Contingent-Need
Request for Proposals
Proposals in response to this RFP will be considered assuming: (1) the
Vermont Yankee Nuclear Power Station (“VY”) is not relicensed, and/or (2)
negotiations with VY’s owner do not produce an acceptable power contract
150 MW
Energy, Capacity or Both
Years Starting 2012
Issue Date
November 14, 2008
Pre-Bid Conference Call
November 21, 2008 1:30
(888) 810-9643 / CVPS
Proposals Due
January 26, 2009
RFP Materials
http://www.cvps.com/ProgramsServices/contingentrfp.shtml
All times, milestones and deadlines specified in this RFP are expressed in Eastern Prevailing Time (“EPT”)
Table of Contents
1. OVERVIEW ............................................................................................................................................................................... 3
1.1 INTRODUCTION ...................................................................................................................................................3
1.2 SCHEDULE OF MILESTONES* ..............................................................................................................................3
1.3 CONTACT PERSON .............................................................................................................................................4
1.4 VT UTILITY SUMMARIES .....................................................................................................................................4
1.5 CVPS/GMP/VEC PARALLEL RFP ...................................................................................................................5
2. PURPOSE AND SCOPE ....................................................................................................................................................... 5
2.1 OBJECTIVE ........................................................................................................................................................5
2.2 PRODUCT DESCRIPTION .....................................................................................................................................5
3. PROPOSAL SUBMISSION ................................................................................................................................................... 7
3.1 CONFLICT OF INTEREST DISCLOSURE .................................................................................................................7
3.2 SUBMISSION REQUIREMENTS .............................................................................................................................7
3.3 ADDITIONAL PROPOSALS AND INFORMATION ......................................................................................................8
3.4 CONFIDENTIALITY...............................................................................................................................................8
4. EVALUATION AND SELECTION ........................................................................................................................................ 9
4.1 MISSING INFORMATION .......................................................................................................................................9
4.2 EVALUATION PRINCIPLES ...................................................................................................................................9
4.3 BEST AND FINAL OFFERS .................................................................................................................................12
5. FINAL NEGOTIATIONS AND CONTRACT AWARDS ................................................................................................. 12
6. REGULATORY APPROVALS............................................................................................................................................ 12
APPENDIX A .................................................................................................................................................................................... 13
EXPRESSION OF INTEREST ..............................................................................................................................13
APPENDIX B ............................................................................................................... ERROR! BOOKMARK NOT DEFINED.15
CONFIDENTIALITY AGREEMENT ................................................................ ERROR! BOOKMARK NOT DEFINED.15
APPENDIX C .................................................................................................................................................................................... 19
BIDDER QUALIFICATION CRITERIA ............................................................................................................................ 19
Issued November 14, 2008 Page 2 of 20 Contingent-Need RFP Revision 1
1. Overview
1.1 Introduction
Central Vermont Public Service (“CVPS”) and Green Mountain Power
(“GMP”) (each a “VT Utility”, and together the “VT Utilities”) are soliciting
proposals from Bidders to pursue long-term planning options with the VT Utilities
and to identify and initiate discussions with potential long-term suppliers having the
capability of supplying up to 150 MW of base load power beginning in March, 2012
or later (“Procurement Period”). The supply need described in this “Contingent-
Need RFP” is entirely contingent on CVPS’s and GMP’s determination that VY
will not exist in their supply portfolios beyond March 21, 2012.
Currently, CVPS and GMP together purchase just under 300 MW of capacity and
associated energy from Vermont Yankee. The uncertainty around VY’s status and
its position in our portfolios may be largely resolved as early as May, 2009 by
which time the Vermont Legislature's 2009 Session is expected to have ended.
However, resolution could possibly be as late as May, 2010 after the expected end
of the 2010 Session. New purchases from VY may be possible if the plant is
relicensed.
The VT Utilities strongly desire to begin discussions in earnest with developers and
suppliers about the potential for additional long-term base load supply and take
those steps that are reasonable to advance the preparation of such resources prior
to knowing the regulatory and operational outcome with respect to VY.
Please note: We understand and appreciate that there is a high degree of
uncertainty in this approach, both for the VT Utilities and for Bidders. For those
Bidders who are willing and able to accept and manage this uncertainty, we hope
this solicitation process and the outcomes can be mutually beneficial.
1.2 Schedule of Milestones*
Event Date Comments
Issue RFP 11/14/08
Pre-Bid Conference Call 11/21/08 1:30 (888) 810-9643 / CVPS
Expression of Interest Due 12/1/08 See Appendix A
Confidentiality Forms Due 12/1/08 See Appendix B
Proposals Due No Later Than 1/26/09
Short-List Notification 2/23/09
Refined Second-Stage Proposals
Due No Later Than 5/1/09
Contingent Awards Made 6/15/09
Proceed Based on Resolution
of Contingency June, 2009 – June, 2010
* The VT Utilities reserve the right to revise this schedule of milestones as necessary. Depending
on the number and types of proposals received, the schedule may be shortened or extended.
