REQUEST FOR PROPOSALS Associated Electric Cooperative, Inc. 2016 Renewables RFP April 29, 2016 associated electric cooperative, inc 2814 S. Golden, P.O. Box 754 Springfield, Missouri 65801-0754 417-885-9381 FAX 417-885-9374 1 Notice of Disclaimer The information contained in this Request for Proposals (RFP) has been prepared solely to assist prospective Respondents in making the decision of whether or not to submit a Proposal. This RFP is being issued by Associated Electric Cooperative, Inc. (AECI). AECI does not purport this information to be all-inclusive or to contain all of the information that a prospective Respondent may need to consider in order to submit a Proposal. AECI reserves the right to modify or supplement this RFP. No part of this RFP and no part of any subsequent correspondence by AECI, its employees, officers, or its consultants shall be taken as providing legal, financial, or other advice, nor as establishing a contract or contractual obligation. Contractual obligations would arise only if and when definitive agreements have been approved and executed by the appropriate parties having the authority to approve and enter into such agreements. All recipients of this RFP are responsible for all costs incurred by them when evaluating and responding to this document, and for any negotiation costs incurred by the recipient thereafter. AECI may, in its sole discretion and without limitation, refuse to accept any and all Proposals and to evaluate Proposals and to proceed in the manner it deems appropriate, which may include deviation from its expected evaluation process, the waiver of any requirements, and the request for additional information. Rejected Respondents will have no claim whatsoever against AECI, or AECI’s legal counsel, or against employees, or officers of those entities. 2 Overview The RFP is being issued to selected and interested companies to solicit sales offers for renewable energy from wind. To receive final selection and a Purchase Power Agreement, it will be necessary to have transmission approvals in place to deliver power to AECI, or for substantial analysis to show that such transmission approval is achievable. AECI is seeking offers for renewable energy preferably delivered to AECI for a minimum term of 20 years. Nameplate capacity amounts may vary from 50 to 300 MW. Proposals received through this RFP will be evaluated based on cost and non-cost factors, and will be assessed to determine consistency with AECI’s overall renewable energy needs and fit with its overall supply portfolio. AECI could choose to enter into subsequent discussions should one or more Proposals appear consistent with AECI’s power supply needs. This RFP is structured to provide prospective Respondents with sufficient information on which to prepare a Proposal and is organized in the following manner: Section 3.0 provides general RFP information to potential Respondents. Section 4.0 presents a brief description of the AECI electric system. Section 5.0 describes the need for renewable energy behind this RFP. Section 6.0 provides a summary of Proposal requirements and options. Section 7.0 provides Proposal preparation instructions. Section 8.0 discusses the evaluation criteria to be applied to Proposals Section 9.0 includes the RFP Registration Form AECI | Submittal Preparation and Instructions 10 3 General Information This section contains general information related to the RFP schedule, the preparation and submittal of Proposals, instructions about communications and other relevant issues. 3.1 RFP ADMINISTRATION This RFP and resulting bid evaluation will be administered by AECI. AECI considers this RFP to be confidential, and all communications during the bid evaluation period shall be coordinated through AECI. Contact information for AECI is listed below: Associated Electric Cooperative, Inc. Attn: John P Mayer 2814 S. Golden Ave, PO Box 754 Springfield, Missouri 65801-0754 Email: RFPrespondTo@AECI.org Phone: 417-885-9381 If one or more offers are selected through the evaluation process, AECI’s renewable energy team will become engaged to negotiate a final Purchased Power Agreement, arrangement of transmission service and additional necessary steps. 3.2 RFP SCHEDULE AECI has established the target schedule for the RFP as shown in Table 3-1. AECI reserves the right to amend the proposed schedule. Table 3-1 Target RFP Schedule AECI | Submittal Preparation and Instructions 10 3.3 PREPARATION AND SUBMISSION OF PROPOSALS Respondents should note the following: There will be no Pre-Bid Meeting. More than one Proposal may be submitted. There is no bid fee. Submitted Proposals must be signed by a representative of the Respondent who is duly authorized to bind the Respondent to a contract. Proposals must remain valid for 120 calendar days. To be accepted, an electronic version of the Proposal must be sent to the RFP E-mail address listed below no later than the close of business, June 10, 2016. AECI Representative Associated Electric Cooperative, Inc. Attn: John Mayer 2814 S. Golden Ave, PO Box 754 Springfield, MO 65801-0754 RFP E-mail Address: RFPrespondTo@AECI.org 3.4 OPENING OF PROPOSALS Bid opening will not be a public process. Proposals will be screened for responsiveness on an economic basis; those that do not meet the content requirements specified in Section 7 of this RFP document may be eliminated from consideration. Subsequent evaluation of bids will follow the process discussed in Section 8. 