Bid of VEPP Inc. In response to request for proposals for a SPEED Facilitator, under Rule 4.300 Vermont Public Service Board November 2006 A. Transmittal Letter November 22, 2006 Ms. Cynthia Muir, Business Manager Vermont Public Service Board 112 State Street, Drawer 20 Montpelier, VT 05620-2701 Re: Response to RFP for Rule 4.300 SPEED Facilitator Dear Ms. Muir: Please accept this transmittal letter along with the accompanying documents as a bid proposal for the Rule 4.300 SPEED Facilitator by VEPP Inc. VEPP Inc. P.O. Box 1938 Resource Professional Building Rte.11/30 Manchester Ctr., VT 05255 BID Amount: $57,400 and cost reimbursement Consistent with the requirements set forth in the Board’s RFP, VEPP Inc. submits its bid for a term beginning January 1, 2007 and ending on December 31, 2010. VEPP Inc. does wish to candidly note that the proposed term of the contract does not align with that of the Rule 4.100 Purchasing Agent contract, which began on July 1, 2006 and ends on June 30, 2008. The ability of VEPP Inc. to offer the pricing and service terms it has offered in this RFP is dependent on the economies of operation associated with performance of both the Rule 4.100 Purchasing Agent and Rule 4.300 SPEED Facilitator functions. If VEPP Inc. is the successful bidder, it will be necessary to enter into discussions with the Board regarding alignment of the contracts, as is allowed by part F.D. of the RFP. VEPP Inc. understands and accepts the standard State of Vermont contract provisions and terms, conditions and stipulated administrative requirements included in this RFP. Ms. Cynthia Muir, Business Manager Vermont Public Service Board November 20, 2006 Page 2 Also attached is a motion approved by the VEPP Inc. Board of Directors on November 20, 2006 to authorize me, John R. Spencer, P.E., Executive Director of VEPP Inc. to bind the bidder in the proposal offerings. We have enclosed one (1) original, six (6) paper copies, and one electronic copy of this proposal. Should you have any questions, please feel free to contact me. Very truly yours, VEPP Inc. John R. Spencer, P.E. Executive Director Email address: jspencer@veppi.org Telephone 802-362-0748 Fax 802-362-5496 MOTION made at VEPP Inc. Board of Directors Special Meeting on Monday November 20, 2006 The VEPP Inc. Board of Directors hereby authorizes John R. Spencer, P.E., Executive Director to bind VEPP Inc. as bidder of the proposal for Rule 4.300 SPEED Facilitator for the State of Vermont, Public Service Board. Such proposal shall be substantially in the form of that reviewed by the VEPP Inc. Board of Directors on November 20, 2006 Motion made by: Bill Deehan, second by Don Rendall, motion unanimously approved. ____________________________________ Alicia Sharp, Secretary to the Corporation Page 3 B. Project Approach A. Clearinghouse and Information Tasks VEPP Inc. understands that the primary purpose of the SPEED Facilitator is to promote the development of SPEED resources by bringing together SPEED projects and Vermont utilities seeking to purchase power. VEPP Inc. proposes to aggressively and energetically pursue this “communication” task by using its contacts among both developers and utilities to identify and contact potential SPEED projects. Also VEPP Inc. will, on a routine basis, discuss with the Vermont utilities their existing and projected needs for purchased power. As Speed Facilitator VEPP Inc. will promote the opportunities under Rule 4.300 to potential developers and connect them with utilities that need to make SPEED power purchases. To provide structure to this communication, VEPP Inc. proposes to develop and maintain a SPEED website. This website will contain current information on the SPEED Program as defined in Rule 4.300. The website will provide information on the Vermont utilities and their appetite for SPEED power. The website will also provide information on SPEED projects under development including such things as estimated output, anticipated on-line date, etc. Contact information for SPEED developers, Vermont utilities and the SPEED facilitator will be listed. An additional component of the website will be a “mapping” of the progress of the SPEED program against the load growth of the Vermont utilities. Whether or not Vermont adopts a renewable energy Portfolio Standard depends on the effectiveness of the SPEED program to meet new statewide load growth for the test period of January 1, 