Updated information will be posted on the RFP website as available.
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1.3 Contact Person
All inquiries about this RFP, questions and clarifications, requests for additional
information and submission of proposals should be submitted in writing and
directed to the contact person listed below:
Kirk Shields, Manager, Power Supply
Central Vermont Public Service Corporation
77 Grove Street
Rutland, VT 05759
Attn: Contingent-Need RFP
contingentrfp@cvps.com
(802) 747-5343
1.4 VT Utility Summaries
CVPS
Vermont’s largest electric company was organized on Aug. 20, 1929 by the
consolidation of eight electric companies including those serving Bradford,
Claremont (NH), Middlebury, Rutland and Windsor. Today, CVPS can trace its
roots to more than 100 companies, one dating back to 1858.
Today, CVPS serves over 158,000 customers in 152 communities. The majority of
CVPS’s current power supply is sourced through long-term contracts from VY and
with Hydro-Québec.
CVPS also generates about 6.5% of its supply from 20 company-owned small
hydro stations, joint-ownership in the McNeil wood chip plant, joint-ownership in
the Millstone Point #3 nuclear generating station and other purchases from
independent power producers.
Our commitment to renewable energy in the state is further reinforced by our
CVPS Cow Power™ program, the nation's first manure-to-consumer energy
program. CVPS is a member of the Chicago Climate Exchange achieving
voluntary carbon emission reductions between 2003 through 2006 and is
committed to further reducing its carbon emissions through 2010.
CVPS has a corporate credit rating of BB+ from S&P.
www.cvps.com
GMP
Vermont’s second largest electric company, GMP is an electric utility owned by
Northern New England Energy Corporation, a wholly-owned subsidiary of Gaz
Métro, a leading Québec energy company with a long history of investment in
Vermont. GMP transmits, distributes and sells electricity and utility construction
services in the State of Vermont in a service territory with approximately one
quarter of Vermont’s population. It serves approximately 90,000 customers.
During its 100-year-plus history, GMP has gone through numerous changes. But
what hasn't changed is our commitment to meet the challenges of the times with
innovation and foresight. Our increased focus on renewables points to an even
Issued November 14, 2008 Page 4 of 20 Contingent-Need RFP Revision 1
brighter and cleaner future. Our 4,723 miles of wire deliver electricity with near-
perfect regularity. Through a state-of-the-art global positioning system, we can
pinpoint problems with stunning accuracy, particularly in rural areas. Last year, we
averaged less than one outage per customer.
GMP has a corporate credit rating of BBB from S&P.
www.greenmountainpower.com
1.5 CVPS/GMP/VEC Parallel RFP
Also note that on November 14, 2008 CVPS, GMP and Vermont Electric Coop
(VEC) issued a separate and distinct RFP to purchase up to 100 MW beginning in
March, 2012 or later. The supply need in that RFP is in addition to that which is
described in this Contingent-Need RFP
CVPS & GMP intend to clearly delineate between the product proposals requested
in these two RFPs.
2. Purpose and Scope
2.1 Objective
2.1.1 The VT Utilities desire to initiate discussions in earnest with developers and
other supply partners identified and selected as a result of this Contingent-
Need RFP.
2.1.2 The VT Utilities also intend to execute individual purchase contracts with
Bidders who are willing to do so entirely on a Contingent-Need basis as
described in Section 1.1.
2.1.3 Our goals may be accomplished through unit-ownership, cost-of-service
contracts, system purchases, unit-contingent entitlement purchases or such
combination of resources that are capable of meeting the requirements of
this RFP.
2.2 Product Description
The VT Utilities seek to acquire a maximum of 150 MW of energy, with or without
capacity, from new generation, existing generation, system resources, imports
from outside Control Areas or any combination thereof. Resource diversity is more
desirable for non-system supply to limit the impacts of any single resource outage
or service interruption.
2.2.1 Product Specifications
More specifically, this product may be any combination of:
Energy; Firm system or Unit-Contingent; Life-of-Unit; Full or Partial
Unit Ownership; Unit Cost-of-Service; Dispatchable or Non-
Dispatchable; with or without Capacity; with or without Renewable
Energy Certificates (“RECs”); with or without Ancillary services.
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2.2.2 Pricing
Specify monthly energy prices or the detailed energy pricing formula.
Bidders may price the following Time of Day periods, combine them and/or
define new periods.
