ALBERTA ELECTRIC SYSTEM OPERATOR
REQUEST FOR PROPOSALS
FOR
TRANSMISSION MUST RUN AND VOLT-AMP REACTIVE SERVICES
IN
CALGARY AREA, ALBERTA
JANUARY 20, 2005
30626059.1
TABLE OF CONTENTS
1.0
2.0
3.0
4.0
5.0
GENERAL REQUEST FOR PROPOSAL INFORMATION ........................................................ 1
1.1
General ............................................................................................................................... 1
1.2
Background on the AESO.................................................................................................. 2
1.3
System Requirements ........................................................................................................ 2
THE RFP DOCUMENTS ............................................................................................................... 3
2.1
Request for Proposals Documents ..................................................................................... 3
2.2
Priority of Documents ........................................................................................................ 3
2.3
Distribution of Documents – Electronic Distribution ........................................................ 3
2.4
Investigation by Bidder; Information Provided by the AESO ........................................... 4
THE RFP PROCESS ...................................................................................................................... 5
3.1
Timetable ........................................................................................................................... 5
3.2
Clarification and Questions Related to the RFP Documents ............................................. 5
3.3
Contact Person/Prohibited Contacts .................................................................................. 6
3.4
Public Statements and News Releases ............................................................................... 7
3.5
The AESO's Right to Amend or Supplement the RFP ...................................................... 7
3.6
Addenda/Changes to the RFP Documents ......................................................................... 7
3.7
Disclosure Issues................................................................................................................ 7
3.8
AESO Confidentiality Issues ............................................................................................. 8
3.9
Governing Law, Attornment and Limit on Liability.......................................................... 8
3.10
Joint Venture Proposals ..................................................................................................... 9
3.11
Bidders' Costs .................................................................................................................. 10
3.12
Delays and Costs of Delay ............................................................................................... 10
3.13
Clarification and Verification of Bidder's Proposal ......................................................... 10
3.14
Notification of Changes of Bidder's Structure ................................................................. 11
3.15
Transmission Regulation ................................................................................................. 11
PROPOSAL CONTENT AND FORMAT ................................................................................... 12
4.1
General Format of Proposal ............................................................................................. 12
4.2
Contents of the Proposal .................................................................................................. 12
4.3
Part A – Proposal Submission Form ................................................................................ 13
4.4
Part B – Contents of the Technical Submission............................................................... 13
4.5
Price Submission Section................................................................................................. 14
4.6
Agreement Submission Section ....................................................................................... 15
PROPOSAL SUBMISSION, WITHDRAWAL AND MODIFICATION ................................... 15
30626059.1
6.0
7.0
5.1
Submission of Proposals .................................................................................................. 15
5.2
Withdrawal of Proposals .................................................................................................. 16
5.3
Amendment of Proposals ................................................................................................. 16
5.4
Proposal Irrevocability ..................................................................................................... 16
5.5
Multiple Bidder Proposals ............................................................................................... 16
PROPOSAL OPENING AND EVALUATION OF PROPOSALS ............................................. 16
6.1
Opening of Proposals ....................................................................................................... 16
6.2
Evaluation Team .............................................................................................................. 16
6.3
Steps in the Evaluation Process ....................................................................................... 16
GENERAL EVALUATION AND DISQUALIFICATION PROVISIONS ................................ 20
7.1
AESO Discretion in Determining Compliance and Ranking........................................... 20
7.2
Disqualification................................................................................................................ 20
8.0
SUCCESSFUL BIDDERS............................................................................................................ 22
9.0
RIGHTS OF THE AESO TO ACCEPT OR REJECT PROPOSALS .......................................... 22
10.0
AGREEMENT FINALIZATION AND DEBRIEFING ............................................................... 24
10.1
Agreement Finalization.................................................................................................... 24
10.2
Notification if Not Successful .......................................................................................... 25
30626059.1
-ii-
REQUEST FOR PROPOSALS
INSTRUCTIONS TO BIDDERS
1.0
GENERAL REQUEST FOR PROPOSAL INFORMATION
1.1
1
2
GENERAL
(1)
The Independent System Operator, operating as the Alberta Electric System
Operator, (the "AESO") is issuing this Request for Proposals ("RFP") to retain
one or more service providers (individually, and collectively, the "Service
Provider") to provide all or a portion of the services described in the RFP Data
Sheet, being Schedule A attached hereto (the "Services").
(2)
The AESO intends to award one or more agreements for the provision of the
Services through an open, fair and competitive RFP process. The agreement(s),
if any, that are awarded pursuant to this RFP shall be substantially in the form of
Schedule F if the Services are to be provided from one or more Generating Units
from within an Existing Facility (the "EF Agreement")1 and substantially in the
form of Schedule G if the Services are to be provided from one or more
Generating Units from within a Greenfield Facility (the "GF Agreement").2 For
the purposes of this RFP, the term "Generating Unit" shall have the meaning
attributed to it in the Electric Utilities Act, S.A. 2003 c. E-5.2 (the "EU Act").
(3)
The RFP competition will be open to any legal person who proposes to provide
the Services from a Generating Unit that has a minimum nameplate capacity of 5
megawatts other than those Generating Units (the "Disqualified Generating
Units") identified in the RFP Data Sheet. Any such person is invited to submit a
proposal for the provision of Services (the "Proposal") in response to this RFP.
In this RFP, entities that submit a Proposal for the provision of Services from a
Generating Unit that has a minimum nameplate capacity of 5 megawatts other
than a Disqualified Generating Unit are referred to as "Bidders" and the Bidder
and/or Bidders, if any, that are selected to be awarded an EF Agreement or a GF
Agreement (as applicable, the "Agreement") are referred to as "Successful
Bidder(s)".
(4)
The AESO's process to select a Service Provider (the "RFP Process") will
commence with the issuance of these RFP Documents and will terminate on the
earlier to occur of (a) the execution of the Agreement(s) by both the Successful
The EF Agreement has been drafted from the perspective that the Services provided by a Service Provider comprise
TMR and VAr. To the extent that the Services provided by a Service Provider comprise VAr only, the AESO
acknowledges that revisions will be required to the EF Agreement, including (but not limited to) Article 3, Article 4,
Article 5 and various definitions thereof. If a Bidder proposes to supply only VAr, then it shall include within the
Agreement Submission Section (pursuant to RFP Section 4.6) all comments and revisions necessary therefor.
The GF Agreement has been drafted from the perspective that the Services provided by a Service Provider comprise
TMR and VAr. To the extent that the Services provided by a Service Provider comprise VAr only, the AESO
acknowledges that revisions will be required to the GF Agreement, including (but not limited to) Article 3, Section 5.9,
Article 7, Article 8 and various definitions thereof. If a Bidder proposes to supply only VAr, then it shall include
within the Agreement Submission Section (pursuant to RFP Section 4.6) all comments and revisions necessary
therefor.
30626059.1
-2-
Bidder(s) and the AESO, or (b) the election by the AESO to not proceed with the
RFP or otherwise cancel this RFP in accordance with the terms hereof.
(5)
1.2
1.3
30626059.1
The AESO will evaluate the Bidders' Proposal(s) as set out in RFP Section 6.3.
BACKGROUND ON THE AESO
(1)
The AESO is the Independent System Operator for the Province of Alberta and is
a statutory corporation created pursuant to the EU Act.
(2)
Section 17 of the EU Act specifies a number of duties to be observed and
performed by the AESO, including the requirement to manage and recover the
costs for the provision of Ancillary Services and the requirement to assess the
current and future needs of market participants and plan the capability of the
Alberta interconnected electric system (the "System") to meet those needs. For
the purposes of this RFP, the term "Ancillary Services" shall have the meaning
attributed to it in the EU Act.
SYSTEM REQUIREMENTS
(1)
The AESO has a requirement to procure the Services (which are a type of
Ancillary Service) from one or more generating facility(ies) which must be
within that area in the Province of Alberta specified in the RFP Data Sheet (the
"Services Area") in order to maintain security of the System. Such generating
facility(ies) shall contain one or more Generating Units each having a minimum
nameplate capacity of 5 megawatts (that are not Disqualified Generating Units)
and may be either a new, greenfield facility (collectively, a "Greenfield
Facility") or an existing generating facility (collectively, an "Existing Facility").
(2)
Facilities from which the Services are proposed to be provided must comply with
the technical requirements specified in Schedule E (the "Technical
Requirements").
(3)
The AESO has existing contractual arrangements for Ancillary Services in the
Services Area, but requires additional Ancillary Services to provide service in the
event in-merit generation participating in the energy market is insufficient to
satisfy the transmission must run requirements set forth in Operating Policy 510
("OPP 510"), a copy of which is included in Schedule H. Services contracted
under this RFP will be considered with existing Ancillary Services agreements
for the provision of transmission must run services when the dispatch order for
such Ancillary Services is decided. In submitting a Proposal, Bidders
acknowledge that (a) in the event they are a Successful Bidder there is no
guarantee or assurance whatsoever that Services to be provided pursuant to
an Agreement will be dispatched, and (b) OPP 510 is currently in draft
format and the AESO has the right to, may and will (if an Agreement is
awarded pursuant to this RFP), in its sole and absolute discretion, amend,
supplement or otherwise revise OPP 510 in any respect at any time during
or after the RFP Process without prior notification or approval by any
Bidder.