2005 through January 1, 2013. The website will provide a mapping of these two variables using identified SPEED projects that are expected to come on-line prior to the end of the test period versus both past and projected load growth through the test period. VEPP Inc. recognizes that the success of the SPEED program to meet the goal established by the legislature is dependent both on the amount of SPEED resources than can be brought on-line by January 1, 2013, and the effectiveness of energy efficiency in reducing statewide load growth through the test period. At the present time, VEPP Inc. anticipates that all costs for Clearinghouse and Information Tasks will be allocated to the Vermont Utilities for the first two contract years. Page 4 B. Contract Development and Administration Rule 4.300 outlines a number of possibilities for contracts with SPEED projects. In general the possibilities fall under three categories; 1. A voluntary contract between a utility (or several utilities) and a SPEED Producer. 2. A non-voluntary contract where the output from a SPEED Project is contracted for by the SPEED Facilitator under terms approved by the Public Service Board and allocated (on an approved pro-rata basis) to the Vermont Utilities. 3. A contract where the SPEED Facilitator enters into a contract approved by the Public Service Board and sells the output either to the ISO-NE spot market or to an out-of-state buyer. Relative to the pricing terms of a potential SPEED contract, Rule 4.300 outlines two possibilities: 1. A specified margin below hourly spot market price 2. A discount to the “anticipated” market price over the term of the contract. Rule 4.300 does not define the specifics of these contract options, but stipulates that contracts will be authorized by the Public Service Board. In the case of a voluntary contract between one or more Vermont Utilities and a SPEED project owner, the SPEED Facilitator may have involvement if requested by the parties to the contract. Based on our experience we believe that, in general, project developers and Vermont utilities are able to negotiate contracts between themselves. VEPP Inc. anticipates that as SPEED facilitator it can assist the developers and the utilities when more than one utility is involved, or where some or all of the power is sold out of state. Additionally, VEPP Inc. can provide expert testimony in support of projects and specific contract terms during the 248 approval process. VEPP Inc. proposes the following fee structure for this task: For assistance in developing the contract we propose to charge both the SPEED Producer and the utility (s) on a cost reimbursement basis. For on-going costs associated with administering the contract , whether power is sold to Vermont utilities, or another entity such as an out-ofstate purchaser, VEPPI proposes to charge the SPEED Producer a monthly fixed fee based on a fee schedule which is derived based on a percentage of VEPPI’s annual budget. Page 5 In the case of a non-voluntary contract between a SPEED project owner and the Vermont utilities, For assistance in developing the contract we propose to charge the SPEED Producer on a cost reimbursement basis. For on-going costs associated with administering a contract , VEPPI proposes to charge the SPEED Producer a monthly fixed fee based on a fee schedule which derived based on a percentage of VEPPI’s annual budget. In the case of a contract between the SPEED project owner and the SPEED Facilitator where the power is sold into the Regional Market, VEPP Inc. proposes the following fee structure for this task: For assistance in developing the contract we propose to charge the SPEED Producer on a cost reimbursement basis. For on-going costs associated with administering the contract , VEPPI proposes to charge the SPEED Producer a monthly fixed fee based on a fee schedule which derived based on a percentage of VEPPI’s annual budget. If selected, VEPP Inc. will aggressively pursue the duties of SPEED Facilitator. VEPP Inc. recognizes the potential for serious financial consequences for the Vermont utilities and the Vermont ratepayers if the SPEED program does not achieve the goals established by the Legislature. However, regardless of promotion by the SPEED Facilitator, the success of the SPEED program will be dependent on developers proposing and constructing sufficient amount of SPEED projects. Rule 4.300 authorizes a number of contract options which developers and utilities may find more attractive than a simple specified margin below hourly spot market price. Any utility or developer can propose alternative contract terms 1, however there is a high hurdle for doing so because alternative contract terms require Public Service Board approval which is viewed as uncertain by all project developers and cost prohibitive for all but the largest SPEED project. 