Peak: Hours Ending (“HE”) 0800-2300 Monday-Friday, excluding
North American Electric Reliability Council (“NERC”) holidays
Off-Peak: HE 0100-0700 and HE 2300-2400 Monday-Friday and HE
0100-2400 Saturdays, Sundays and NERC holidays
ATC: Around the clock, including weekends and NERC holidays
7x16: HE 0800-2300 Sunday through Saturday, including NERC
holidays
Bidders may propose any combination of Time of Day Periods or define
other pricing options.
Capacity prices must be priced separately in $/MW-month, if applicable
RECs must be priced separately in $/MWh, if applicable
Ancillary services or products must be priced separately, if applicable
Bidders may additionally propose an “all-in” price in which all products are
included if there are economies associated with that type of structure.
2.2.3 Scheduling and Delivery
Except for Behind-the-Meter generation, physical energy will be
delivered through the New England Independent System Operator
(“ISO-NE”) market settlement system. Scheduling and delivery timelines
shall be consistent with ISO-NE market rules, tariffs, protocols, operating
procedures, and scheduling practices.
System Energy:
Physical energy will be delivered in the ISO-NE Day-Ahead
market (“DA”). The preferred delivery point for all proposals is
the Vermont Load Zone or secondarily, the NEPOOL MA Hub,
both as defined by ISO-NE, though other delivery points will be
considered.
Energy from Dispatchable Generators:
Physical energy dispatched by ISO-NE will be delivered hourly in
the DA market at the settlement node assigned to the generator
by ISO-NE.
Energy from Settlement Only Generators:
Physical energy will be delivered hourly in the Real-Time (“RT”)
market at the settlement node assigned to the generator by ISO-
NE.
Energy from Self-Scheduled Generators:
Physical energy will be delivered hourly in the DA market at the
settlement node assigned to the generator by ISO-NE.
Issued November 14, 2008 Page 6 of 20 Contingent-Need RFP Revision 1
Imports into New England:
Physical Priced or Fixed energy will be scheduled and delivered
into the ISO-NE DA market over one or more of the available
interconnections. Bidders will provide detailed information about
transmission service requirements from the origin to the
destination, where the point of delivery will take place and
whether transmission service is included in the proposal. Specify
whether transmission reservations exist or how the Bidder
intends to reserve transmission to the New England border.
Existing Generators:
Bidders will provide historic capacity factor and EFORd statistics.
Capacity:
Except for Behind-the-Meter resources, all other capacity
resources will be qualified by ISO-NE and delivered monthly to
the Rest-of-Pool capacity zone as defined by ISO-NE.
Behind-the-Meter generation for small resources may be considered.
Bidders for Behind-the-Meter resources should explain in detail their
expected production schedule and how decisions around scheduling
production will be made and communicated to the VT Utilities.
Alternative arrangements not listed above may be proposed. Please
describe alternative arrangements in detail.
If applicable, start and end dates of known unit outages must be
disclosed.
3. Proposal Submission
3.1 Conflict of Interest Disclosure
All respondents shall disclose in their proposals any and all past, current or
pending relationships between themselves, the project and/or members of
their project team, any of the VT Utilities or their employees and any other
relationships that any respondent reasonably believes could be considered
a conflict of interest.
3.2 Submission Requirements
3.2.1 Bidder Information
Proposals must include: the company name and address;
representative contact information; any lawsuits, regulatory proceedings
or arbitration in progress or likely to be commenced; and any other
information that would be relevant in evaluating proposals. See
Appendix C Qualification Criteria
3.2.2 Executive Summary
Describe and summarize the characteristics of the proposal along with
any relevant and unique aspects or benefits that might otherwise be
overlooked.
3.2.3 Completeness
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The VT Utilities shall consider the RFP package complete only when all
of the requirements of this RFP are fulfilled. Proposals that do not meet
the completeness criteria will be deemed ineligible for further
consideration.
3.2.4 Proposal Package
Bidder shall provide to the VT Utilities’ Contact Person no later than,
January 26, 2009:
Two (2) original bound hardcopies of the completed proposal
package; and,
An electronic copy, in Microsoft Word, Adobe PDF, Microsoft
Excel and/or Microsoft PowerPoint format, of the completed
proposal package along with all backup materials described in
this section by email to contingentrfp@cvps.com.
Data tables, if applicable, must be provided in Microsoft Excel
format.
3.3 Additional Proposals and Information
3.3.1 The VT Utilities reserve the right to solicit additional proposals, if
appropriate, and the right to request additional information from any or all
Bidders during the proposal evaluation period. All such requests will be
made in writing and the Bidder will be required to respond within a
reasonable timeframe as determined by the VT Utilities. Failure to respond
to information requests may result in the VT Utilities ceasing evaluation of
the Bidder’s proposal.