-3-
2.0
THE RFP DOCUMENTS
2.1
REQUEST FOR PROPOSALS DOCUMENTS
(1)
(2)
2.2
2.3
30626059.1
The Request for Proposals documents (the "RFP Documents") are:
(a)
the main body of the RFP, being the Instructions to Bidders;
(b)
Schedule A – the RFP Data Sheet;
(c)
Schedule B – the Proposal Submission Form;
(d)
Schedule C – the Price Form;
(e)
Schedule D – the RFP Question Form;
(f)
Schedule E – the Technical Requirements;
(g)
Schedule F – the form of the EF Agreement;
(h)
Schedule G – the form of the GF Agreement;
(i)
Schedule H – OPP 510; and
(j)
Addenda to the RFP Documents, if any are issued by the AESO.
The RFP shall be read as a whole. The Schedules and Addenda, if any, constitute
an integral part of this RFP and are incorporated by reference.
PRIORITY OF DOCUMENTS
(1)
Except as provided in RFP Section 2.2(2), if there are any inconsistencies
between the terms, conditions and provisions of the RFP Documents, the RFP
shall prevail over the Schedules during the RFP Process.
(2)
If there is a conflict between the RFP and the RFP Data Sheet, the information in
the RFP Data Sheet shall prevail over the RFP. If there is a conflict between the
RFP and the Agreement, the terms and conditions and provisions of the
Agreement shall prevail over the RFP.
DISTRIBUTION OF DOCUMENTS – ELECTRONIC DISTRIBUTION
(1)
The AESO may, in its discretion, use an on-line electronic distribution system to
distribute all RFP Documents. Whether or not the RFP Process will be carried
out using an electronic distribution system and the method by which such system
is utilized is set out in the RFP Data Sheet.
(2)
If the AESO uses an electronic distribution system of any kind, the Bidder is
solely responsible for making appropriate arrangements to receive and access the
RFP Documents through that electronic distribution system.
-4-
2.4
INVESTIGATION BY BIDDER; INFORMATION PROVIDED BY THE AESO
(1)
Each Bidder is solely responsible for conducting its own independent research,
due diligence, and any other work or investigations and seeking any other
independent advice necessary for the preparation of Proposals, negotiation or
finalization of the Agreement, and the subsequent delivery of all Services to be
provided by the Service Provider from an Existing Facility or Greenfield Facility
pursuant to the applicable Agreement (the "Project"). Nothing in the RFP
Documents is intended to relieve the Bidders from forming their own opinions
and conclusions with respect to the matters addressed in this RFP.
(2)
Without limiting in any way the generality of RFP Section 2.4(1), the Bidder is
responsible for making whatever inquiries or arrangements necessary for the
Bidder to become fully informed of the nature of the Project and the work to be
performed for the Project. By its submission of a Proposal, the Bidder
acknowledges (as appropriate, having regard to its Proposal) that it has
investigated and satisfied itself, including, but not limited, to:
(3)
30626059.1
(a)
the nature of the Project;
(b)
all matters relating to the ownership of a Greenfield Facility;
(c)
its financial capability to acquire the land rights for a Greenfield Facility,
secure fuel supply and fuel delivery and design and construct the
Greenfield Facility;
(d)
the location, ownership, suitability and all conditions relating to the site
necessary for the Greenfield Facility including, but not limited to,
accessibility, general character, surface and subsurface conditions,
utilities, roads, uncertainties of seasonal weather and all other physical
and topographical, geological and geographical conditions;
(e)
the general character, quality and quantity of equipment and materials
required to undertake and complete and/or operate the Greenfield
Facility and Existing Facility in accordance with the Technical
Requirements;
(f)
all safety, health and environmental conditions, requirements and
Governing Law applicable to the Bidder and to the Project;
(g)
the approvals (regulatory or otherwise) necessary for the construction,
ownership, energization and commissioning of a Greenfield Facility; and
(h)
the scope of work required to undertake and complete the Project in
order for the Bidder, if successful, to fulfil each of its obligations under
the Agreement.
No Bidder shall claim at any time after submission of a Proposal that there was
any misunderstanding with respect to the conditions imposed by the RFP
Documents or claim any reliance or collateral agreement with respect to any
-5-
information given or statement made with respect to the Project or the conditions
thereof except as specifically provided by the RFP Documents.
(4)
3.0
No guarantee, representation or warranty, express or implied, is made and no
responsibility of any kind is accepted by the AESO or AESO Representatives for
the completeness or accuracy of any information presented in the RFP
Documents, during the RFP Process or during the term of the Agreement. The
AESO and AESO Representatives shall not be liable to any person or entity as a
result of the use of any information contained in the RFP Documents provided
during the RFP Process or during the term of the Agreement.
THE RFP PROCESS
3.1
3.2
TIMETABLE
(1)
The timetable for the RFP Process (the "Timetable") is set out in the RFP Data
Sheet.
(2)
The AESO may, without liability, cost or penalty and in its sole discretion, and at
any time prior to or following the deadline for submission of Proposals (the
"Submission Deadline") set out in the RFP Data Sheet, amend the Timetable;
provided that in no event may the AESO amend the Award Date to be a date after
March 31, 2005.
(3)
If the AESO extends the Submission Deadline, all obligations of Bidders will
thereafter be subject to the extended deadline.
CLARIFICATION AND QUESTIONS RELATED TO THE RFP DOCUMENTS
(1)
Prospective Bidders may request clarification of the RFP Documents by
submitting all requests for clarification:
(a)
on the form set out in Schedule D, including the Bidder's address and
telephone number;
(b)
either:
(c)
(2)
30626059.1
(i)
by e-mail to the e-mail address of the RFP Project Manager set
out in the RFP Data Sheet; or
(ii)
by hand or courier in hard copy and electronic format (floppy
disc) to the RFP Project Manager named, and at the co-ordinates
set forth, in the RFP Data Sheet; and
no later than the deadline for submission of clarification requests set out
in the Timetable.
Subject to RFP Section 3.2(3), the AESO will provide the prospective Bidders
with written responses to requests for clarification that are submitted in
accordance with this RFP Section 3.2 in a "Response to Questions Document" no
-6-
later than the date set out in the Timetable in the RFP Data Sheet. The AESO
will circulate the requests for clarification and the Response to Questions
Document to prospective Bidders in accordance with the circulation method set
out in the RFP Data Sheet. The Response to Questions Document is not an RFP
Document and does not amend the RFP Documents.
(3)
3.3
30626059.1
The AESO will include, in the Response to Questions Document, all requests for
clarification that have been submitted in accordance with this RFP Section 3.2
but will not attribute the requests for clarification to any party. The AESO may,
in its sole discretion:
(a)
answer similar questions from various Bidders only once;
(b)
edit the language of the questions for the purpose of clarity; and
(c)
exclude submitted questions if they are ambiguous, incomprehensible or,
the response to which, would require the AESO to disclose information
which is subject to confidentiality restrictions.
(4)
It is the Bidder's responsibility to seek clarification from the AESO of any matter
it considers to be unclear and the Bidder shall seek clarification in accordance
with this RFP Section 3.2.
(5)
The AESO shall not be responsible for any misunderstanding of the RFP
Documents, the Response to Questions Document or the RFP Process on the part
of the Bidder.
CONTACT PERSON/PROHIBITED CONTACTS
(1)
Prospective Bidders shall address all questions and requests for clarification with
respect to this RFP Process to the AESO in accordance with RFP Section 3.2.
(2)
If prospective Bidders, Bidders or the Successful Bidder(s) wish to contact the
AESO during the RFP Process on matters related to their Proposals, the RFP
Documents or the RFP Process, they shall contact the person designated as the
co-ordinator of the RFP Process for the AESO (the "RFP Project Manager") at
the co-ordinates set out in the RFP Data Sheet.
(3)
Prospective Bidders, Bidders and the Successful Bidder(s) shall not contact or
make any attempt to contact:
(a)
any AESO officer, employee, subcontractor, agent, representative,
consultant or volunteer (the "AESO Representatives") other than the
RFP Project Manager; or
(b)
any other prospective Bidder or other Bidder, except for the purpose of
discussing the possibility of submitting a Proposal as a Joint Venture
Bidder;
-7-
with respect to the prospective Bidders', Bidders' or the Successful Bidders'
Proposals, the RFP Documents or the RFP Process.
(4)
Without limiting the generality of RFP Section 3.3(3), prospective Bidders,
Bidders and the Successful Bidder(s) shall not contact or attempt to contact:
(a)
any member of the Evaluation Team; or
(b)
any expert or advisor assisting the Evaluation Team;
on matters related to their Proposals, the RFP Documents or the RFP Process.
3.4
PUBLIC STATEMENTS AND NEWS RELEASES
The prospective Bidders, Bidders and Successful Bidder(s) shall not issue any public
statement or news release pertaining to this RFP Process without the prior written consent
of the AESO.
3.5
3.6
3.7
THE AESO'S RIGHT TO AMEND OR SUPPLEMENT THE RFP
(1)
The AESO may, without liability, cost or penalty amend or supplement the RFP
Documents in accordance with RFP Section 3.6.