3.5 QUESTIONS AND ANSWERS AECI has set up an E-mail box to allow uniform communication to all participants in this bidding process. The E-mail box is RFPrespondTo@AECI.org and will be used to submit questions during the bid period. All information provided by AECI through the question and answer process is to be considered confidential and is not to be further distributed or used for purposes other than for preparing a Proposal. AECI requires that all questions concerning this RFP be submitted to the RFP E-mail address listed above no later than May 27, 2016. AECI will endeavor to answer all questions within approximately four business days of their submittal. No questions will be responded to other than through the Email process and all questions must be submitted through this process. Unless otherwise decided by AECI, all registered participants will receive answers to all questions submitted by all potential Respondents. 3.6 CONFIDENTIALITY All Proposals shall become the exclusive property of AECI. AECI shall only consider as confidential, those portions of the Respondent’s Proposal clearly marked “Confidential”. AECI | Submittal Preparation and Instructions 10 3.7 PERFORMANCE SECURITY AECI may require the successful bidders to establish a Performance Security to minimize AECI’s exposure to direct and consequential damages due to failure of the bidders to fulfill the terms and conditions of any contract(s) awarded. If requested, the Performance Security shall be held or backed by a financial institution(s) acceptable to AECI and shall be in the form of a letter of credit acceptable to AECI that provides a comparable level of protection to AECI in event of default or failure to perform. This Performance Security must be directly accessible to AECI at all times and must be irrevocable and unassignable by the bidders and/or the financial institution(s) without prior consent of AECI. AECI will consider performance security alternatives proposed by bidders as part of contract negotiations. 3.8 COLLUSION By submitting a proposal to AECI in response to this RFP, the Respondent certifies that the Respondent has not divulged, discussed, or compared his proposal with other Respondents and has not colluded with any other Responder or parties to other proposals whatsoever. 3.9 COMPLIANCE WITH REGULATIONS It shall be the responsibility of each Respondent to ensure that their proposal is in full compliance with all OSHA, EPA, federal and state regulations or other requirements as applicable. 4 The AECI Electric System For more than 50 years, Associated Electric Cooperative has provided reliable, wholesale power generation and high-voltage transmission to its six transmission co-op member-owners. They supply 51 local electric cooperatives in Missouri, Iowa and Oklahoma serving about 875,000 member homes, farms and businesses. Further information about AECI including structure and governance, management, service area, financial considerations and facilities can be on found on the corporate website at www.aeci.org. AECI | Submittal Preparation and Instructions 10 5 Basis for the AECI RFP AECI conducts on-going expansion planning studies to determine how to best meet its projected power obligations. Obligations include having sufficient capacity and reserves to meet its projected system peak plus reserve requirements, maintaining a competitive wholesale and retail rate structure, and operating its system in a safe and reliable manner. AECI also completes ongoing economic evaluations of its existing generating resources, particularly in light of EPA regulatory requirements and emissions restrictions. 6 Submittal Options and Requirements This AECI renewable energy solicitation is considered to be an open RFP, except that non-firm energy delivery will not be considered. Bid requirements allowed by AECI are discussed below. 7 Term: 20 year minimum with commercial operation starting in the 2017 to 2019 time frame. Nameplate Capacity: 50 to 300 MW. Multiple offers are allowed. The Proposal is to be for renewable wind energy delivered on a firm basis to the AECI transmission system. As part of the evaluation process, AECI will assess the deliverability of renewable energy from resources backing the offers, and/or delivery points specified in the bid, to the AECI’s system. The evaluation will assess the likelihood of available firm point-to-point transmission service, and/or deliverability of renewable energy to AECI. Offers should describe Bidder’s anticipated transmission arrangements. If a bid is backed by projects located outside of AECI’s transmission system, Respondent should describe its arrangements and plan for delivering firm energy to a delivery point on the AECI transmission system. AECI is not considering proposals from renewable energy sources other than wind. Respondents should define the beneficiary of any tax credits related to a project used to generate renewable energy. As described further in Section 7, offers must include the basic terms and conditions of the commercial arrangement envisioned. Submittal Preparation Instructions A separate proposal package should be prepared for each offer and include the following content. Project Description Name plate capacity Location Turbine manufacturer and type Expected in service date If the Proposal is based on an existing project, historical operating data for the past five years (or its operating life if less than five years) must be provided with the proposal. Type of Sale The preferred Proposal structure is for a traditional renewable power purchase agreement. The Proposal must indicate whether the offer involves a project contingent sale to AECI, or an offer for AECI ownership in a new or existing project AECI | Submittal Preparation and Instructions 10 Technical Information The proposal should include a typical hourly generation profile (8760) as an excel or csv file Expected monthly and annual capacity factor at the interconnection point. Delivery of Power The respondent is to provide evidence or technical basis to show that Respondent can deliver the renewable energy from the project on a firm basis to the AECI transmission system. This evidence may include: 1. An approved Interconnection Agreement for the project. 