3.3.2 Additional Guidance for New Generation Development
In 2007, a consortium of Vermont utilities commissioned a study to evaluate
potential generation alternatives for Vermont. A major component (“Phase
II”) of the study focused on issues related to siting, permitting and efficient
location of new generation with respect to the existing transmission and
distribution systems1. Bidders are encouraged to review the Phase II report
since the VT Utilities may assign greater value to resources that are located
in particular areas of need.
3.4 Confidentiality
3.4.1 Each Bidder will complete and execute the Confidentiality Agreement in
Appendix B. No changes or modifications may be made to the
Confidentiality Agreement.
3.4.2 The VT Utilities will treat the information they receive from Bidders
responding to this RFP in a confidential manner and will not, except as
required by law or regulatory authority, disclose such information to any
third party or use such information for any purpose other than in connection
with this RFP.
3.4.3 The VT Utilities reserve the right to share information contained in the
proposals with their agents or consultants for the sole purposes of
evaluating proposals.
1 The full Phase II report can be found here: http://www.cvps.com/AboutUs/news/FinalGenerationReport.pdf
Issued November 14, 2008 Page 8 of 20 Contingent-Need RFP Revision 1
3.4.4 Regardless of confidentiality, Bidders understand that all information
provided in a proposal may be subject to review by a state or federal
jurisdictional authority or other governmental authority and may be subject
to legal discovery. The VT Utilities will make all reasonable efforts to
protect the Bidder’s confidential information; provided, however, the VT
Utilities may provide summary or numerical information in a manner that
does not disclose the particular Bidder without violating the Confidentiality
Agreement.
3.5 RFP Conditions
3.5.1 The VT Utilities reserve the right to modify or cancel, in part or entirety, this
RFP for any reason in their sole discretion. All material submitted in
response to this RFP become the property of the VT Utilities and will not be
returned.
3.5.2 This RFP shall not be construed as an offer, and the VT Utilities are not
bound to purchase from any Bidder pursuant to this RFP. No rights shall be
vested in any Bidder, individual or entity by virtue of its preparation to
participate in, or its participation in, such process. No binding commitment
shall arise on the part of the VT Utilities to any Bidder under this RFP until
and unless the parties sign documents of agreement that become effective
in accordance with their terms, including, without limitation, any regulatory
requirements or contingencies.
3.5.3 The VT Utilities reserve the right to obtain additional information from any or
all Bidders including, but not limited to, affiliated entities and joint ventures,
Bidder’s financial strength, litigation and penalties.
3.5.4 The VT Utilities will select at their sole discretion the winning Bidders, if any.
The VT Utilities reserve the right, in their sole discretion, to reject any
proposals and any portion of a specific proposal for any reason, as well as
the right to waive any informality or irregularity in any proposal. The VT
Utilities assume no obligation to provide a reason for rejection of a Bidder’s
proposal.
3.5.5 Any selection is made contingent on final Credit and Underlying Agreement
approval.
4. Evaluation and Selection
4.1 Missing Information
If any information appears to have been inadvertently omitted from the proposal,
the VT Utilities may, but are not required to, request that the Bidder provide the
information. However, Bidders are expected to provide and disclose all
information that could impact the cost, availability, scheduling or other performance
described in the proposal.
4.2 Evaluation Principles
As described in more detail in Section 4.2.4 Evaluation Factors, each of the VT
Utilities will follow structured evaluation processes developed to screen and rank
Issued November 14, 2008 Page 9 of 20 Contingent-Need RFP Revision 1
individual proposals which best meet their individual needs as identified in this
RFP.
CVPS Evaluation
Each proposal will be evaluated by CVPS on a portfolio basis and
consideration will be given to how each resource impacts our supply
portfolio in terms of expected (mean) costs and overall portfolio
volatility (standard deviation). Our portfolio modeling will assess the
interaction and risk levels of the most promising resources and
combinations of resources within the VT Utilities’ supply portfolios.
Subject to further regulatory review, expected cost and volatility
effects on the portfolio by each proposal are expected to constitute
approximately 60% of the weighting in determining which proposals
warrant further consideration. Factors unrelated to pricing will
constitute approximately 40% of the weighting in determining which
proposals warrant further consideration.
GMP Evaluation
GMP will evaluate proposals using similar, but independent,
methodologies and weighting.
4.2.1 Initial Review
Evaluate the completeness of the proposal and its consistency with the
RFP requirements. Proposals that do not meet the minimum
requirements may be eliminated from consideration and the VT Utilities
are not obligated to notify or permit any Bidder to update or correct its
proposal.
4.2.2 Short List
The VT Utilities will generate a Short List of Bidders by evaluating the
price and non-price attributes (described in more detail Section 4.2.4
Evaluation Factors) and by performing a fatal flaw analysis of the
proposals. Selection as a Short List Bidder does not constitute a
winning proposal and does not guarantee an award.