(2)
Any reference herein to "RFP" or "RFP Documents" includes any amendments to
the RFP or RFP Documents made in accordance with RFP Section 3.6.
ADDENDA/CHANGES TO THE RFP DOCUMENTS
(1)
The AESO will issue changes to the RFP Documents by Addenda only. All
Addenda shall be clearly identified as such by the AESO. No other statement,
whether oral or written, made by the AESO or an AESO Representative,
including the RFP Project Manager, will amend the RFP Documents.
(2)
The Bidder shall not rely on any information or instructions from the AESO or an
AESO Representative except the RFP Documents and any Addenda issued
pursuant to this RFP Section 3.6.
(3)
The Bidder is solely responsible to ensure that it has received all Addenda issued
by the AESO. Bidders may, in writing, seek confirmation of the number of
Addenda issued under this RFP from the RFP Project Manager.
DISCLOSURE ISSUES
(1)
The Bidder, by submitting its Proposal, agrees that the AESO may disclose the
name of the Successful Bidder(s) to other Bidders and the public.
(2)
The AESO may provide the Proposals to any person involved in the review and
evaluation of the Proposals on behalf of the AESO and the AESO may:
(a)
30626059.1
make copies of the Proposal; and
-8-
(b)
(3)
3.8
retain the Proposal.
The AESO may disclose any information with respect to the Bidders and their
Proposals as required by the Governing Law.
AESO CONFIDENTIALITY ISSUES
The prospective Bidders and Bidders acknowledge and agree that all material, data,
information, or any item in any form, whether it is in electronic or hard copy format,
supplied by or obtained from the AESO (the "RFP Information") that the prospective
Bidders acquired during the RFP Process from the AESO:
3.9
shall remain the sole property of the AESO and the prospective Bidders
and the Bidders shall treat it as confidential;
(b)
shall not be used by the prospective Bidder or Bidders for any other
purpose other than submitting a Proposal in response to this RFP;
(c)
shall not be disclosed by the prospective Bidder or Bidders to any person
who is not involved in the Bidder's preparation of its Proposal without
prior written authorization from the AESO; and
(d)
if requested by the AESO, shall be returned to the RFP Project Manager
no later than ten calendar days after the request by the AESO to return
the RFP Information.
GOVERNING LAW, ATTORNMENT AND LIMIT ON LIABILITY
(1)
This RFP and the Agreement entered into by the Successful Bidder(s) shall be
governed and construed in accordance with the laws of Alberta and the
applicable laws of Canada therein (the "Governing Law").
(2)
The Bidder agrees that:
(3)
30626059.1
(a)
(a)
any action or proceeding relating to this RFP Process shall be brought in
any court of competent jurisdiction in the Province of Alberta and for
that purpose each Party irrevocably and unconditionally attorns and
submits to the jurisdiction of that Alberta court;
(b)
it irrevocably waives any right to and will not oppose any Alberta action
or proceeding relating to this RFP Process on any jurisdictional basis,
including forum non conveniens; and
(c)
it will not oppose the enforcement against it, in any other jurisdiction, of
any judgement or order duly obtained from an Alberta court as
contemplated by this RFP Section 3.9(2).
ALL BIDDERS AND PROSPECTIVE BIDDERS AGREE THAT IF THE
AESO COMMITS A MATERIAL BREACH OF THIS RFP, THE
AGGREGATE AMOUNT OF DAMAGES RECOVERABLE AGAINST THE
-9-
AESO BY SUCH BIDDER OR PROSPECTIVE BIDDER FOR ANY MATTER
RELATING TO OR ARISING FROM THAT MATERIAL BREACH,
WHETHER BASED UPON AN ACTION OR CLAIM IN CONTRACT,
WARRANTY, EQUITY, NEGLIGENCE, INTENDED CONDUCT OR
OTHERWISE, INCLUDING ANY ACTION OR CLAIM ARISING FROM
THE ACTS OR OMISSIONS, NEGLIGENT OR OTHERWISE, OF THE
AESO, SHALL BE NO GREATER THAN THE DEMONSTRATED
PROPOSAL PREPARATION COSTS OF THE BIDDER OR PROSPECTIVE
BIDDER SEEKING DAMAGES FROM THE AESO.
(4)
3.10
If a Bidder is required by the Governing Law to hold or obtain a licence, permit,
consent or authorization to carry on an activity contemplated in its Proposal,
neither acceptance of the Proposal nor execution of the Agreement shall be
considered to be approval by the AESO of carrying on such activity without the
requisite licence, permit, consent or authorization.
JOINT VENTURE PROPOSALS
(1)
A Proposal may be submitted by:
(a)
a single entity as the Bidder; or
(b)
a collection of entities or individuals as the Bidder (the "Joint Venture
Bidder").
Each Joint Venture Bidder shall state, in its Proposal, the joint venture
arrangements that form the basis on which the Joint Venture Bidder plans to
carry out its obligations under the Agreement. Joint Venture Bidders shall not
change their joint venture arrangements without the prior written approval of the
AESO.
(2)
(3)
30626059.1
Each Joint Venture Bidder shall submit, as part of the Technical Submission of
its Proposal, a written commitment, in the form of a letter duly executed by a
responsible officer of each joint venture participant that:
(a)
confirms each joint venture participant's commitment to the joint venture
and acceptance of the joint venture arrangements described in the
Proposal in accordance with this RFP Section 3.10; and
(b)
identifies which joint venture participant:
(i)
will assume the leading role on behalf of the other joint venture
participants; and
(ii)
will have the authority to bind or commit all joint venture
participants (the "Participant in Charge").
Each joint venture participant shall demonstrate its authorization of the
Participant in Charge by submitting a power of attorney signed by legally
authorized signatories.
- 10 -
3.11
BIDDERS' COSTS
(1)
(2)
3.12
Each Bidder and prospective Bidder shall bear all costs and expenses incurred by
it relating to any aspect of its participation in this RFP Process, including all
costs and expenses related to its involvement in:
(a)
the preparation, presentation and submission of its Proposal;
(b)
due diligence and information gathering processes;
(c)
site visits and interviews;
(d)
preparation of responses to questions or requests for clarification from
the AESO;
(e)
preparation of the Bidder's or prospective Bidder's own questions during
the clarification process; and
(f)
Agreement negotiations and discussions.
The AESO is not liable to pay such costs and expenses or to reimburse or
compensate a Bidder or prospective Bidder under any circumstances, regardless
of the conduct or outcome of the RFP Process. No Bidder or prospective Bidder
shall hold the AESO liable for any error or omission in any part of the RFP
Documents.
DELAYS AND COSTS OF DELAY
The AESO shall not be liable, in any way, to the Bidders or prospective Bidder for any
delays, or costs associated with delays, in the RFP Process.
3.13
CLARIFICATION AND VERIFICATION OF BIDDER'S PROPOSAL
(1)
Clarification
(a)
30626059.1
The AESO may, within such time frame as it determines appropriate:
(i)
require the Bidder to clarify the contents of its Proposal;
(ii)
require the Bidder to submit supplementary documentation
clarifying any matters contained in its Proposal; and
(iii)
seek a Bidder's acknowledgement of an AESO interpretation of
the Bidder's Proposal.
(b)
The AESO is not obliged to seek clarification of any aspect of a
Proposal.
(c)
Any written information received by the AESO from a Bidder pursuant
to a request for clarification from the AESO as part of the RFP Process
- 11 -
may, in the AESO's discretion, be considered as an integral part of the
Proposal.
(2)
3.14
The AESO may, in its sole discretion, verify any statement or claim
contained in any Proposal or made subsequently in any interview or
negotiation. That verification may be made by whatever means the
AESO deems appropriate and may include contacting the names of
persons identified in the contract information provided by the Bidder
and, in addition, contacting persons or entities other than those identified
by any Bidder.
(b)
In submitting a Proposal, the Bidder is deemed to consent to the AESO
verifying any information from third parties and receiving additional
information regarding the Bidder, its directors, officers, shareholders or
owners and any other person associated with the Bidder as the AESO
may require.
(c)
For the purposes of the verification in RFP Sections 3.13(2)(a) and
3.13(2)(b), the information described may be collected from and
disclosed to government and non-government organizations.
(1)
During the RFP Process, a Bidder shall notify the RFP Project Manager, in
writing, of any proposed changes to its joint venture arrangements or ownership
structure from the joint venture arrangements or ownership structure set out in
the Proposal.
(2)
The AESO may:
(a)
approve the changes in the joint venture arrangements or ownership
structure of a Bidder; or
(b)
reject the Bidder's or Successful Bidder's Proposal as a result of these
changes.
The AESO's approval pursuant to RFP Section 3.14(2)(a) shall not be
unreasonably withheld.
TRANSMISSION REGULATION
(1)
30626059.1
(a)
NOTIFICATION OF CHANGES OF BIDDER'S STRUCTURE
(3)
3.15
Verification
In submitting a Proposal and for the purposes of the RFP and RFP Process, each
Bidder acknowledges that the AESO will assume Section 23(1) of Transmission
Regulation AR 174/2004 to be in effect and requiring a traditional embedded cost
of service methodology for a specific facility (not a generic facility).