1 Alternative Pricing Terms must meet the test of being “less than the anticipated market price, over the term of the proposed purchase.” Page 6 Periodically, the VEPP Inc. Board of Directors will review the above described “mapping” of the progress of the SPEED program. If the VEPP Inc. Board of Directors determines that it is likely that there will be a significant shortfall of SPEED resources to meet the legislative goals, VEPP Inc. as SPEED Facilitator may initiate a Docket before the Public Service Board for approval of a generic contract with alternative pricing terms to be offered to potential SPEED project developers. Alternatively, VEPP Inc. may request Public Service Board approval to determine alternative pricing through auctions or competitive bids. VEPP Inc. expects to discuss any such potential requests and gather input from the Vermont Department of Public Service in advance of any formal filing with the Public Service Board. VEPP Inc. proposes to charge the Vermont Utilities on a cost reimbursement basis for work associated with developing and gaining approval to offer a generic contract with alternative pricing. However, future SPEED projects that avail themselves of the generic contract will be charged on a pro-rata basis for the cost of approval of the generic contract. Such charges will be used to reimburse the utilities for 50 % of the charges for development of the contract. Page 7 C. Related Experience VEPP Inc. is pleased to review its experience relating to the duties of the SPEED Facilitator. VEPP Inc. was formed in 1994 specifically to perform the functions of the Rule 4.100 Purchasing Agent. It took over all duties of Purchasing Agent in August of 1996. Since then VEPP Inc. has performed the duties of Purchasing Agent as its sole activity. On a day-to-day basis VEPP Inc. provides contract administration for 21 renewable energy projects. This contract administration includes periodically over the course of the day downloading generation information, providing forecasts to the utilities of expected next day generation, providing “bid” information into the ISO-NE market related to expected project output, re-declaring project output when there is an unexpected variance from expected output, reporting to ISO-NE on monthly project outages. Additionally, VEPP Inc. performs all monthly billing functions including the aggregation and proration as specified in Rule 4.100 and in the 21 individual project contracts, collects payments from the individual utilities, and in-turn pays the individual project owners. VEPP Inc. also maintains a website which provides updated information on the Purchasing Agent’s transactions. Last year VEPP Inc. handled approximately $52 million in power sales transactions. It is anticipated that this 10 years of experience will be directly applicable to the ongoing administration of future SPEED projects. There have been only a few new renewable energy projects which have come on-line since 1996. However, VEPP Inc. has been involved either directly or in the periphery in the contract formation of most of these projects. Examples are the Factory Falls and Carthusian Foundation hydro projects where VEPP Inc. participated in the contract formation and in the Public Service Board hearings although output from these projects ultimately was sold directly to the interconnecting utility, and the redevelopment of Brockway Mills where VEPP Inc. participated in the hearings before the Public Service Board and now administrates the contract on behalf of one utility. VEPP Inc. was also involved in revisions to existing Rule 4.100 contracts resulting from Docket #6270. In the case of two projects, these revisions include dispatch operations. VEPP Inc. was integral in the formation of the dispatch protocols and provides on-going computation and billing to the utilities relative to the dispatch savings. It should also be mentioned that in 1999 VEPP Inc. opened docket # 6279 before the Public Service Board seeking