4.2.3 Evaluation Factors
Proposals will be evaluated based in part on the results of the state’s
public outreach process which provided significant insights into a cross-
section of Vermonters’ values and preferences of their future energy
supply. In addition, analysis of costs, volatility and risks in our supply
portfolio using modeling and other quantitative and qualitative evaluation
methods will include the factors and considerations described below:
Price Factors
As described above comprehensive portfolio modeling and
probability analysis will guide this portion of our evaluation.
Non-Price Factors
Evaluation of Non-Price factors will involve a degree of review to
measure relative risks and benefits as described below:
Issued November 14, 2008 Page 10 of 20 Contingent-Need RFP Revision 1
Degree of willingness to negotiate and execute contracts entirely
on a Contingent-Need basis as described in Section 1.1.
Creditworthiness & Credit Requirements will be carefully
considered. Bidders are encouraged to propose innovative ways
of reducing VT Utilities’ potential collateral requirements.
Probability of Contract Performance – Energy and capacity from
new construction will be evaluated on the probability of the
project being built. Consideration will be given to: the experience
and capability of the Bidder; Bidder’s ability to obtain financing
(for new construction, if applicable); and Bidder’s ability to obtain
the necessary permits and regulatory approvals.
Environmental Factors – Environmental footprint, i.e. pollutant
and carbon emissions, fuel transport, land-use impacts, etc. will
be considered, especially for projects within Vermont.
SPEED Eligibility – Projects that are eligible in Vermont’s SPEED
program may be weighted favorably.
Location – Initial preference may be given to Vermont-based
sources.
Delivery Point – Preference is to the Vermont Load Zone. Other
nodes within New England are acceptable, but pricing should
take into account congestion and marginal loss impacts related to
the delivery point.
Transmission Issues –
New Projects - Interconnection activities and costs for new
projects are the sole responsibility of the Bidder. The
extent of progress made in interconnection activities and
their position in the queue will be closely evaluated.
T&D Deferrals - Projects that can defer transmission &
distribution expansion or upgrades will be more favorably
scored.
Imports - Any costs and risks associated with procuring
transmission service for imports will be considered.
Portfolio Diversity -
Fuel Diversity – Considered relative to the other resources
in the supply portfolio model.
Size – The volumes proposed by the Bidder will also be
considered relative to other resources in the portfolio.
Duration – As we seek to a develop a diversified, long-
term supply portfolio, groups of resources that have
staggered inception and expiration dates are more
desirable than groups of resources that begin and expire
at the same time. Please note whether, and to what
degree, beginning and ending years are flexible. There
Issued November 14, 2008 Page 11 of 20 Contingent-Need RFP Revision 1
are opportunities for different Bidders to complement each
other in that regard.
Source Diversity – Diversification across resources and
suppliers contributes to overall Portfolio Diversity by
reducing the severity associated with single-point supply
disruptions during a period.
Regulatory – Serious consideration will be given to any known or
perceived regulatory requirements, preferences or
concerns.
4.3 Best and Final Offers
Best and Final Offers will be evaluated using the same portfolio-impact and
criteria-weighted methods described above.
5. Final Negotiations and Contract Awards
5.1 The VT Utilities intend, either jointly or separately, to negotiate both Price and Non-Price
factors with Bidders who are selected for the Short List and who subsequently submit
their Best and Final Offers.
5.2 The VT Utilities intend to execute Contingent-Need agreements with one or more Bidders
who submit the highest scoring proposals. However, the VT Utilities are not obligated to
execute an agreement with any Bidder responding to this RFP and may terminate or
modify this RFP at any time, at their sole option.
5.3 The VT Utilities reserve the right to enter into final negotiations only with those Bidders
who submit proposals that offer, in the VT Utilities sole discretion, the best combination of
value to the VT Utilities and their customers.
6. Regulatory Approvals
6.1 Bidders understand that the VT Utilities have close working relationships with Vermont
regulators whose input will be sought at each step of this process.
6.2 Bidders agree to cooperate with the VT Utilities and Vermont regulators to obtain any
necessary regulatory approvals from the Vermont Department of Public Service and the
Vermont Public Service Board, and to reasonably satisfy any conditions therein.
6.3 Bidders also recognize that final contract awards will be dependent on the VT Utilities’
ability to obtain required regulatory approvals along with reasonable assurances of cost
recovery of contract purchases in the rates charged by the VT Utilities to their retail
customers. “Reasonable assurances” shall be determined at the sole judgment and
discretion of the VT Utilities.
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APPENDIX A
EXPRESSION OF INTEREST
Email completed form to contingentrfp@cvps.com no later than December 1, 2008.
