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					                      Blue Ridge Power Agency
              Requests for Proposals for Electric Power
                          October 4, 2002



Blue Ridge Power Agency ("BRPA") is issuing this Request for Proposals ("RFP") to
solicit Proposals from power suppliers ("Respondents") to partially meet the power
and energy requirements of seven of BRPA's members ("RFP Participants"). The RFP
Participants are:


         City of Bedford, Virginia            City of Radford, Virginia

         City of Bristol, Virginia*           Town of Richlands, Virginia

         City of Danville, Virginia           City of Salem, Virginia

         City of Martinsville, Virginia

         * Bristol Virginia Utilities Board (BVUB) is located on the TVA transmission
         system, while the other Participants are on the AEP transmission system. BVUB
         recently (September 16, 2002) issued a separate RFP for its load (BVUB RFP);
         however, it is also a participant in this RFP. Respondents are encouraged to
         include BVUB’s requirements in their response to this solicitation even if
         responding to the BVUB RFP.


The power supply resources being sought through this RFP are intended to, in
conjunction with the RFP Participants' own resources and power purchased from the
Southeastern Power Administration (“SEPA”), meet the total power and energy
requirements, including any load growth, of each of the RFP Participants' points of
delivery on the applicable transmission system (TVA in the case of BVUB and AEP for
the remainder) beginning on January 1, 2005 for BVUB and July 1, 2005 for the
others.

Five of the RFP Participants (Bedford, Danville, Martinsville, Richlands and Salem)
currently purchase wholesale capacity and energy from Cinergy Companies
(“Cinergy”) under individual Power Supply Agreements (“PSA”) and receive
transmission service from AEP through a Service Agreement for Network Integration
Transmission Service (“NITSA”) between AEP and BRPA on behalf of the five
members listed above. These five PSAs each expire on June 30, 2005 .

Two RFP Participants, the Cities of Bristol and Radford, have different power supply
arrangements than that just described above. While BVUB does purchase its total
requirements from Cinergy, BVUB is located on the TVA system, and their bundled
Power Service Agreement with Cinergy expires on December 31, 2004 . The City of
Radford purchases its total power requirements from AEP under a bundled wholesale
power agreement that also includes transmission service on AEP’s system. This
wholesale power transaction is governed by the terms and conditions of the Service
Agreement between AEP and the City of Radford, and is expected to expire on June
30, 2005 .

In calendar year 2001, the RFP Participants had a coincident peak demand of
approximately 545 megawatts (“MW”) and energy purchases of approximately 2,717
gigawatt hours (“GWh”). In 2002, a coincident peak of 559 occurred in August.
Projected peak demand and energy requirements are described in Section 4 of this
RFP along with additional details on each of the individual RFP Participants and their
respective existing power supply arrangements.

BRPA is most interested in a firm, native load requirements power supply for the four
and one half year period from July 1, 2005 through December 31, 2009 (five years
for BVUB from January 1, 2005 through December 31, 2009). However, BRPA will
consider a diversified power supply portfolio with varying types of resources, multiple
suppliers, and a mix of terms, if sufficiently more economical. All proposals should
include a start date of July 1, 2005 (January 1, 2005 for BVUB). BRPA may accept a
combination of alternatives from one or more suppliers. Unless specifically stated
otherwise in a Proposal, BRPA will assume that all Respondents are willing to allow
BRPA this desired flexibility of incorporating a combination of alternatives to serve
requirements being solicited.