approval of a short term generic market-priced power purchase contract for small renewable energy projects. Although no decision was ever reached in this docket, the terms proposed for the generic contract at that time are very similar to the market based contract outlined in the SPEED program. Page 8 In describing VEPP Inc.’s related experience, it would be remiss not to ascribe much of VEPP Inc.’s success to the experience of its Board of Directors. There are four utility directors, two representing public power and two from the large investor owned utilities. On the producer side, all directors are either the original developers and owners of their sites or, in the case of the Ryegate and Sheldon Springs, the plant managers. Both the utility Directors and the producer Directors, have long experience in their respective businesses. To balance the interests of the utilities and the producers the VEPP Inc. Board also includes three public directors. Two of the three public directors have been on VEPP Inc.’s Board since its inception. The public directors bring expertise from outside the utility industry. This Board meets at least quarterly and as a part of its normal function provides advice to the VEPP Inc. staff on ongoing initiatives. The VEPP Inc. Board provides deep access to both the potential SPEED developer community and the Vermont utilities. It should also be noted that VEPP Inc. has been involved with the SPEED program since the drafting of the authorizing legislation and was an active participant in the rulemaking process that resulted in Public Service Board Rule 4.300. Page 9 D. REFERENCES Bill Gleason Vermont Marble Company 61 Main Street Proctor, VT 05765 (802) 770-7174 Nanette Stevens, Vice President Trust Company of Vermont 196 Battery St. Burlington, VT 05401 (802) 846-9860 David John Mullett, Attorney 136 Main St., Suite 2 Montpelier, VT 05601-0127 (802) 223-3080 Robert Thompson, CPA Hill & Thompson PO Box 2465 Manchester Ctr., VT 05255 (802) 362-1880 Stephen C Terry 15 Sheldon Lane Middlebury, VT 05753 (802) 388-2642 Page 10 E. Organization and Staff Qualifications History, Organization and Size VEPP Inc. was incorporated on April 1, 1994, to act as Purchasing Agent under Board Rule 4.100 and to perform the various duties and acquire the various things needed for that task. It is a nonprofit corporation under Vermont law, and holds 501c)(3) status. The corporation is in good standing, and is subject to annual audits. VEPP Inc. is guided by an eleven person Board of Directors consisting of four Vermont utility representatives, four producer representatives and three public representatives nominated by the Department of Public Service. The VEPP Inc. Board consists of a Chair, Vice-Chair, Treasurer and Secretary. (List of Directors attached). The Board of Directors holds quarterly meetings, and special meetings as needed and in accordance with its bylaws. VEPP Inc. operates in conformance with Vermont’s open meetings and public records statutes. The structure of VEPP Inc. described above, and the ability to accomplish results through that structure, is readily transferable to performance of the SPEED Facilitator role. As a state nonprofit corporation holding 501(c)(3) status, VEPP Inc. has no profit motive, and this characteristic is important in keeping costs down, given the SPEED goals of obtaining renewable energy projects at prices anticipated to be below market. The technical amendments to the bylaws and articles of association which would be needed to incorporate the SPEED Facilitator role are straightforward, and ratepayers will have the benefit of a structure, honed over more than a decade, which brings together persons knowledgeable in all of the most key facets of the Vermont energy picture. The executive director of VEPP has served in that role for eleven years, and the administrative assistant has held her job for five. This combination of experience and perspective is precisely what is needed to aggressively solicit SPEED projects, to work with all parties in the sometimes challenging tasks of arriving at contractual agreements, and in understanding and respecting the regulatory landscape under which SPEED projects will work in order to come to fruition. Day-to-day operations of VEPP Inc. are carried out by its two employees; the Executive Director, John R. Spencer, P.E. and the Operations Manager/Administrative Assistant, Alicia