This letter is an indication of our interest in the VT Utilities’ Request For Proposals for new
energy and/or capacity for the period beginning and ending . The contact person
specified below will be the primary contact for future communications regarding this RFP.
Legal Company Name:
Contact Name:
Contact Title:
Address:
City: State: Zip:
Phone Number:
Fax Number:
E-mail address:
Conversion of Existing Contract? Yes No
If yes, specify who holds the contract: CVPS GMP VEC
Resource type(s) (check all that apply):
Unit Ownership Full/Partial (Specify %) %
Unit, Cost-of-Service
Firm System Energy Firm System Capacity
Unit Entitlement Energy Unit Entitlement Capacity
Biomass (Specify Type)
Landfill Gas Farm Methane
Solar Biogas
Hydro Wind
Nuclear Natural Gas
Other (Specify):
[ ] RECs (Specify RPS and type):
Resource Size: MW / kW
Authorized Signature: ____________________________ Dated: ____________
Issued November 14, 2008 Page 13 of 20 Contingent-Need RFP Revision 1
APPENDIX B
CONFIDENTIALITY AGREEMENT, as amended November 25, 2008
THIS CONFIDENTIALITY AGREEMENT ("Agreement") is made this day of
between Central Vermont Public Service Corporation (“CVPS”), a Vermont public service
corporation having its principal place of business in Rutland, Vermont; Green Mountain Power
Corporation (“GMP”), a Vermont public service corporation having its principal place of
business in Colchester, Vermont, (each a “Utility” and collectively the “Utilities”) and , an
individual residing at OR a , a corporation having its principal place of
business in , (“Bidder”).
RECITALS
WHEREAS, the parties intend to enter into discussions to discuss common interests and
goals and possible business relationships (“Transactions”);
WHEREAS, in the course of such discussions certain, trade secret, confidential and
proprietary information may be disclosed by the Utilities to Bidder or by the Bidder to the Utilities;
and
WHEREAS, the parties are willing to make such disclosures only pursuant to the terms of
this Agreement.
NOW THEREFORE, because of the above Recitals which are incorporated in this
Agreement and as an inducement to and in consideration of the disclosure of such confidential,
trade secret and proprietary information by one party to the other, the parties agree as follows:
1. For purposes of this Agreement:
A. "Disclosing Party" shall mean the party hereto that is disclosing
Confidential Information to the other party; and
B. "Receiving Party" shall mean the party hereto that is receiving Confidential
Information from the other party.
2. For purposes of this Agreement, "Confidential Information" shall mean any
confidential, proprietary or trade secret information that is owned or controlled by Disclosing
Party. It also includes information of third parties in possession of Disclosing Party that
Disclosing Party is obligated to maintain in confidence. Confidential Information subject to this
Agreement may be in intangible form, such as unrecorded knowledge, ideas or conceptions or
information communicated orally or by visual observation, or may be embodied in tangible form,
such as a document. The term "document" includes written memoranda, drawings, sketches,
maps, training materials, specifications, notebook entries, photographs, graphic representations,
firmware, computer information or software, information communicated by other electronic or
magnetic media, or models. Confidential Information shall not include information that:
Issued November 14, 2008 Page 14 of 20 Contingent-Need RFP Revision 1
(page 2 Appendix B - Confidentiality Agreement)
A. is already known to Receiving Party and was properly obtained by
Receiving Party prior to the effective date of this Agreement and can be shown to have been so
known by documentary evidence;
B. is already in the public domain or becomes available to the public other than
through a negligent act or omission or willful misconduct of the Receiving Party;
C. is acquired in good faith from a third party and at the time of acquisition the
Receiving Party had no knowledge or reason to believe that such information was wrongfully
obtained or disclosed by the third party;
D. is independently developed by Receiving Party from information not defined
as "Confidential Information" in this Agreement, as evidenced by Receiving Party’s written
records; or
E. is disclosed to Receiving Party by Disclosing Party and, at the time of such
disclosure (or thereafter) Disclosing Party states that it is not "Confidential Information."
3. In consideration of the disclosure of the Confidential Information by Disclosing
Party to Receiving Party, except as otherwise provided in this Agreement, Receiving Party
agrees that the Confidential Information shall be kept strictly confidential and shall not be sold,
traded, published or otherwise disclosed to anyone in any manner whatsoever, including by
means of photocopy or other reproduction or electronic transmission (including facsimile
transmissions, whether written or electronic), without the Disclosing Party's prior written consent.
4. Receiving Party agrees that it will disclose, use or permit the use of the
Confidential Information of Disclosing Party only for the purpose of the discussions between the
parties including evaluation of the information and any business relationships proposed. Unless
consented to in writing by the Disclosing Party, the Receiving Party agrees that it will not attempt
to circumvent the intent of this Agreement by: (a) engaging in any transaction using the
Confidential Information of the other; (b) attempting to consummate with a third party any
transaction identified in the Confidential Information of the other; or, (c) using any Confidential
Information of the Disclosing Party for the marketing of any product or service to or by any third
party.