All proposals, including but not limited to the following, will be considered:

       1.       Wholesale requirements capacity and energy, with the respondent
              providing or arranging for the provision of all required transmission
              (including congestion costs) and all ancillary services, from third
              parties if necessary, so that BRPA’s members’ total capacity and
              energy requirements are met on a firm basis;

       2.       Unit capacity and energy provided by existing and/or new capacity,
              where the respondent is also able to provide or arrange for the
              provision of all required transmission and ancillary services, from third
              parties if necessary, so that, in combination with other sources of
              supply, BRPA’s members’ total capacity and energy requirements are
              met on a firm basis;

       3.       Block capacity and energy provided by existing and/or new capacity,
              where the respondent is also able to provide or arrange for the
              provision of all required transmission and ancillary services, from third
              parties if necessary, so that, in combination with other sources of
              supply, BRPA’s members’ total capacity and energy requirements are
              met on a firm basis; and

       4.     Proposals which include any combination of the above, to meet BRPA’s
              members’ requirements for capacity and energy and arrange for the
              provision of all required transmission and ancillary services, from third
              parties if necessary, so that BRPA’s members’ total capacity and
              energy requirements are met on a firm basis.

In addition to those options listed above, BRPA would also entertain proposals for
longer-term resources from new or existing coal units or other resources with stable
fuel costs. These potential resources are not required to have a start date of January
1 or July 1, 2005 but could begin later, if necessary.

All proposals should provide for delivery to BRPA’s members (i.e., not to the AEP or
TVA border). BRPA welcomes proposals from all potential providers of its power
requirements, including, but not limited to: Utilities, Municipal Joint Action Agencies,
Exempt Wholesale Generators, Independent Power Producers, Qualifying Facilities,
alternative/renewable resource developers, power marketers and brokers, and
energy service companies.

The successful Respondent(s) must be able to provide a reliable supply of electric
power and associated energy and/or other services to enable BRPA to continue to
meet its continuous and instantaneous demands, including load growth, in an
economical and reliable manner. BRPA desires contract provisions that allow
reductions in the required level of purchases upon loss of load or mandated
renewable portfolio standards and future rights to reduce purchases, with reasonable
notice, to allow resources to be added as certain levels of load growth materialize.

Please note that BRPA is interested in proposals whereby the respondent provides all
transmission and ancillary services, including congestion costs and energy
imbalance. Also, please note that any resources selected must qualify for Network
Resource designation under the provisions of the AEP OATT and/or the TVA
Transmission Service Guidelines. Either BRPA or the individual members will be
party to the transmission agreements with AEP and/or TVA.

BRPA seeks Proposals in a standard response format to facilitate comparison of
options. BRPA encourages innovative Proposals to provide BRPA with a reliable and
economical supply of power and energy. For any proposals that include new
generation, BRPA prefers to have an option for ownership in any such new
generating resources used to meet the demand and energy requirements at the RFP
Participants' points of delivery. BRPA’s members do not presently plan or
contemplate any power supply projects that would compete with the Proposals in
response to this RFP.
All questions or other communication regarding BRPA's RFP should be submitted to
BRPA's engineering consultants:




The following schedule and deadlines apply to this solicitation:

                 Release of RFP:                     October 4, 2002

                 Pre-Bid Conference:              November 13, 2002

                 Intent to Respond Forms Due:      December 2, 2002

                 Proposals Due:                   December 16, 2002

                 Preliminary Screening:             January 20, 2003

                 Begin Contract Negotiations:               April 2003

                 Contract Effective Date:            January 1, 2005




BRPA reserves the right to modify this schedule if, in the sole opinion of BRPA, such
modifications are necessary.




Information contained in this RFP is provided for background use only. BRPA makes
no representation that the information is complete or applicable to any Respondent's
Proposal.

4.01 Description of BRPA
Blue Ridge Power Agency is a joint action agency incorporated under the laws of the
Commonwealth of Virginia [www.brpa.org].

The BRPA members participating in this RFP serve a total of 97,415 accounts
consisting of 84,753 residential, 11,816 commercial and 846 industrial or large
commercial. These accounts represent service to a population in Central, Southside
and Southwest Virginia of approximately 186,500.

Appendix A is a map showing the approximate location of the RFP Participants
relative to the service territories of the major utilities in the region.