Sharp. (See next page for resumes). Page 11 VEPP Inc. Board of Directors/Officers September 2006 President: Mathew Rubin, President Winooski Hydroelectric Co. 26 State Street Montpelier, VT 05602 TEL: 802-223-7141 Director: Mark Driscoll SUEZ Energy Generation NA 247 Weesner Dr E Ryegate, VT 05042 TEL: 802-633-3500 V. President: Linda Nelson, Vice President Washington Electric Coop PO Box. 8 E Montpelier, VT 05651 TEL: 802-865-7405 Director: George Moskevitz Sheldon Springs Hydro Electric PO Box 7 Sheldon Springs, VT 05485 TEL: 802-933-2570 Treasurer: Tom Wallin, Treasurer Comtu Falls 199 Howard Hill Rd. Cavendish, VT 05142 TEL: 802-226-7344 Director: Ken Nolan Burlington Electric 585 Pine St Burlington, VT 05401 TEL: 802-933-5245 Secretary: Alicia Sharp, Secretary VEPP Inc. Corp PO Box 1938 Manchester Center, VT 06255 TEL: 802-362-0748 Director: Bill Deehan Central Vermont Public Service Director: Donald J. Rendall, Jr, Green Mountain Power Corp 163 Acorn La. Colchester, VT 05446 TEL: 802-655-8420 Public Director: Kathleen Keenan 8 Thorpe Avenue St. Albans, VT 05478 TEL: 802-524-1037 Public Director: Phillip Paull 3821 Cabot Rd. Cabot, VT 05647 TEL: 802-563-2671 Public Director: Rita Ricketson 323 South Bear Swamp Middlesex, VT 05602 TEL: 802-223-1544 77 Grove Street Rutland, VT 05701 TEL: 802-747-5672 Page 12 JOHN R. SPENCER, P.E. REGISTRATION Professional Engineer - Vermont EDUCATION University of Denver, Denver, Colorado Bachelor of Science, Civil Engineering, 1972 1996-Present Executive Director, VEPP Inc., Manchester, Vermont. VEPP Inc. is the Purchasing Agent under Vt. Public Service Board, Rule 4.100. Responsibilities include accounting and fiduciary duties relating to wholesale power purchase transactions between small power production facilities and the state’s utilities. Additional duties include monitoring of power purchase contract compliance and seeking contract modifications in order to maintain and enhance the interests of the Vermont ratepayer. 1989-1996 President, Resource Engineering Group, Inc. (REG), Manchester, Vermont. REG is a consulting engineering firm providing engineering services in the fields of civil, structural, and environmental engineering. Specific areas of the firm's expertise include small power production facilities, construction management, computer modeling, water and wastewater facilities, dams, hydraulic analysis, and commercial and residential buildings. 1984-1989 Technical Vice President, Environmental Power Corporation, Manchester, Vermont. Feasibility and financial analysis, engineering and construction management for developer of alternative energy properties. Responsible for technical due diligence for industrial/commercial properties purchased or sold. Page 13 JOHN R. SPENCER 1982-1984 Project Manager, Dufresne-Henry, Inc., Springfield, Vermont. In charge of all aspects of hydroelectric development for the firm including feasibility analysis, energy estimates, licensing, design and administration of construction. 1979-1982 Principal-in-charge for the consulting engineering firm of Donnelly, Conklin, Phipps & Buzzell, Inc., Springfield, Vermont. Technically responsible and financially accountable for a diverse variety of civil and environmental projects, including municipal waterworks, dam reconstruction, building projects, hydroelectric feasibility studies, computer modeling, structural consulting, permit work and expert witness testimony. Business responsibilities included business development, client liaison, proposal preparation and served as secretary/treasurer for the corporation. 1972-1977 Various civil engineering positions. Dufresne-Henry,Inc. and Kennel-DelaneyAssoc. Page 14 ALICIA L SHARP EDUCATION Jones College, Jacksonville, Florida Bachelor of Science, Accounting, 1976 Bachelor of Science, Computer Science, 1979 2002-Present Administrative Assistant, VEPP Inc., Manchester, Vermont. Responsibilities include all areas of accounting, (receivables, payables, payroll, budgets, taxes), monitoring of power purchase contract compliance and administrative duties relating to wholesale power purchase transactions between small power production facilities and the state’s utilities, as an officer of the corporation (secretary) duties also include Board of Director liaison/ communications work. 1998-2002 Manager, Accounting Crowley Maritime Corp, Jacksonville, Fl. Responsible for overseeing Connecting Carrier Activities, payments and collections. Ship & Vessels leasing payments and owner expenses billing and collections. Ad Hoc reporting using QMF, PeopleSoft Query, Crystal, and Lawson General Ledger Reporting. Reconcile and monitor liabilities accounts for all administrative employees’ benefits. Coordination of special projects and new computer systems implementations. 