2. Sufficient evidence to demonstrate how the Respondent intends to deliver renewable energy or its proposed method to make-whole AECI for RTO market charges related to the delivery of renewable energy from a project within an RTO. Qualifications and Experience The respondent is to provide a company profile, agency ratings, the company’s (and parent company’s) annual report for the last two years, a description of the number of megawatts currently in service and owned by the company, the number of megawatts of the same technology proposed currently in service and owned by the company, pertinent experience in the Regional Transmission Organizations and in other states. Please also discuss any current litigation the company and any of its subsidiaries or off-balance sheet companies in which it has an interest is involved with regarding a contracted power supply matter. Pricing The respondent is to provide the energy rate inclusive of delivery to the AECI system, O&M, transmission cost, and all other costs associated with the generation and delivery of the renewable wind energy to the AECI interconnection point. AECI will not accept pricing terms contingent upon PTC qualification or accept risk of meeting PTC timelines. A flat (nonescalating) PPA price for the term is preferred however AECI will consider alternative pricing arrangements. This section should also include the applicable term and confirmation that that the PPA price is inclusive of all renewable energy credits. Conceptual Contractual Approach The respondent is to provide a draft power purchase agreement or a summary of the major terms and conditions that it proposes to include in a power purchase agreement with AECI, if applicable. The specific topical areas covered should include pricing formulas, delivery point and scheduling, commercial operation dates and conditions precedents, term and any applicable renewal options, and other areas considered to be material on the part of the Respondent. Performance Guarantees The respondent shall submit contractual mechanisms to compensate AECI in the event of low annual energy output or turbine availability. AECI | Submittal Preparation and Instructions 10 8 Evaluation Procedures and Criteria All Proposals will be evaluated to ensure that the submittal includes the required contents as described in Section 7. Submittals deemed to be responsive will be carried forward to a technical, economic, and commercial evaluation. From a technical perspective, Proposals will be reviewed to confirm: (i) that the proposed generation technology is proven, provides firm power, and that the project has achieved or can achieve a level of reliability and production consistent with that reflected in the Proposal; and (ii) to assess the level of project development and associated risks. The commercial evaluation of Proposals will ensure that (i) the Respondent has adequate and pertinent experience, resources, and qualifications to operate the proposed project(s), and (ii) that the proposed terms and condition of the sale are reasonable and consistent with AECI’s view of risk allocation. Proposals considered feasible from a technical and commercial viewpoint will be carried forward to the economic evaluation, which may utilize bus-bar screening curves, with selected options evaluated in a production costing model that depicts AECI system or regional dispatch on an hourly basis. The Bid Forms are structured to provide the inputs required for the economic modeling and must therefore be completed according to the instructions. Proposals will also be evaluated by AECI to assess transmission availability to transfer energy from the specified delivery point, to the AECI’s system. The intention of AECI is to make the evaluations and subsequent rankings fair and objective, and to give an appropriate balance between economic, technical, and commercial features. When all Proposals have been evaluated, an RFP short-list may be identified and AECI may, at its sole discretion, enter into discussions or negotiations with one or more Respondents to determine whether the Proposal fits into AECI’s power supply procurement plan. Unsuccessful Respondents will be notified in writing through the RFP E-mail process. AECI reserves the right, in its sole discretion, to reject any and all proposals submitted in response to this RFP, for any reason(s) whatsoever. In addition, AECI also reserves the right to accept other than the lowest-cost proposal, to select a combination of proposals, to waive any technical non-compliance in any proposal, and to conduct further negotiations with any bidder. The provisions of this RFP do not create any legally binding obligation on the part of AECI, or of AECI. AECI does not intend to be bound by the terms of this RFP, and associated documents, unless and until AECI and a bidder(s) negotiate, agree to and sign a definitive written agreement, with appropriate credit assurances and other terms and conditions, material and otherwise, which terms and conditions may vary from the information contained in this document. AECI | Submittal Preparation and Instructions 10 16 9 2017 2018 Notice of Intent to Bid Form (To be submitted by all potential Respondents who would like to be put on the RFP mailing list and be provided with responses to all questions and any addenda issued during the bid period. A signed and scanned copy of this should be submitted to the RFP E-mail address: RFPrespondTo@AECI.org) Company Name Company Address City State Zip Registered Representative Telephone Fax E-mail Address By submitting this RFP Notice of Intent to Bid Form, the Registered Representative and the potential Respondent agree to treat all information provided during the Bid Period by AECI in response to all questions as confidential and agree not to release such information, and to use it only for the purposes of considering or preparing a Proposal in response to this RFP. Signed: Title: Date: AECI | Form 5. Notice of Intent to Bid Form 16