Each of the RFP Participants provides retail electric service to residential,
commercial, and industrial customers. Each of the RFP Participants individually
contracts for the majority of its purchases of wholesale power and energy to meet
the needs of its customers and, in some instances, the RFP Participants generate a
small amount of their own energy needs with self-owned generation and most have
rights to a small amount of capacity from Southeastern Power Administration
(“SEPA”) generated at Federal hydroelectric projects. Each RFP Participant owns and
operates an electric distribution system which provides the capability to accept
delivery of power and energy from the AEP or TVA transmission system and
concurrently deliver that power and energy to retail customers. None of the RFP
Participants currently own any transmission facilities that provide bulk power transfer
capability between the various RFP Participants or between a given RFP Participant
and another utility. Danville does, however, own a 69 kV transmission line that runs
near the system of the City of Martinsville en route to Danville’s hydroelectric plant.
Possibilities exist for the interconnection of the Danville and Martinsville systems.



4.02 Description of BRPA’s Present Power Supply Arrangements

RFP Participants purchase power from three different suppliers: (1) Cinergy, (2) AEP,
and (3) SEPA, a federal power marketing administration marketing federal
hydroelectric power.

Power is purchased from Cinergy under PSAs between each individual RFP Participant
and Cinergy (excluding the City of Radford who purchases their power requirements
from AEP). The RFP Participants' distribution systems are each connected to the AEP
or TVA transmission system and each RFP Participant receives service at one or
multiple Delivery Points on the AEP or TVA system. Cinergy provides wholesale
power and energy, as well as certain ancillary services (i.e. Schedule 3 - Regulation
and Frequency Response, Schedule 4 - Energy Imbalance, Schedule 5 - Operating
reserve – Spinning Reserve, and Schedule 6 - Operating reserve - Supplemental
Reserve) under a "bundled" wholesale rate structure. The PSAs for five of the RFP
Participants will expire on June 30, 2005 . BVUB’s agreement with Cinergy expires
on December 31, 2004 . The City of Radford’s agreement with AEP is expected to
expire on June 30, 2005. This Service Agreement provides for bundled wholesale
power and energy, transmission service, and all ancillary services.

AEP currently provides Network Integration Transmission Service (“NITS”) to
the RFP Participants (excluding BVUB) according to the terms and conditions of the
AEP Open Access Transmission Tariff (“OATT”) filed with the Federal Energy
Regulatory Commission ("FERC"). They are providing only ancillary service
Schedules 1 - Scheduling, System Control and Dispatch Service and 2 - Reactive
Supply and Voltage Control for the five RFP Participants under the BRPA-AEP NITS.
The transmission service provides access between each members’ resources and the
BRPA Member Point of Delivery on AEP’s transmission system.

TVA provides transmission access for power suppliers through the TVA
Transmission Service Guidelines. BVUB currently receives transmission service
from TVA under terms and conditions of the Service Agreement for Network
Integration Transmission Service.

SEPA provides a total of 12.4 MW (delivered) firm peaking power to the RFP
Participants. The SEPA power is available for peaking purposes for 650 hours per
year with varying specific numbers of hours by month. The SEPA power can be
scheduled on behalf of the RFP Participants, thereby reducing the amount of capacity
and energy that must be purchased from a respondent. Currently, the members
have allowed SEPA to reallocate their SEPA entitlement to other preference
customers during the term of the current Power Supply Agreements. The SEPA
allocations are recallable by the members and a decision to recall the SEPA
allocations will be made based on the value placed on the SEPA power by the
Respondents in their proposals.



4.03 Description of RFP Participants

1.   City of Bedford, Virginia

The City of Bedford Electric Department [www.ci.Bedford.va.us] provides retail
electric service to approximately 6,394 consumers, of which 5,520 are residential,
845 are small commercial, and 29 are industrial or large commercial accounts. The
City of Bedford and surrounding vicinity served by it, has a population of
approximately 12,500 (6,400 within the City). Bedford owns and operates an
electric distribution system which provides capability to accept delivery of power and
energy from the AEP transmission system and concurrently deliver such power and
energy to retail customers within its service territory. Its 125 square mile service
territory extends into the surrounding Bedford County area with 7 square miles being
within the city limits.