1993-1998 Controller Crowley American Transport, Inc., San Juan, Puerto Rico Responsible for all accounting activities including Credit & Collections and Agency Accounting. Oversee budget preparations and compliance Visited customers to resolved issues with the Common Carrier Billing Dept as it related to Credit & Collections Coordinated external and internal audits. 1986-1993 Payroll Manager Crowley Maritime Corp, Jacksonville, FL Responsible for Administrative and Union payrolls for several Crowley companies with over 5000 employees, including all taxes compliances, workers comp reporting coordination, including Puerto Rico. Coordinated, assisted, and monitored all audits related to payroll processing, union, states, workers comp and federal audits. Page 15 ALICIA L SHARP 1976-1986 Analyzed resulting in increased Accounting Supervisor Supervised general accounting, accounts receivables and accounts payables for several Crowley companies. and improved department operations productivity Civic Organizations/Affiliations UD23 School Treasurer, Danby, Vermont PTO Secretary, Currier Memorial, Danby, Vermont Danby-Mt Tabor Seniors group, Danby, Vermont Treasurer, UU Church of Jacksonville, Fl Page 16 G. Cost Proposal VEPP Inc. proposes a two year budget of $57,400 for performing the Clearinghouse and Information Tasks services of SPEED Facilitator. It is anticipated that for the first two years of the Contract these costs will be borne on a pro-rata basis by the utilities. This price is broken down as follows: Initial one-time charge The cost proposed for the one-time charge is $5,000. This amount is budgeted for design and implementation of the SPEED website. The one-time charge will be billed in the first contract month. Calendar Year 2007 - 2008 First year operational costs are proposed to be $25,700 2 to be billed to the utilities monthly at the rate of about $2,142 per month. Calendar Year 2008 - 2009 Second year operational costs are proposed to be $26,700 to be billed to the utilities monthly at the rate of about $2,225 per month. VEPP Inc. proposes to charge on a cost reimbursement basis for work as SPEED Facilitator associated with Contract Development and Administration. Generally, charges associated with Contract Development and Administration are on an “asrequested” basis and will be billed to either the SPEED developer or the SPEED Developer and one or more Vermont utilities. Until the SPEED Program becomes active it is not possible to estimate the amount of services requested. However the following hourly costs are proposed: Speed Facilitator (VEPP Inc. Executive Director)………………… $90/hr. Administrative Assistance……………………………………….….$40/hr. Legal Assistance3 (in support of SPEED Facilitator)……………..$150/hr. Misc. Expenses………………………………………….…………...at cost VEPP Inc. proposes a 4% increase in these hourly rates for the second contract year. 2 This cost is largely the cost of an additional day/week of time by the Executive Director 3 Provided by VEPP Inc.’s Corporate Counsel, David Mullett, Esq. Page 17 Fee for On-going Administration of Projects Presently VEPP Inc. provides on-going administration for 21 renewable energy projects. There is available capacity to add SPEED projects without increasing VEPP Inc.’s administrative budget. Based on the approved 2006/2007 VEPP Inc. budget, we would propose to provide contract administration of new SPEED projects based on the following fee schedule: Annual Output Monthly Fee <1000 MWH/yr $210 <5000 MWH/yr $420 <10,000 MWH/yr $1,000 <30,000 MWH/yr $1,500 <100,000 MWH/yr $3,000 <200,000 MWH/yr $6,250 It should be noted that in the case of new SPEED projects these fees are to be paid for by the SPEED project only. The VEPP Inc.’s budget is reviewed and adjusted annually by the VEPP Inc. Board. Since VEPP Inc. is a not-for-profit entity, any net revenue at the end of the year is used to offset expenses the following year, or it is returned to the VEPP Inc. participants. Additionally, the VEPP Inc. budget has been approved through June of 2008 by the Public Service Board. Page 18