5. Notwithstanding anything in this Agreement to the contrary, Receiving Party may
disclose Confidential Information without Disclosing Party's prior written consent under the
following circumstances and no others:
A. when such disclosure by Receiving Party is made to any state or federal
regulatory body or required under applicable law or by a valid subpoena or other
court or governmental order, decree, regulation or rule; provided, however, that if
disclosure is required under this provision, and if permissible under applicable law
to which disclosing Party is subject, Receiving Party shall advise Disclosing Party
of the requirement to disclose Confidential Information prior to such disclosure and
Issued November 14, 2008 Page 15 of 20 Contingent-Need RFP Revision 1
(page 3 Appendix B - Confidentiality Agreement)
as soon as reasonably practicable after Receiving Party becomes aware of such
required disclosure; and further provided that upon the request of the Disclosing
Party, the Receiving Party agrees to cooperate in good faith with and at the
expense of the Disclosing Party in any
reasonable and lawful actions which the Disclosing Party takes to resist such
disclosure, limit the information to be disclosed or limit the extent to which the
information so disclosed may be used or made available to third parties.
Summary and numerical information may be disclosed in a manner that does not
disclose the Bidder.
B. when such disclosure is made to officers, directors, employees, and
authorized representatives of the Receiving Party and its respective attorneys,
advisors and accountants who have a need to know to assist the Receiving Party
in the discussions and negotiations with the Disclosing Party; in such event,
Receiving Party shall ensure any such recipient agrees to maintain the
confidentiality of the Confidential Information as provided in this Agreement.
C. when disclosure is made to any any state or federal regulatory body in the
ordinary course of such Party’s business about: the fact that discussions or
negotiations are taking or have taken place concerning a possible Transaction and
the status thereof; the fact that either party has requested or received Confidential
Information; and the principal terms of the proposed Transaction, so long as the
identity of the other Party to this Agreement is not disclosed.
6. Receiving Party agrees that it shall be responsible for ensuring that all persons to
whom the Confidential Information is disclosed under this Agreement shall keep such
information confidential and shall not disclose or divulge the same to any unauthorized person or
in any unauthorized manner. Receiving Party also agrees that it shall be responsible for
ensuring that all persons to whom the Confidential Information is disclosed under this Agreement
return such information to the Disclosing Party or destroy it in accordance with the terms of this
Agreement.
7. Nothing contained in this Agreement shall be construed as granting or conferring
any right or license, express or implied, in or to any Confidential Information disclosed to the
Receiving Party, including without limitation any patent, trademark and/or copyright. No
disclosure of any Confidential Information by Disclosing Party to Receiving Party shall be
construed as a public disclosure of such information by Disclosing Party.
8. The Confidential Information shall remain the property of the Disclosing Party, and
the Disclosing Party may request the return thereof at any time upon giving written notice to the
Receiving Party. Within 30 days of the receipt of such notice, the Receiving Party shall return all
of the original Confidential Information that was provided in written or document form and shall
destroy or cause the destruction of all copies and reproductions (both written and electronic) of
such information in its possession and in the possession of all persons to whom it was disclosed
by Receiving Party except those specified in paragraph 5 a. of this Agreement. Receiving Party
also shall destroy or cause the destruction of abstracts, notes, memoranda or other documents
Issued November 14, 2008 Page 16 of 20 Contingent-Need RFP Revision 1
(page 4 Appendix B - Confidentiality Agreement)
containing any Confidential Information. Notwithstanding this provision, (a) the Utilities may
keep copies of the bids and supporting documentation to provide to their regulators for a period
ending December 31, 2013, and (b) subject to the terms of this Agreement, Receiving Party may
retain one archival copy of the Confidential Information for its files, together with such
communications and other records relating to the Transaction as Receiving Party reasonably
believes it is required to retain for legal, compliance and regulatory purposes.
9. The parties agree that, in the event of a breach or threatened breach of the terms
of this Agreement by Receiving Party, Disclosing Party shall be entitled to an injunction
prohibiting any such breach or disclosure of any Confidential Information. In addition to
injunctive relief, Disclosing Party shall have all other rights and remedies afforded it by law. The
parties acknowledge that the Confidential Information is valuable and unique and that disclosure
in breach of this Confidentiality Agreement may result in irreparable injury to Disclosing Party.