Bedford operates approximately 14 circuit-miles of 69 kV and 12 circuit-miles of 23
kV transmission lines, 9 distribution substations and 270 pole-miles of 12.5 kV
distribution lines. Bedford receives power and energy at AEP's Centerville Station
and Moseley Station (both at delivery voltages of 69 kV), and at the "Wheelabrator"
Delivery Point at AEP's Moseley Station (delivery voltage of 13.8 kV). There is one
version of Bedford's one line diagram available, JPG.

Bedford operates the 5 MW (2-2.5 MW units) Snowden hydroelectric plant, which is a
run-of-river behind-the-meter hydro facility on the James River. This plant is interval
metered and readable by modem with MV-90 software.

Bedford is entitled to a 1.2 MW allocation of SEPA power. This is firm power available
for peaking purposes for 650 hours per year. Currently, Bedford has allowed SEPA to
reallocate their SEPA entitlement to other preference customers during the term of
the current PSA. The SEPA allocations are recallable by Bedford. [Bedford-SEPA
Agreement]

Bedford purchases its remaining requirements from Cinergy under the terms and
conditions of the PSA between the City of Bedford and Cinergy. The PSA
expires on June 30, 2005.

AEP currently provides Network Integration Transmission Service to the City of
Bedford through the BRPA-AEP NITS Agreement.

2. City of Bristol, Virginia

BVUB (www.bvub.com) provides retail electric service to approximately 15,608
consumers, of which 13,327 are residential, 1,953 are small commercial, and 328
are industrial or large commercial accounts. The City of Bristol, Virginia and
surrounding vicinity served by it within the State of Virginia, has a population of
approximately 33,000 people (17,400 within the City). BVUB owns and operates an
electric distribution system which provides capability to accept delivery of power and
energy from the TVA transmission system and concurrently deliver such power and
energy to retail customers within its service territory, which includes the City of
Bristol and portions of Lee, Scott and Washington counties encompassing
approximately 125 square miles, of which 13 are within the city limits.

BVUB operates approximately 33 circuit-miles of 69 kV transmission lines, 8
distribution substations and 577 pole-miles of 13.2 kV distribution lines. BVUB
presently receives wholesale power and energy from Cinergy at BVUB's North Bristol
Substation. Power is delivered at 161 kV, but steps down to 138 kV where it
interconnects with American Electric Power ("AEP"), which is also located at the
North Bristol Substation. At the delivery point, BVUB steps down the voltage from
138 kV to 69 kV. A transmission map showing the major transmission facilities
surrounding BVUB's electrical system is available. Please note also that there are
two versions of BVUB's one line diagram available, HTML and AutoCad.

BVUB receives power through only one transmission interconnection point with TVA's
transmission system. Cinergy provides wholesale power and energy, as well as all
control area and ancillary services under a "bundled" wholesale rate structure
pursuant to the Power Service Agreement, which will expire on December 31,
2004 .

BVUB currently receives transmission service from TVA under terms and conditions
of the Service Agreement for Network Integration Transmission Service. TVA
presently has no transmission tariffs on file with the Federal Energy Regulatory
Commission ("FERC"), but provides transmission access for power suppliers through
the TVA Transmission Service Guidelines.

3.   City of Danville, Virginia

The City of Danville Department of Power and Light [www.ci.Danville.va.us]
provides retail electric service to approximately 44,339 consumers, of which 39,105
are residential, 5,084 are small commercial, and 150 are industrial or large
commercial accounts. The City of Danville and surrounding vicinity served by it, has
a population of approximately 83,500 (48,500 within the City). Danville owns and
operates an electric distribution system which provides capability to accept delivery
of power and energy from the AEP transmission system and concurrently deliver
such power and energy to retail customers within its service territory. Its 470
square mile service territory extends into 360 square miles of the surrounding
Pittsylvania County area with 44 square miles being within the city limits. In
addition, a very small number of customers are served in each of Henry and Halifax
counties, 25 and 50 square miles, respectively.

