2018 BUNDLED RPS ENERGY SALES - SCE · Dates* Event September 27, 2018 SCE launches the 2018 Bundled RPS Energy Sales Solicitation October 2, 2018 SCE hosts a Solicitation Conference

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


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”)

https://www.sce.com/RECSalesRFO


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.

http://docs.cpuc.ca.gov/PUBLISHED/FINAL_DECISION/156060.htm

http://docs.cpuc.ca.gov/PUBLISHED/FINAL_DECISION/156060.htm


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 ***

mailto:[email protected]


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 ***


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



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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

[email protected].





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 ***




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 ***


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 ***


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 ***


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.


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 ***


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


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 ***


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 ***


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***