10. Disclosing Party represents and warrants that it has the authority to disclose the
Confidential Information to the Receiving Party. Disclosing Party believes in good faith that the
Confidential Information to be provided by it hereunder will not be materially misleading, but the
Disclosing Party makes no other representation or warranties, express or implied, as to the
quality, accuracy, completeness or reliability of the information so disclosed. Disclosing Party,
its directors, officers and employees shall have no liability whatsoever with respect to the use of
or reliance upon the Confidential Information by the Receiving Party.
11. Nothing in this Agreement nor the furnishing of Confidential Information pursuant
hereto shall be construed in any way as obligating either party to enter into any further
agreement, negotiation or transaction with the other or to refrain from entering into an
agreement, negotiation or transaction with any other person, including without limitation any
person engaged in the same or similar line of business as the other party hereto.
12. Either party may terminate this Agreement by providing written notice to the other.
Notwithstanding any such termination, all rights and obligations hereunder shall survive with
respect to the Confidential Information disclosed prior to the date of such termination and until
December 31, 2010.
13. No amendments, changes or modifications to this Agreement shall be valid except
if the same are in writing and signed by a duly authorized representative of each of the parties
hereto.
14. Except as may be required by law, and in addition to the requirement to maintain
the confidentiality of the Confidential Information, neither party hereto nor their representatives
will disclose to any person either the fact that discussions or negotiations are taking place
between them nor any terms, conditions or other facts with respect to any transaction that may
be proposed or undertaken, including the status thereof.
15. This Agreement shall be governed by and construed under the laws of the State of
Vermont. It represents the full and complete agreement of the parties hereto with respect to the
disclosure of the Confidential Information, and it supersedes and cancels all prior
Issued November 14, 2008 Page 17 of 20 Contingent-Need RFP Revision 1
(page 5 Appendix B - Confidentiality Agreement)
communications, understandings and agreements between the parties with respect to the
disclosure of information for the purposes previously recited, whether oral, expressed or implied.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by
their duly authorized representatives on the date first written above.
For Central Vermont Public Service Corporation:
By: ____________________________________
Name: ____________________________________
Title: ____________________________________
For Green Mountain Power Corporation:
By: ____________________________________
Name: ____________________________________
Title: ____________________________________
For :
By: ____________________________________
Name: ____________________________________
Title: ____________________________________
Issued November 14, 2008 Page 18 of 20 Contingent-Need RFP Revision 1
APPENDIX C
BIDDER QUALIFICATION CRITERIA
The following qualifying criteria will be used to test the viability of each proposal in identifying
Bidders who will be considered in the development of the Short-List.
All Bidders
1. Provide current corporate credit rating(s), if applicable, and latest audited financials
2. Provide detail about any pending or ongoing litigation in which the Bidder is a party
3. Entities with whom the VT Utilities are currently negotiating a bilateral transaction for the
Term are not eligible Bidders in this RFP
Power Marketers
1. Final prices quoted are executable through and until the date Winning and Non-Winning
Bidders are announced. Awards will be made at the prices quoted in the proposals.
2. Market-indexed structures must be tied to a specific, transparent market quote source
and an example of the source must be provided along with the detailed method for
calculating the market-indexed price.
Existing Generation Resources
1. Evidence of authority and ability to operate the facility during the Term. Examples:
Current FERC license or Exemption
Certificate of Public Good (VT) or its equivalent
Current NRC license
Operating permits
2. Expiration dates of documents provided in (1) if not already shown in the document
3. Sufficient information must be provided for the VT Utilities to analyze the resource relative
to their portfolio(s). Examples:
EFORd rate history for 3-years
Dates of any maintenance outages scheduled during the period specified in the
Bidder’s proposal
Any other relevant materials or information
Issued November 14, 2008 Page 19 of 20 Contingent-Need RFP Revision 1
New Generation Projects
1. An assessment of the probability the project can be constructed and operable on the date
specified in the Bidder’s proposal
2. Details about project progress made to-date and the current status of the project,
including planning, financing and permitting activities
3. Evidence that the Bidder has or expects to qualify in the ISO-NE Forward Capacity
Market (FCM) and has satisfied related requirements, if applicable
4. Evidence that Bidder has, or will seek to, obtain a spot in the ISO-NE Interconnection
queue, if applicable
5. Acknowledgment from the Bidder; a) of awareness of, and commitment to comply with,
ISO-NE Interconnection requirements; b) that all Interconnection costs are the sole
responsibility of the Bidder; and, c) that transmission costs for delivering the proposed
product(s) to the Delivery Point are the sole responsibility of the Bidder
6. Descriptions of other generation projects that Bidder has successfully developed and
other commentary to illustrate Bidder’s level of experience in developing generation
projects
7. Provide any other relevant information that Bidder feels will help us determine the
feasibility and viability of the resource
Issued November 14, 2008 Page 20 of 20 Contingent-Need RFP Revision 1