Danville operates approximately 2 circuit-miles of 138kV transmission lines, 118
circuit-miles of 69 kV (includes 52-miles radial line to the hydroelectric plant - see
below), 15 distribution substations and 1,400 pole-miles of 12.5 kV distribution
lines. Danville has 138 kV interconnections at AEP’s Danville and East Monument
Stations. There is one version of Danville's one line diagram available, HTML.

Danville operates the 10.9 MW (3-3,400 and 1-700 kW units) Pinnacles behind-the-
meter hydroelectric plant at the headwaters of the Dan River in the Blue Ridge
Mountains. This plant is interval metered and readable by modem with MV-90
software.

Danville is entitled to a 5.6 MW allocation of SEPA power. This is firm power available
for peaking purposes for 650 hours per year. Currently, Danville has allowed SEPA
to reallocate their SEPA entitlement to other preference customers during the term of
the current PSA. The SEPA allocations are recallable by Danville. [Danville-SEPA
Agreement]

  Danville purchases its remaining requirements from Cinergy under the terms and
conditions of the PSA between the City of Danville and Cinergy. The PSA expires
on June 30, 2005.

AEP provides Network Integrated Transmission Service to the City of Danville
according to the terms and conditions of the AEP OATT through the BRPA-AEP NITS
Agreement.

4.   City of Martinsville, Virginia

The City of Martinsville Municipal Electric Department [www.ci.martinsville.va.us]
provides retail electric service to approximately 8,127 consumers, of which 7,745 are
residential, 224 are small commercial, and 158 are industrial or large commercial
accounts. The City of Martinsville, has a population of approximately 16,500.
Martinsville owns and operates an electric distribution system which provides
capability to accept delivery of power and energy from the AEP transmission system
and concurrently deliver such power and energy to retail customers within its 11
square mile service territory.

Martinsville operates approximately 8 circuit-miles of 34.5 kV sub-transmission lines,
6 distribution substations and 108 pole-miles of 12.5 kV distribution lines.
Martinsville receives power and energy through AEP’s Morris Novelty Station at a
delivery voltage of 34.5 kV. There is one version of Martinsville's one line diagram
available, JPG.
Martinsville operates a 1.45 MW (1-1,000 and 1-450 kW hydroelectric plant, which is
a run-of-river behind-the-meter hydro facility. This plant is interval metered and
readable by modem with MV-90 software.

Martinsville is entitled to a 1.6 MW allocation of SEPA power. This is firm power
available for peaking purposes for 650 hours per year. Currently, Martinsville has
allowed SEPA to reallocate their SEPA entitlement to other preference customers
during the term of the current PSA.       The SEPA allocations are recallable by
Martinsville. [Martinsville-SEPA Agreement]

Martinsville purchases its remaining requirements from Cinergy under the terms and
conditions of the PSA between the City of Martinsville and Cinergy. The PSA
expires on June 30, 2005.

AEP currently provides Network Integrated Transmission Service to the City of
Martinsville according to the terms and conditions of the AEP OATT through the
BRPA-AEP NITS Agreement.

5. City of Radford, Virginia

The City of Radford Electric Utilities [www.radford.va.us] provides retail electric
service to approximately 7,036 consumers, of which 6,277 are residential, 726 are
small commercial, and 33 are industrial or large commercial accounts. The City of
Radford, has a population of approximately 16,000. Radford owns and operates an
electric distribution system which provides capability to accept delivery of power and
energy from the AEP transmission system and concurrently deliver such power and
energy to retail customers within its 10 square mile service territory.

Radford operates approximately 15 circuit-miles of 34.5 kV transmission lines, 10
distribution substations and 500 pole-miles of 4.2 kV distribution lines. Radford
receives power and energy at three delivery points on the AEP system: Hazel Hollow
at 138 kV (metered at 34.5 kV) and Radford S.S. and Ingles stations at 34.5kV.
There is one version of Radford's one line diagram available, HTML.