- 12 -
4.0
(2)
The AESO will not accept a Proposal, compensation for which is in excess of the
cost of service of the Greenfield Facility or Existing Facility, as applicable,
determined in accordance with the foregoing.
(3)
If the AESO is of the reasonable view that a Proposal may result in a violation of
Section 23(1) of Transmission Regulation AR 174/2004, the AESO may request
the Bidder to submit its traditional embedded cost of service methodology for the
provision of the Services.
PROPOSAL CONTENT AND FORMAT
4.1
GENERAL FORMAT OF PROPOSAL
(1)
(a)
is securely bound (single sided printing is encouraged) with numbered
pages;
(b)
has a title page and complete table of contents at the front of the Proposal
immediately following the title page; and
(c)
has a divider, with tabs at least at the beginning of each part of the
Proposal.
(2)
The Bidder shall separate all pre-printed literature about the Bidder, if any, into a
separate volume and include it with the Technical Submission. The AESO will
not evaluate pre-printed literature and the Bidder is not required to submit preprinted literature.
(3)
Each Bidder shall:
(4)
4.2
Each Bidder shall submit a Proposal that:
(a)
examine all instructions, terms and conditions, forms and information in
the RFP Documents and the Response to Questions Document; and
(b)
in a clear, concise and legible manner, complete and submit all
documentation and information required by RFP Section 4.2.
The Bidders are strongly encouraged to use formatting and a font size (12 is
recommended) that is readable.
CONTENTS OF THE PROPOSAL
Each Bidder shall submit a Proposal that consists of the following documents (the
"Proposal Documents"):
(a)
30626059.1
a Technical Submission Section that consists of:
(i)
Part A – Proposal Submission Form;
(ii)
Part B – Technical Submission;
- 13 -
4.3
a Price Submission Section; and
(c)
an Agreement Submission Section.
PART A – PROPOSAL SUBMISSION FORM
(1)
Each Bidder shall complete and execute the Proposal Submission Form attached
as Schedule B of this RFP.
(2)
Bidders shall execute the Proposal Submission Form as follows:
(3)
4.4
(b)
(a)
in the case of a sole proprietorship, the sole proprietor shall sign the
Proposal Submission Form and have the signature witnessed;
(b)
in the case of a limited company, an authorized signing officer shall sign
the Proposal Submission Form;
(c)
in the case of a partnership, all partners shall sign the Proposal
Submission Form and have their signatures witnessed; and
(d)
in the case of a joint venture, each entity of the joint venture comprising
the Joint Venture Bidder shall sign the Proposal Submission Form and
each joint venture participant shall sign in accordance with the
requirements of RFP Section 4.3(2)(a), (b) or (c), as applicable.
Each Bidder shall disclose any potential or actual conflicts of interest in the
Proposal Submission Form that it, or members of its joint venture in the case of
Joint Venture Bidders, has or may have as a Service Provider under the terms and
conditions of the form of Agreement or as a Bidder pursuant to this RFP.
PART B – CONTENTS OF THE TECHNICAL SUBMISSION
(1)
The Bidder shall prepare and submit its Technical Submission in the following
format and containing the information described as follows:
(a)
Executive Summary
The Bidder shall provide a 1 to 2 page summary of the Technical
Submission of its Proposal.
(b)
Demonstration of
Requirements
the Bidder's
Understanding of
the
AESO's
The Bidder shall describe:
(i)
30626059.1
in respect of a Proposal for Services from a Greenfield Facility,
its familiarity with the construction process to be undertaken, the
Bidder's ability to meet the Required Commercial Operation
Date and the Bidder's ability to comply with the Technical
Requirements;
- 14 -
(ii)
in respect of a Proposal for Services from an Existing Facility,
the Bidder's ability to provide the Services on the Required
Commercial Operation Date and the Bidder's ability to comply
with the Technical Requirements; and
(iii)
the Bidder's expertise and how the Bidder views the relevance of
its expertise (in respect of a Proposal for Services from a
Greenfield Facility) to the construction process and requirements
and (for all Proposals) to the provision the Services in
accordance with the terms of the Agreement.
For the purposes of this RFP, "Required Commercial Operation Date"
means, in respect of an Existing Facility or Greenfield Facility, the date
which the Bidder specifies in its Proposal (and which is a
commencement date for the Services, as set forth in the RFP Data Sheet)
as being the date on which it shall commence provision of the Services.
(c)
Bidder's Experience and Financial Information
(i)
Project Experience
In respect of Proposals for Services from a Greenfield Facility,
the Bidder shall describe its project experience that is relevant to
the development of a Greenfield Facility and, if applicable, the
provision of Ancillary Services therefrom, including:
(ii)
(A)
the name and description of the project;
(B)
the involvement and role of the Bidder;
(C)
the completion date of the project; and
(D)
if applicable, the type of Ancillary Services provided
from such Facility.
Financial, Legal and Generating Unit Information
The Bidder shall submit the financial, legal and Generating Unit
information in accordance with the RFP Data Sheet to
demonstrate, inter alia, that it has the required financial position.
(d)
Technical Requirements
The Bidder shall submit a statement indicating how it would achieve all
of the requirements set forth in the Technical Requirements.
4.5
PRICE SUBMISSION SECTION
(1)
30626059.1
The Price Submission Section shall consist of a completed Price Form. The Price
Form is attached as Schedule C.
- 15 -
4.6
AGREEMENT SUBMISSION SECTION
(1)
5.0
The Agreement Submission Section shall consist of:
(a)
a statement that the Bidder has reviewed the form of Agreement, has no
comments, concerns or issues in respect of the form of Agreement and, if
selected as the Successful Bidder, is prepared to execute the form of
Agreement without any amendment; or
(b)
a statement that the Bidder has reviewed the form of Agreement and has
compiled and set forth and included within the Agreement Submission
Section all of its comments, concerns and issues in respect of the form of
Agreement which, if it were selected as the Successful Bidder, it believes
must be addressed in the form of Agreement before same would be
executed.
PROPOSAL SUBMISSION, WITHDRAWAL AND MODIFICATION
5.1
30626059.1
SUBMISSION OF PROPOSALS
(1)
Each Bidder shall submit one original and three copies of its Proposal before the
Submission Deadline. At the AESO's discretion, Proposals received after the
Submission Deadline will be returned unopened to the sender, courier collect.
(2)
Bidders shall submit their Proposals by sending them by pre-paid courier or
hand-delivery to the AESO at the address set out in the RFP Data Sheet.
(3)
Bidders shall seal their Proposal Documents as follows. The Bidder shall take
the completed Proposal Submission Form and attach thereto the Technical
Submission, any optional pre-printed literature about the Bidder, the Price
Submission Section and Agreement Submission Section. The Bidder shall then
place all such Proposal Documents in a sealed envelope or package (the
"Submission Envelope") with the Bidder's full legal name and return address,
the Submission Deadline and the label "Confidential Ancillary Services Bid"
clearly displayed on the outside of the Submission Envelope.
(4)
Bidders shall not submit Proposals by facsimile or other methods of electronic
communication. Electronic or faxed copies of Proposals which indicate the
original is to follow are likewise unacceptable.
(5)
Except as otherwise provided in the RFP Data Sheet, Bidders shall provide only
hard copies of Proposals. The AESO will not accept Proposal documents
electronically.
(6)
The AESO may, for the purpose of convenience, request an electronic copy of
the Proposal after the Submission Deadline. If there is any difference whatsoever
between the electronic copy of the Proposal and the hard copy, the hard copy of
the Proposal, as submitted, shall govern.
- 16 -
5.2
WITHDRAWAL OF PROPOSALS
A Bidder may withdraw its Proposal only by giving written notice before the Submission
Deadline to the RFP Project Manager. The AESO shall return a Proposal that has been
withdrawn in accordance with this RFP Section 5.2.
5.3
AMENDMENT OF PROPOSALS
Bidders may amend their Proposals after submission but only if the Proposal is amended
and resubmitted before the Submission Deadline in accordance with the following:
5.4
(a)
the Bidder shall withdraw its original Proposal by notifying the RFP
Project Manager in writing; and
(b)
the Bidder shall submit a revised replacement Proposal in accordance
with the RFP Documents and no later than the Submission Deadline.
PROPOSAL IRREVOCABILITY
Subject to the Bidder's right to withdraw before the Submission Deadline, the Bidder's
Proposal shall be irrevocable and shall remain in effect and open for acceptance for the
period of time after the Submission Deadline set out in the RFP Data Sheet (the
"Proposal Validity Period").
5.5
MULTIPLE BIDDER PROPOSALS
A Bidder may submit multiple Proposals either individually or as a participant in a joint
venture.
6.0
PROPOSAL OPENING AND EVALUATION OF PROPOSALS
6.1
OPENING OF PROPOSALS
The AESO shall open the Submission Envelopes containing the Proposals on the first
business day following the Submission Deadline as set out in the Timetable.
6.2
EVALUATION TEAM
The AESO will establish an evaluation team for the purpose of evaluating Proposals (the
"Evaluation Team").
