp.No proposal is itself
a binding contract unless the parties execute definitive and complete documentation
providing otherwise.
PacifiCorp may in its sole discretion do any one or more of the following:
1.Determine which proposals are eligible for consideration in response to this RFP.
2.Issue additional subsequent solicitations for information,and conduct
investigations with respect to the qualifications of each bidder.
3.Supplement,amend,or otherwise modify this RFP,or cancel this RFP with or
without the substitution of another RFP.
4.Negotiate with bidders to amend any proposal.
5.Select and enter into agreements with the bidders who,in PacifiCorp's sole
judgment,are most responsive to the RFP and whose proposals best satisfy the
interests of PacifiCorp and its customers,and not necessarily on the basis of price
alone or any other single factor.
6.Issue additional subsequent solicitations for proposals.
7.Waive any irregularity or informality on any proposal to the extent not prohibited
by law.
8.Reject any or all proposals in whole or in part.
9.Vary any timetable.
10.Conduct any briefing session or further RFP process on any terms and conditions.
11.Withdraw any invitation to submit a response.
Basis for Rejection
Proposals may be rejected for any reason including but not limited to not meeting the
minimum eligibilityrequirements identified in Section 3.H of this RFP.
2017R RFP -pg.29
B.CONFIDENTIALITY AGREEMENT
In addition to the confidentialityprovisions set forth herein,bidders should note that all
parties will be required to sign AppendixG -ConfidentialityAgreementwith PacifiCorp
if they qualify for the initial shortlist.
C.NON-RELIANCE LETTER
All parties will be required to sign AppendixG -Non-Reliance Letter if they qualify for
the final shortlist prior to entering into negotiations with PacifiCorp.
D.POST-BID NEGOTIATION
PacifiCorp will further negotiate both price and non-price factors during post-bid
negotiations.PacifiCorp will also include in its evaluation any factor that may impact the
total cost of a resource,including but not limited to all of the factors used in the final
shortlist cost analysis plus consideration of accounting treatment and potential effects due
to rating agency treatment,if applicable.Post-bid negotiation will be based on PacifiCorp's
cost assessment.PacifiCorp will continuallyupdate its economic and risk evaluations until
both parties execute a definitive agreement acceptable to PacifiCorp in its sole and absolute
discretion.
PacifiCorp shall have no obligation to enter into any agreement with any bidder to this RFP
and PacifiCorp may terminate or modify this RFP at any time without liabilityor obligation
to any bidder.In addition,this RFP shall not be construed as preventing PacifiCorp from
entering into any agreement that PacifiCorp deems prudent,in PacifiCorp's sole discretion,
at any time before,during,or after this RFP process is complete.Finally,PacifiCorp
reserves the right to negotiate only with those entities who propose transactions that
PacifiCorp believes in its sole discretion to have a reasonable likelihood of being executed.
E.SUBSEQUENTREGULATORY ACTION
Unless mutuallyagreed between the parties or unless required by actual (or proposed)law
or regulatory order,at the time of contract execution,PacifiCorp does not intend to include
a contractual clause whereby PacifiCorp is allowed to adjust contract prices in the event
that an entitywho has regulatory jurisdiction over PacifiCorp does not fully recognize the
contract prices in determining PacifiCorp's revenue requirement.As of the issuance date
for this solicitation,PacifiCorp is unaware of any such actual law or regulatory order.
2017R RFP -pg.30