Radford operates a 1.0 MW (one unit) hydroelectric plant, which is a run-of-river
behind-the-meter hydro facility on the Little River. Radford purchases its remaining
requirements from AEP under the terms and conditions of the Service Agreement
between the City of Radford and AEP. The Service Agreement provides wholesale
power and energy, as well as all control area and ancillary services under a
"bundled" wholesale rate structure. The Service Agreement expires on June 30,
2005.

Radford is entitled to a 1.3 MW allocation of SEPA power. This is firm power available
for peaking purposes for 650 hours per year. Currently, Radford has allowed SEPA
to reallocate their SEPA entitlement to other preference customers during the term of
the current PSA. The SEPA allocations are recallable by Radford. [Radford-SEPA
Agreement]

AEP currently provides Network Integrated Transmission Service to the City of
Radford according to the terms and conditions of the AEP OATT through its “bundled”
power supply agreement with AEP. AEP purchases Network Service from its
transmission organization through the AEP-AEP Network Transmission Service
Agreement.




6. Town of Richlands, Virginia

The Town of Richlands Municipal Electric Department [www.town.richlands.va.us
(will be active by 11/1/02)] provides retail electric service to approximately 3,044
consumers, of which 2,171 are residential and 873 are small commercial accounts.
The Town of Richlands and surrounding vicinity, has a population of approximately
5,000. Richlands owns and operates an electric distribution system which provides
capability to accept delivery of power and energy from the AEP transmission system
and concurrently deliver such power and energy to retail customers within its 3
square mile service territory.

Richlands operates 1 distribution substation and approximately 34 pole-miles of 12.5
kV and 4.2 kV distribution lines. Richlands receives power and energy at AEP pole
number 473-627 on the Richlands to Jewell Ridge 69 kV transmission line,
approximately 0.2 miles from AEP’s Richlands Station. There is one version of
Richlands' one line diagram available, PDF.

Richlands is entitled to a 500 kW allocation of SEPA power. This is firm power
available for peaking purposes for 650 hours per year. Currently, Richlands has
allowed SEPA to reallocate their SEPA entitlement to other preference customers
during the term of the current PSA.     The SEPA allocations are recallable by
Richlands. [Richlands-SEPA Agreement]

Richlands purchases its total requirements from Cinergy under the terms and
conditions of the PSA between the Town of Richlands and Cinergy. The PSA
expires on June 30, 2005.

AEP currently provides Network Integrated Transmission Service to the Town of
Richlands according to the terms and conditions of the AEP OATT through the BRPA-
AEP NITS.

7.   City of Salem, Virginia

The City of Salem Electric Department [www.ci.salem.va.us] provides retail
electric service to approximately 12,867 consumers, of which 10,608 are residential,
2,111 are small commercial, and 148 are industrial or large commercial accounts.
The City of Salem has a population of approximately 25,000. Salem owns and
operates an electric distribution system which provides capability to accept delivery
of power and energy from the AEP transmission system and concurrently deliver
such power and energy to retail customers within its 15 square mile service territory.

Salem operates approximately 18 circuit-miles of 69 kV transmission lines, 7
distribution substations and 191 pole-miles of 12.5 kV distribution lines.
Salem receives power and energy through AEP’s two Hancock Station 69 kV busses,
AEP’s69 kV bus located at Salem's Electric Road Station, and AEP’s Catawba Station.
All power and energy is received by Salem at 69 kV. There is one version of Salem's
one line diagram available, JPG.

Salem is entitled to a 2.2 MW allocation of SEPA power. This is firm power available
for peaking purposes for 650 hours per year. Currently, Salem has allowed SEPA to
reallocate their SEPA entitlement to other preference customers during the term of
the current PSA. The SEPA allocations are recallable by Salem. [Salem-SEPA
Agreement]

Salem purchases its total requirements from Cinergy under the terms and conditions
of the PSA between the City of Salem and Cinergy. The PSA expires on June 30,
2005.