6.3
STEPS IN THE EVALUATION PROCESS
(a)
Step 1 – Compliance of Proposals with the RFP Documents
(i)
30626059.1
In Step 1 of the evaluation process, the Evaluation Team will
open the Submission Envelope and will review the contents of
such envelope to assess whether the Technical Submission
Section, Price Submission Section and Agreement Submission
Section are in compliance with the terms and conditions of the
- 17 -
RFP Documents, including whether all documents to be
submitted in the Technical Submission Section, Price
Submission Section and Agreement Submission Section have
been appropriately submitted.
(ii)
(b)
If, in the sole discretion of the AESO, a Proposal does not
comply with the requirements set out in the RFP Documents, the
AESO shall, without liability, cost or penalty, eliminate the
Proposal and the Proposal shall not be given any further
consideration. For purposes of this RFP, "comply" and
"compliance" mean that the Proposal conforms to the
requirements of the RFP Documents without material deviation
or reservation. A "material deviation or reservation" is one:
(A)
that affects in any substantial way the scope, quality or
supply of the Services under the Agreement arising from
the RFP Process; or
(B)
that results in a material component of a requirement set
out in the RFP Documents not being complied with.
(iii)
The Bidder's submission of a poor quality Proposal shall not be
considered a failure to comply but will affect the assessment of
the Proposal.
(iv)
If, during Step 1 of the evaluation process or at any time during
the RFP Process, the AESO determines that a Proposal is noncompliant pursuant to RFP Section 6.3(a)(ii), the Evaluation
Team or the AESO shall declare the Proposal to be noncompliant and the Proposal shall not be given any further
consideration.
(v)
For the purpose of clarity, each Bidder acknowledges and agrees
that the AESO's evaluation of compliance with the RFP
Documents is not an evaluation of absolute compliance and that
the AESO may waive failures to comply that, in the AESO's sole
discretion, do not constitute a material deviation or reservation in
accordance with RFP Section 6.3(a)(ii).
Step 2 – Review of the Technical Submission Section, Price Submission
Section and Agreement Submission Section
In Step 2 of the evaluation process, the Evaluation Team will review the
Technical Submission Section, Price Submission Section and Agreement
Submission Section of the Proposals having regard to those evaluation
criteria identified in RFP Section 6.3(e).
30626059.1
- 18 -
(c)
(d)
Step 3 – Interviews
(i)
In Step 3 of the evaluation process, the AESO may interview
some, none or all of the Bidders who have submitted a Proposal.
The AESO is not obliged to interview all or any Bidders and
may, in its sole discretion, decline to carry out an interview
process.
(ii)
Interviews of Bidders will be carried out by the Evaluation Team
or a sub-group of the Evaluation Team.
Step 4 – Ranking the Proposals
(i)
(e)
In Step 4 of the evaluation process, the Evaluation Team will
rank only those Proposals that have met all requirements in Steps
1 through 3 of the evaluation process.
Evaluation Criteria
The AESO will evaluate all Proposals on the basis of the following
criteria:
3
(i)
compliance with the requirements and terms of this RFP;
(ii)
compliance with Governing Law, including, without limitation,
Section 23(1) of Transmission Regulation AR 174/2004;
(iii)
the amounts to be paid by the AESO for the procurement of the
Services from the Bidder, including the fixed cost and variable
cost components thereof;
(iv)
the ability of a Proposal to satisfy the transmission must run
requirements set forth in OPP 510;
(v)
the operational characteristics of the Greenfield Facility or
Existing Facility, including the start times, ramp times, number
of cold, warm and hot starts, minimum run times, expected
reliability and availability, size and operating history of such
facility and such other operational characteristics required to be
provided by the Bidder pursuant to this RFP;
(vi)
the effectiveness of the Generating Unit or site for the
Generating Unit for addressing voltage support, where
effectiveness is determined as the ratio of unit output, in
megawatts and megaVArs, to the mitigation effect3;
For example, a Generating Unit located at the worst bus within the Services Area would have an effectiveness of
1.0, and the further the Generating Unit is from the critical bus, the lower the effectiveness factor becomes.
30626059.1
- 19 -
(vii)
whether the AESO has received an adequate number of
Proposals for the provision of the Services at volumes, from
Generating Units and for periods of time which are satisfactory
to the AESO, in its sole discretion;
(viii)
the ability of the Bidder to provide the Services for the
applicable term specified in the RFP Data Sheet and for such
option periods as are specified in the Agreement;
(ix)
the adequacy of the Services proposed to be provided for the
requirements of the System, including any limitations or
restrictions on the ability of the Bidder to provide such Services
in accordance with the Agreement and the Technical
Requirements;
(x)
the disclosure or non-disclosure by a Bidder of any potential or
actual conflicts of interest such Bidder may have as a Service
Provider or Bidder;
(xi)
the comments or lack of comments of a Bidder on the form of
Agreement;
(xii)
the ability of the Bidder to design, construct, operate and
maintain a Greenfield Facility and provide the Services on the
Required Commercial Operation Date;
(xiii)
the ability of the Bidder to operate and maintain an Existing
Facility and provide the Services on the Required Commercial
Operation Date;
(xiv)
the financial standing or resources available to the Bidder,
including satisfactory evidence of the Bidder's financial
capability to finance the capital cost of a Greenfield Facility
(including all costs associated with the acquisition of all land
rights);
(xv)
in respect of a Greenfield Facility, the demonstrated ability of
the Bidder to obtain (i) fuel for, and transportation of such fuel
to, such facility for the applicable term of the Agreement; (ii) a
prime mover and generating equipment, and (iii) land rights
upon which such facility is to be located;
(xvi)
the interview, if any, of the Bidder;
(xvii)
previous experience of the Bidder;
(xviii) location of the Greenfield Facility or Existing Facility; and
(xix)
30626059.1
such other criteria as the AESO in its sole discretion, acting
reasonably, considers appropriate.
- 20 -
7.0
GENERAL EVALUATION AND DISQUALIFICATION PROVISIONS
7.1
AESO DISCRETION IN DETERMINING COMPLIANCE AND RANKING
(1)
7.2
(a)
the membership of the Evaluation Team;
(b)
whether a Proposal is in compliance with the RFP Documents;
(c)
whether a failure to comply constitutes a material deviation or
reservation;
(d)
which and how many (if any) Bidders will be interviewed;
(e)
the relative weighting of the evaluation criteria set out in RFP Section
6.3(e);
(f)
the number of Service Providers selected as a Successful Bidder to
provide the Services;
(g)
the volume and term of the Services and the number and capacity of
Generating Units from which such Services will be provided by a
Service Provider (in each case, having regard to the parameters set forth
in the "Description of Services" portion of the RFP Data Sheet);
(h)
the rankings of the Proposals; and
(i)
whether a Proposal or a Bidder:
(i)
is disqualified; or
(ii)
will cease to be considered in the evaluation process.
DISQUALIFICATION
(1)
30626059.1
The AESO shall determine, in its sole discretion:
The AESO may, in its sole discretion, disqualify a Proposal or cancel its decision
to make an award under this RFP, at any time prior to the execution of the
Agreement by the AESO, if:
(a)
the Proposal is determined to be non-compliant pursuant to RFP
Section 6.3(a);
(b)
the Bidder fails to cooperate in any attempt by the AESO to verify any
information provided by the Bidder in its Proposal;
(c)
the Bidder contravenes RFP Section 3.3;
(d)
the Bidder fails to comply with Governing Law, including, without
limitation, Section 23(1) of Transmission Regulation AR 174/2004;
- 21 -
(2)
(e)
the Proposal contains false or misleading information;
(f)
the Proposal, in the opinion of the AESO, reveals a material conflict of
interest as described in RFP Section 4.3(3);
(g)
the Bidder misrepresents any information provided in its Proposal;
(h)
there is evidence that the Bidder, its employees, agents, consultants or
representatives colluded with one or more other Bidders or any of its or
their respective employees, agents, consultants or representatives in the
preparation or submission of Proposals;
(i)
the AESO determines that finalizing and executing an Agreement with
the Bidder may be burdensome, costly, take an inappropriate length of
time or negotiation or be on terms which are substantially different from
those set out in the form of Agreement attached hereto or otherwise will
not be on terms which are satisfactory to the AESO; or
(j)
the Bidder was convicted of a criminal offence within the three years
immediately prior to the Submission Deadline.
For the purposes of RFP Sections 7.2(1)(i) and (j) the term "Bidder" includes the
Bidder itself and:
(a)
(b)
(c)
30626059.1
if the Bidder is an individual:
(i)
any current employee of the Bidder;
(ii)
any partnership of which the Bidder is or was a partner; and
(iii)
any corporation of which the Bidder is or was a controlling
shareholder;
if the Bidder is a corporation:
(i)
any current director, officer, employee or controlling shareholder
of the Bidder;
(ii)
any partnership of which the Bidder is or was a partner; and
(iii)
any corporation of which the Bidder is or was a controlling
shareholder; and
if the Bidder is a partnership:
(i)
any current member or employee of the Bidder; and
(ii)
any corporation of which the Bidder is or was a controlling
shareholder.
- 22 -
(d)
(3)
8.0
In RFP Section 7.2(2), "current" means as at the Submission Deadline.