AEP currently provides Network Integrated Transmission Service to the City of Salem
according to the terms and conditions of the AEP OATT through the BRPA-AEP
NITSA.
   4.04 Historical and Forecasted Capacity and Energy Requirements

   In Calendar Year 2001, the RFP Participants’ coincident peak demand was 545 MW
   with energy purchases of 2,717 GWh (at meter). A new coincident peak was set in
   August 2002 of 559 MW. Projected (2002 and after) peak demands and energy
   requirements are provided in the following table (no warranty is made as to the
   accuracy of the projections):




HISTORICAL/PROJECTED DEMAND REQUIREMENTS (MW)

       City of    City of   City of      City of      City of    Town of    City of
                                                                                      RFP Total
       Bedford    Bristol   Danville   Martinsville   Radford   Richlands   Salem


1999    50.1      117.6      206.1        43.7         63.5       17.3      86.7        585.0

2000    50.6      122.9      207.8        42.2         69.0       19.2      83.4        595.1

2001    49.1      128.1      211.7        42.7         55.4       17.7      87.1        591.8



2002    49.1      133.2      214.5        41.6         73.3       16.8      84.8        613.3

2003    50.2      138.6      219.0        42.0         74.8       17.0      86.2        627.8

2004    51.3      144.1      223.2        42.4         76.3       17.2      88.0        642.5

2005    52.4      149.9      227.5        42.8         77.8       17.5      89.8        657.7

2006    53.5      155.9      231.8        43.2         79.3       17.7      91.7        673.1

2007    54.6      162.1      236.2        43.6         80.9       17.9      93.6        688.9

2008    55.7      168.6      240.7        44.0         82.5       18.1      95.5        705.1

2009    56.8      175.3      245.3        44.4         84.2       18.3      97.4       721.7
HISTORICAL/PROJECTED ENERGY REQUIREMENTS (GWh)

       City of     City of    City of      City of      City of    Town of    City of
                                                                                        RFP Total
       Bedford     Bristol    Danville   Martinsville   Radford   Richlands   Salem


1999     233        617        957          204          398         67        394        2,870

2000     239        640        990          200          313         68        403        2,853

2001     226        612        935          198          283         66        397        2,717



2002     218        636       1,013         200          319         65        406        2,857

2003     237        662       1,026         202          326         67        410        2,930

2004     242        688       1,047         204          332         68        417        2,998

2005     248        716       1,069         206          339         69        424        3,071

2006     253        745       1,092         208          345         69        431        3,143

2007     259        774       1,115         210          352         70        438        3,218

2008     265        805       1,138         212          359         71        445        3,295

2009     271        838       1,162         215          367         71        453        3,377




   The RFP Participants’ hourly load data from July 1998 through August 2002 are
   available in Excel 2000 Spreadsheets.




   BRPA requires that all Proposals submitted pursuant to this RFP contain, at a
   minimum, the information requested on the Standard Response Form. BRPA
   further requires that Respondents submitting Proposals that contemplate the
   construction of new generation facilities include enough detail to allow BRPA to make
   a determination of whether or not the proposed power supply will economically and
   reliably meet BRPA's power supply requirements. BRPA will review and may utilize
   all information, if any, submitted by a Respondent, which is not specifically requested
   as a part of the Standard Response Form. Also, BRPA reserves the right to request
   additional information from Respondents during the Proposal evaluation process.
BRPA would like to receive proposals in two groupings: (1) each Participant
individually, and (2) Bedford, Danville, Martinsville, Richlands and Salem as a single
group.




Proposals will be judged based on their ability to meet BRPA's need for economical
and reliable power supply. Respondents to this solicitation should provide all relevant
information necessary to allow BRPA to conduct a thorough analysis of the proposal.
Proposals will be analyzed over a range of scenarios defined by price and non-price
variables. Key price variables include, but are not limited to, fuel price escalation,
inflation, capital costs, and interest rate. Key non-price variables include, but are not
limited to, provisions for load growth and projected resource availability factors and
the creditworthiness of the Respondent.