In RFP Section 7.2(2), a shareholder of a corporation is a "controlling
shareholder" of such corporation if:
(a)
such shareholder holds, or another person holds for the benefit of such
shareholder, other than by way of security only, voting securities of such
corporation carrying more than 50 percent of the votes for the election of
directors; and
(b)
the votes carried by such securities are sufficient, if exercised, to elect a
majority of the board of directors of such corporation.
SUCCESSFUL BIDDERS
(1)
The AESO shall determine the Successful Bidder or Successful Bidders in
accordance with the ranking of Bidders pursuant to RFP Section 6.3(d).
(2)
Notwithstanding anything else to the contrary in this RFP, if the AESO, in its
sole discretion, is of the opinion:
(a)
that a Bidder has submitted a price that is too low to be sustainable and
to ensure the delivery of the Services in accordance with the draft
Agreement;
(b)
that all or a portion of the Bidders have submitted prices that are not
competitive or that the price submitted by Bidder(s) is the result of an
exertion of market power by one or more Bidders to the detriment of a
competitive procurement process pursuant to this RFP; or
(c)
that a Bidder has submitted an Agreement Submission Section that
indicates (whether or not pursuant to the process set forth in RFP Section
9.0(1)(d)), that the Bidder has not understood the Agreement or that
finalizing and executing an Agreement with the Bidder may be
burdensome, costly, take an inappropriate length of time or negotiation
or be on terms which are substantially different than those set out in the
form of Agreement attached hereto or otherwise will not be on terms
which are satisfactory to the AESO, in its sole discretion;
the AESO may decline to award an Agreement to that Bidder.
9.0
RIGHTS OF THE AESO TO ACCEPT OR REJECT PROPOSALS
(1)
30626059.1
The AESO may, in its sole discretion and at any time during the RFP Process:
(a)
reject any or all of the Proposals;
(b)
accept any Proposal;
(c)
if only one Proposal is received, elect to accept or reject it;
- 23 -
(d)
elect to enter into negotiation with none, some or all of the Bidders in
respect of the Agreement and the comments, concerns or issues (if any)
given thereon with a view to finalizing a form of Agreement with any
such Bidder;
(e)
elect not to proceed with the RFP;
(f)
alter the Timetable, the RFP Process or any other aspect of this RFP; and
(g)
cancel this RFP and subsequently advertise or call for new Proposals for
the subject matter of this RFP.
Without limiting the generality of the foregoing, in submitting a Proposal,
each Bidder acknowledges that: (i) the AESO may elect to exercise its rights
under RFP Section 9.0(1) if the AESO determines, in its sole discretion, that
there was insufficient competition amongst the Bidders to produce an
effective RFP Process; and (ii) the AESO is not necessarily issuing this RFP
to obtain Services at the best possible price, but rather to obtain Services (in
a competitive context) that meets the needs of the System, as determined by
the AESO, in its sole and absolute discretion, and, as such, the AESO may
elect to accept any Proposal which (having regard to all of the evaluation
criteria set forth in RFP Section 6.3(e)) may not have the lowest price.
(2)
Notwithstanding anything else to the contrary in this RFP, the AESO shall reject
any Proposal the compensation for which would be greater than an amount that
would result in the recovery of capital costs, fixed and variable operating and
maintenance costs, including a reasonable rate of return, and verifiable
opportunity costs, having regard to the principles set forth in Transmission
Regulation AR 174/2004.
(3)
If the AESO determines that all or the majority of Proposals submitted are noncompliant, not competitive, not technically adequate or not responsive to the
requirements of the System, the AESO may, in its sole discretion:
(4)
30626059.1
(a)
take any action in accordance with RFP Section 9.0(1); or
(b)
carry out a process whereby all Bidders are directed to correct the
deficiencies in their Proposals for re-submission, without a change in
their Price Submission Sections.
THE AESO SHALL NOT BE LIABLE FOR ANY EXPENSE, COST, LOSS
OR DAMAGE OCCURRED OR SUFFERED BY ANY BIDDER OR
PROSPECTIVE BIDDER, OR ANY PERSON CONNECTED WITH ANY
BIDDER OR PROSPECTIVE BIDDER, AS A RESULT OF ANY ACTION
REFERRED TO IN RFP SECTION 9.0(1), 9.0(2) OR 9.0(3).
- 24 -
10.0
AGREEMENT FINALIZATION AND DEBRIEFING
10.1
AGREEMENT FINALIZATION
(1)
Subject to RFP Sections 8.0(2) and 9.0, the AESO will, no later than the number
of days set out in the RFP Data Sheet after the Submission Deadline (the "Award
Date"), notify the Successful Bidder(s), in writing, that it has been selected as a
Successful Bidder(s).
(2)
At the time the Successful Bidder(s) are notified pursuant to RFP Section
10.1(1):
(a)
if the AESO elected to negotiate and finalize the form of the Agreement
with such Bidder(s) prior to the Award Date pursuant to RFP Section
9.0(1)(d), the AESO will send to the Successful Bidder(s) a copy of the
Agreement (as so finalized by the AESO and the Successful Bidder(s)),
executed by the AESO; or
(b)
if the AESO has not elected to negotiate and finalize the form of the
Agreement with such Bidder(s) prior to the Award Date pursuant to RFP
Section 9.0(1)(d), the Successful Bidder(s) and the AESO shall enter into
discussions to finalize the Agreement; provided, however, that the
Successful Bidder(s) acknowledges that it shall not request or negotiate
any changes, amendments or modifications to the Agreement if the
Agreement Submission Section of such Bidder(s) consisted of the
statement set forth in RFP Section 4.6(1)(a).
(3)
After the selection and notification of the Successful Bidder(s), if any, pursuant
to RFP Section 10.1(2)(b), the AESO may finalize the terms and conditions of
the Agreement with the Successful Bidder(s), and, as part of that process, may, in
its sole discretion, negotiate changes, amendments or modifications to the
Successful Bidders' Proposal or the form of Agreement; provided, however, that
the Successful Bidder(s) acknowledges that it shall not request or negotiate any
such changes if the Agreement Submission Section of such Bidder(s) consisted
of the statement set forth in RFP Section 4.6(1)(a).
(4)
After the selection and notification of the Successful Bidder, if any, pursuant to
RFP Section 10.1(2)(a), the Successful Bidder shall sign the Agreement in the
same form and substance as was finalized and agreed to by the Successful Bidder
and the AESO pursuant to the process in RFP Section 9.0(1)(d).
(5)
The Successful Bidder shall, no later than five business days after receipt of the
Agreement (whether pursuant to RFP Section 10.1(2)(a) or pursuant to the
process set forth in RFP Section 10.1(3)) or such later date as may be specified in
written notice given by the AESO:
(a)
30626059.1
enter into and execute the Agreement; and
- 25 -
(b)
(6)
(7)
submit to the AESO a letter of credit (in an amount sufficient to cover
inter alia liquidated damages which may be incurred) as the Initial
Prudential Security identified in such Agreement.
If a Successful Bidder fails or refuses to enter into and execute the Agreement
and provide the documentation in accordance with RFP Section 10.1(5), the
AESO may, in its sole discretion, take any one or all of the following actions:
(a)
terminate all discussions to enter into the Agreement with that Successful
Bidder and cancel its identification of a Bidder as a Successful Bidder,
whereupon such Bidder acknowledges and agrees that it shall not be
entitled to any costs, expenses or damages of any nature from the AESO
or the AESO Representatives incurred or suffered by such Bidder as a
result of such termination and cancellation;
(b)
select another Bidder to enter into the Agreement;
(c)
take any action in accordance with RFP Section 9.0(1); and
(d)
pursue any other remedy available to the AESO under Governing Law.
The AESO may, in its sole discretion, cancel its decision to enter into an
Agreement with a Successful Bidder if:
(a)
the AESO elects to exercise its discretion pursuant to RFP Section 7.2,
8.0(2), 9.0 or 10.1(6);
(b)
a change in the joint venture arrangements or ownership structure of the
Successful Bidder has occurred which has not been approved by the
AESO in accordance with RFP Section 3.14(2) and (3); or
(c)
any other material change has occurred with respect to the Successful
Bidder's Proposal;
whereupon such Bidder acknowledges and agrees that it shall not be entitled to
any costs, expenses or damages of any nature from the AESO or the AESO
Representatives incurred or suffered by such Bidder or as a result of such
cancellation.
10.2
NOTIFICATION IF NOT SUCCESSFUL
The unsuccessful Bidders shall be notified by the AESO in writing as to their failure in
the RFP Process no later than the number of days set out in the RFP Data Sheet after the
Award Date.
30626059.1
SCHEDULE A
RFP DATA SHEET
RFP SECTION
REFERENCE AND
DESCRIPTION
RFP Section 1.1(1) Description of
Services
ITEM
The AESO is seeking:
(a)
transmission must run ("TMR") services, which involves the operation
of one or more Generating Units within their range of continuous
operating capability for the purposes of maintaining System security,
for an optimal quantity (in megawatts), from the following minimum
number and size (in megawatts) of Generating Units and for the
following minimum periods of time; and/or
(b)
volt-amp reactive ("VAr") services, which involve the operation of one
or more Generating Units to provide reactive power for maintaining
System security, for an optimal quantity (in megaVArs), from the
following minimum number of Generating Units, minimum size of
Generating Units (in megaVArs) and for the following minimum
periods of time:
TMR and VAr Services Parameters
From March 4, 2005
From July 1, 2005 to
From January 1, 2006
to June 30, 2005
December 31, 2005
to June 30, 2006
______________________________________________________________________________
Minimum number
1
1
1
of Generating Units
______________________________________________________________________________
Minimum nameplate
capacity of Generating
5
5
5
Unit (in megawatts)
______________________________________________________________________________
Optimal quantity of
194
194
194
TMR (in megawatts)
______________________________________________________________________________
Optimal quantity of
100
100
100
VAr (in megaVArs)
______________________________________________________________________________
Minimum VAr capacity
of Generating Unit
20
20
20
(in megaVArs)
______________________________________________________________________________
For clarity, although the AESO is optimally seeking 194 megawatts of TMR
Service and 100 megaVArs of VAr Service during the periods specified,
notwithstanding any provision of this RFP to the contrary, the AESO hereby
expressly reserves the unqualified and unfettered right and ability to accept
Proposals which individually or in the aggregate propose to supply quantities of
such TMR Service and/or VAr Service either in excess of or less than such
specified quantities. A Service Provider shall provide the Services (or the
portion for which it is a Successful Bidder) in accordance with the terms of the
Agreement.
30626059.1
-3-
RFP SECTION
REFERENCE AND
DESCRIPTION
RFP Section 1.1(2) –
Disqualified
Generating Units
ITEM
Bidders are not permitted to submit a Proposal in response to this RFP for the
provision of Services from any Generating Unit which:
(a)
as of the Submission Deadline, is contracted to the AESO for (i) the
provision of TMR therefrom, or (ii) the provision of Ancillary Services
therefrom pursuant to a location based credit entitlement agreement
(individually or collectively, an "Existing Contracted GU"); and
(b)
if any such Bidder were a Successful Bidder, the quantity of TMR from
such Existing Contracted GU would at any time as a result of the
provision of Services therefrom exceed 200 megawatts.
For clarity, compensation payable by the AESO to a Successful Bidder for
TMR from any Existing Contracted GU will be governed by:
RFP Section 1.3 –
Services Area
30626059.1
(a)
the existing TMR agreement between the AESO and such person, for
the quantity of TMR contracted therefrom as at the Submission
Deadline; and
(b)
the Agreement, for the provision of Services by a Successful Bidder
pursuant to this RFP.
The Services Area is the area set forth within the following diagram:
-4-
RFP Section 2.3(1) Electronic Distribution
System
RFP Section 3.1 Timetable
30626059.1
The AESO will use an electronic distribution system in this RFP Process.
The electronic distribution system that will, and the method by which it will, be
used is set out below:
(a)
on the date of this RFP, the AESO shall distribute the RFP Documents
by posting same on its web site at www.aeso.ca and by mailing same to
certain (but not all) persons who the AESO believes may have interest
in submitting a Proposal. Thereafter, the AESO will only supplement
the RFP Documents by posting on its web site any Addenda to the RFP
which become available;
(b)
potential Bidders who wish to receive information to be provided by the
AESO pursuant to the RFP Process shall, no later than the Submission
Deadline, contact the RFP Project Manager at the co-ordinates set out in
this RFP Data Sheet and provide the RFP Project Manager with such
potential Bidders' contact information, including a contact name and email address for such potential Bidder;
(c)
all potential Bidders who comply with the procedure specified in
paragraph (b) above shall, subject to paragraph (d) below, thereafter
receive all information to be (or which has already been) distributed by
the AESO pursuant to the RFP Process. All such information will be
provided to such potential Bidders by way of e-mail delivery to the email address provided to the RFP Project Manager pursuant to
paragraph (b) above; and
(d)
only those Bidders that have submitted a Proposal as of the Submission
Deadline shall be entitled to receive any information to be distributed by
the AESO pursuant to the RFP Process from and after the Submission
Deadline. All such information will be provided to such Bidders by
way of e-mail delivery to the e-mail address provided to the RFP
Project Manager pursuant to paragraph (b) above.
Timetable:
(a)
Issuance of RFP Documents
January 20, 2005
(b)
Deadline for Bidders to Submit Requests
for Clarification/Questions
(c)
Issue Response to Questions Document
February 1, 2005
(d)
Last day for issuance of Addenda
(Except Addenda related to Timetable changes)
February 4, 2005
(e)
Deadline for Submission of Proposals
(Submission Deadline)
(f)
Deadline for Award Date
(g)
Deadline for notification to unsuccessful Bidder(s)
January 27, 2005
5:00:00 p.m. local time
February 11, 2005
5:00:00 p.m. local time
February 25, 2005
March 11, 2005
-5-
All times are as according to the clock at the AESO's reception desk.
RFP Section 3.2(1) RFP Project Manager
The RFP Project Manager is Mr. Paul Barry. The co-ordinates of the RFP
Project Manager are:
Independent System Operator, operating as the AESO
2500 Calgary Place
330 - 5th Avenue S.W.
Calgary, AB
T2P 0L4
Attention:
Fax:
E-mail:
Mr. Paul Barry
403.539.2949
paul.barry@aeso.ca
RFP Section 3.2(2) Method of Circulation
of Response to
Questions Document
The Response to Questions Document will be circulated by way of the
electronic distribution system specified, and in the manner provided, above.
RFP Section
4.4(1)(c)(ii) Financial, Legal and
Generating Unit
Information
The Bidder must submit the following financial, legal and Generating Unit
information:
30626059.1
(a)
Ownership of Bidder: Detailed disclosure of direct and indirect
ownership of the Bidder, including any shareholding, joint venture,
partnership and affiliate details of the Bidder.
(b)
Financial Statements: Audited financial statements of: (i) the Bidder
for its 5 previous fiscal years together with interim financial statements
(audited, if available); and (ii) an entity which may be required to
provide financial support (such as a parental guarantee) in respect of
any of the Bidder's obligations under the Agreement.
(c)
Credit Rating: The debt rating of the Bidder (and of any entity which
may be required to provide financial support such as parental guarantee)
as provided by any of the major rating agencies, including identification
of such agencies and the date of such ratings.
(d)
Fuel Delivery: Where the Services are proposed to be provided from a
Greenfield Facility, evidence of how the Bidder intends to secure
transportation of fuel for the Project for the duration of the term of the
Agreement.
(e)
Financial Capability: Where the Services are proposed to be provided
from a Greenfield Facility, evidence of the Bidder's capability to
finance the capital cost of the Project and to otherwise finance the
completion of the Project.
(f)
Generating Equipment: Where the Services are proposed to be
provided from a Greenfield Facility, evidence of ownership, purchase or
lease or a binding letter of intent to purchase or lease a prime mover and
generating equipment.
(g)
Generating Unit: In respect of each Generating Unit from which the
-6-
Services are to be provided, provide the following information and
operational characteristics:
RFP Section 5.1(2) Address of Submission
(i)
name and location of the unit/facility and the substation
connecting same to the System;
(ii)
maximum continuous rating ("MCR") of each unit;
(iii)
unit output (in megawatts) as a function to ambient temperature
changes;
(iv)
a table listing MCR as a function of ambient temperature or,
where necessary, other factors affecting generating capability of
the unit;
(v)
minimum continuous operating output of the unit (in
megawatts);
(vi)
maximum continuous operating capability of the unit (in
megawatts) for an 8 hour period;
(vii)
unit start up time, measured from dispatch time to
synchronization;
(viii)
minimum time from synchronization to full load following a
cold start;
(ix)
normal and emergency ramp rates of the unit; and
(x)
D capacity curves (in megawatts and megaVArs) of such unit.
Bidders shall submit their Proposals to the AESO at the following address:
Independent System Operator, operating as the AESO
2500 Calgary Place
330-5th Avenue S.W.
Calgary, AB
T2P 0L4
Attention:
Mr. Paul Barry
RFP Section 5.4 Proposal Validity
Period
The Bidder's Proposal shall remain in effect and open from and after the
Submission Deadline until the earlier to occur of (a) the AESO electing to not
proceed with this RFP or otherwise cancel this RFP in accordance with the
terms hereof, and (b) the AESO issuing a notice to such Bidder pursuant to RFP
Section 10.2.
RFP Section 10.1(1) –
Award Date
The AESO will notify the Successful Bidder that it has been selected as a
Successful Bidder no later than 14 days following the Submission Deadline.
RFP Section 10.2 –
Notification if Not
Successful
The AESO will notify each unsuccessful Bidder that it has not been selected as
a Successful Bidder no later than 14 days following the Award Date.
30626059.1
SCHEDULE B
PROPOSAL SUBMISSION FORM
TO:
Independent System Operator, operating as AESO
2500, 330 - 5th Avenue S.W.
Calgary, AB T2P 0L4
Attention:
Mr. Paul Barry
RE:
Request for Proposals for transmission must run and volt-amp reactive services in the
Calgary Area, Alberta issued by the Alberta Electric System Operator on January 20, 2005
(the "RFP")
1.
Bidder Information
(a)
Bidder's registered legal business name and any other name under which it carries on
business:
(b)
Bidder's address, telephone and facsimile numbers:
(c)
Name, address, telephone, e-mail and facsimile numbers of the contact person(s) for the
Bidder:
(d)
Name of the person who is primarily responsible for the Proposal:
(e)
Whether the Bidder is an individual, a sole proprietorship, a corporation, a partnership, a
joint venture, an incorporated consortium or a consortium that is a partnership or other
legally recognized entity:
30626059.1
-2-
(f)
Name(s) of the proprietor, where the Bidder is a sole proprietor, each of the directors and
officers where the Bidder is a corporation; each of the partners where the Bidder is a
partnership and applicable combinations of these when the Bidder is a joint venture
whichever applies:
(g)
Joint Venture Information
(See Attachment 1 to this Proposal Submission Form)
2.
Offer
With respect to the above noted RFP, we confirm as follows:
(a)
capitalized terms used in clauses (b) through (h) below shall have the meanings given
thereto in the RFP;
(b)
we have examined the RFP Documents and confirm that we have received all pages of
the RFP Documents;
(c)
we have made any necessary inquiries with respect to Addenda issued by the AESO and
have ensured that we have received and examined all Addenda to the RFP Documents;
(d)
if the Proposal is in respect of the provision of the Services from a Greenfield Facility,
we have visited the site of the Greenfield Facility and are thoroughly conversant with the
existing conditions thereof, as well as all safety, access, surface and subsurface
conditions, soil, business, legal, community, workforce, equipment, material and other
factors and needs that may influence the effective construction of the Greenfield Facility
and performance of the Services in accordance with the terms of the Agreement;
(e)
by the submission of our Proposal we submit a binding offer to provide the Services in
accordance with the terms and conditions of the Agreement; for the compensation set out
in the Price Submission Section of our Proposal and in accordance with the RFP
Documents;
(f)
our Proposal is based on the terms and conditions of the RFP Documents;
(g)
the prices contained in our Price Submission Section are based on the terms and
conditions of the RFP Documents; and
(h)
we agree to hold our Proposal open for acceptance until the expiration of the Proposal
Validity Period set out in the RFP Documents.
We affirm and declare that we have sufficiently informed ourselves in all matters affecting the
cost of the Services, that we have checked our Proposal for errors and omissions and that the
prices stated in this Proposal are each correct and as intended. It is further understood that we,
the Service Provider, will be compensated for Services provided as called for in the Agreement.
30626059.1
-3-
3.
Conflict of Interest and Confidential Information
(a)
We confirm that we do not have any actual or perceived conflict of interest or any other
type of unfair advantage in submitting our Proposal or performing or observing the
contractual obligations set out in the draft Agreement, except to the extent that such
conflict of interest or potential conflict of interest is disclosed in this Proposal
Submission Form.
(b)
We confirm that we have not had access to the AESO confidential information, other
than the RFP Documents themselves, with respect to this RFP Process, except as
disclosed as follows:
(1)
Conflict of Interest
The following are existing or potential conflicts of interest:
1.
2.
3.
[Bidder to add more rows if necessary.]
OR
We confirm that we do not have any existing or potential conflicts of interest.
[Bidder to strike out and initial statements that are NOT APPLICABLE.]
(2)
Confidential Information
In addition to the RFP Documents, we have access to the following confidential
information relating to the RFP Process.
1.
2.
3.
[Bidder to add more rows if necessary.]
OR
We confirm that we do not have access to any confidential information relating
to the RFP Process other than the RFP Documents.
[Bidder to strike out and initial statement that is NOT APPLICABLE.]
30626059.1
-4-
Capitalized terms used, but not defined herein, shall have the meanings ascribed to them in the
RFP.
Dated this _____ day of ____________________, 2005.
Signed by person or persons authorised to
bind the Bidder in accordance with RFP
Section 4.3
Print Name and Title of Person Signing
Signed by person or persons authorised to
bind the Bidder in accordance with RFP
Section 4.3
Print Name and Title of Person Signing
Signed by person or persons authorised to
bind the Bidder in accordance with RFP
Section 4.3
Print Name and Title of Person Signing
Signed by person or persons authorised to
bind the Respondent in accordance with RFP
Section 4.3
Print Name and Title of Person Signing
30626059.1
ATTACHMENT 1 TO SCHEDULE B
JOINT VENTURE INFORMATION
1.
General Information
Name of Person/Firm
(List whether Sole Proprietor,
Partnership or Corporation)
1.
Role in Joint Venture
Representative Signing
Proposal and Position of
Representative
2.
3.
4.
5.
2.
Attach Joint Venture Letter and Power of Attorney pursuant to RFP Section 3.10 for each
joint venture participant.
30626059.1
SCHEDULE C
PRICE FORM
With respect to the provision of TMR and VAr services, the Bidder shall complete one (but not all) of
Parts A, B or C of this Price Form in its entirety. Capitalized terms used in this Schedule but not defined
below or in the RFP, shall have the meanings provided to them in the Agreement.
PART A
1.
Calculation of TMR Purchase Price
During those periods when a generating unit in the Existing Facility or Greenfield Facility (as
applicable) is dispatched to provide the TMR Services, the purchase price for such services (the
"TMR Purchase Price") will be calculated on an hourly basis, and is in units of $/MWh per
hour, and will be the greater of:
(a)
(TMR Price – Pool Price) * Must-run MWh; or
(b)
$0.00
Where:
"TMR Price" is in units of $/MWh and will be calculated using the following formula:
(Heat Rate * Gas Price) + Transmission Tariff + (O&M)
"Heat Rate" is in units of GJ per MWh, and will be calculated using the following formula:
[Note: Bidder to provide details.]
"Must –run MWh" is in units of MWh per hour and is the lesser of:
(a)
the hourly energy output requested by the System Controller from such unit for TMR
Services; or
(b)
the hourly energy output produced by such unit, as measured at the [Note: Bidder to
provide details] substation, during an hour when such unit is requested by the System
Controller for TMR Services.
"Gas Price" is the "Daily Spot Price at AECO C and NIT", excluding weekends, as published in
Canadian Gas Price Reporter, for the applicable day, expressed in units of $/GJ.
"Transmission Tariff" is the actual cost ($/MWh) of charges from Rate Schedule STS of the
AESO's applicable Tariff, including for the applicable loss factor charge or credit.
"O&M" represents the "all in" cost at $[Note: Bidder to provide details] per MWh of providing
incremental output from the unit excluding fuel cost and transmission costs.
"Pool Price" is the hourly pool price ($/MWh) as posted on the AESO's Website.
30626059.1
Notes:
The symbol "*" means multiplied by. For example, Heat Rate* Gas Price means the Heat Rate
multiplied by the Gas Price.
2.
TMR Availability Payment
A TMR Availability Payment of $[Note: Bidder to provide details] for each hour during the
Availability Payment Period that the Facility is Available.
PART B
1.
Calculation of VAr Purchase Price
During those periods when a generating unit in the Existing Facility or Greenfield Facility (as
applicable) is dispatched to provide the VAr services, the purchase price for such services (the
"VAr Purchase Price") will be calculated on an hourly basis in units of $ using the following
formula:
(Pool Price + Transmission Tariff + O&M) * X
Where:
"X" is in units of MWh and equals [Note: Bidder to provide details].
"Transmission Tariff" is the actual cost ($/MWh) of charges from Rate Schedule STS of the
AESO's applicable Tariff, including for the applicable loss factor charge or credit.
"O&M" represents the "all in" cost at $[Note: Bidder to provide details] per MWh of providing
incremental output from the unit excluding fuel cost and transmission costs.
"Pool Price" is the hourly pool price ($/MWh) as posted on the AESO's Website.
2.
VAr Availability Payment
A VAr Availability Payment of $[Note: Bidder to provide details] for each hour during the
Availability Payment Period that the Facility is Available.
PART C
The consideration which the Bidder proposes be paid to it for the provision of the Services is as
follows: [Note: Bidder to provide details].
30626059.1
SCHEDULE D
FORM FOR SUBMISSION OF QUESTIONS - REQUEST FOR PROPOSALS
Name of Bidder:
Address of Bidder:
(including e-mail)
Telephone Number
of Bidder
RFP Document or Agreement
Section Reference
30626059.1
Question
SCHEDULE E
TECHNICAL REQUIREMENTS
Generating Unit Particulars
With respect to each Generating Unit from which the Services are to be provided:



The maximum capacity rating shall be greater than or equal to 5 megawatts;
The Successful Bidder shall provide the AESO and System Controller with real time
visibility of the unit in accordance with OPP 003.1; and
The unit must be operated in automatic voltage regulation (AVR) and voltage regulation
must occur with respect to a set point voltage.
Dispatch Characteristics
With respect to each Generating Unit from which the Services are to be provided:



30626059.1
The unit must meet the requirements set forth in OPP 003.2 and OPP 003.3;
The unit must have an operator in charge available on a 7 day by 24 hour basis; and
The voltage set point change must be implemented within 10 minutes of receiving a
dispatch or directive from the System Controller.
SCHEDULE F
FORM OF EF AGREEMENT
Please see the following 139 pages.
30626059.1
SCHEDULE G
FORM OF GF AGREEMENT
Please see the following 166 pages.
30626059.1
SCHEDULE H
OPP-510
Please see the following 4 pages.
30626059.1