The principal criteria to be used by BRPA in evaluating proposals include:

   •   Reliability of proposed power supply
   •   Reliability of proposed transmission service
   •   Total delivered cost of power
   •   Financial viability of the respondent, including its parent or any other
       guarantor of services under the respondent’s proposal (please include copies
       of the most recent Moody’s/Fitch/S&P ratings reports for the performance
       guarantor)
   •   Operational viability of the respondent
   •   Impact on diversification of BRPA’s members’ resource portfolios
   •   Cost of compliance with the environmental protection requirements of all
       applicable state and federal laws, rules and orders
   •   Minimization of the risks of future fuel cost changes
   •   Term of contract

Each of these factors is critical to the successful integration of a new power supply
resource with BRPA's existing resources. BRPA reserves the right to consider any
other factors that BRPA deems to be relevant to its power supply needs.

6.01 Total Delivered Cost of Power to BRPA

The total cost of power delivered to BRPA's delivery points, taking into account any
additional costs required for BRPA to utilize the Proposed power supply resource,
including losses, transmission charges, and the costs of any other services required
to be provided by the Respondent or third parties must be competitive with BRPA's
alternatives. BRPA will consider such factors as:

(a) Demand Charges
(b) Fuel Charges
(c) Other Energy Charges
(d) Emission Allowance Charges
(e) Transmission Charges (including potential ITP costs and direct assignment
facilities costs)
(f) Congestion costs
(g) Losses
(h) Control Area Services
(i) Third Party Services, if any
(j) Need for new facilities
(k) Price stability and factors influencing future rates
(l) Legal, engineering and other costs required to implement the Proposed service(s)

The Respondent should clearly explain the pricing and break down of the
components of capacity and energy under the Proposal so that BRPA can evaluate
the total price of power under the terms of the Proposal. Preference will be given to
those Proposals that include fixed prices or price caps on demand and/or energy
price components.

BRPA requires that all proposals submitted pursuant to this RFP contain, at a
minimum, the information requested on the Standard Response Form. The
respondent is not required to complete the Standard Response Form, but all
submitted proposals should include the appropriate information as outlined by the
Form.

Respondents should take care to separately identify and specify any costs included
for transmission wheeling and/or interconnection facilities necessary to deliver power
and energy to BRPA's points of delivery. BRPA will also evaluate each Proposal to
determine if any modifications are necessary to its distribution system in order to
receive delivery of power and energy under the Proposal. Such additional costs will
be included in BRPA's overall evaluation of the Proposal.


6.02 Viability of Respondent

The respondent must provide sufficient evidence of financial and operational
capability to provide the services outlined in the proposal during the contract term.
The financial and operational viability of any third parties relied upon by the
respondent for providing service to BRPA must also be demonstrated. The
respondent, its parent, and any other guarantor of services under the respondent’s
proposal, should provide audited financial statements from the previous three years
in order to demonstrate financial viability. If the respondent’s guarantor has a credit
rating, the most recent ratings reports must be provided also. Information submitted
to demonstrate operational capability must include identification of the proposed
transmission path and identification of proposed interconnection points with any and
all transmission providers required to provide delivery of power and energy from the
proposed resource(s) to BRPA load.           Finally, the respondent should provide
references for and current and/or prior power supply agreements with municipal and
cooperative wholesale customers.

6.03 Reliability of Power Delivered to BRPA

A power supply resource, by itself or in conjunction with services to be supplied by
any third parties, must be firm and qualified as a Network Resource under AEP OATT
and/or TVA’s Transmission Guidelines to be acceptable to BRPA. If the Respondent is
a utility providing wholesale and/or retail service to other customers, preference will
be given if the Respondent's Proposal provides reliability equal to that now being
provided to the Respondent's native load customers. In general, the power and
energy provided to BRPA should be available at all times, even during adverse
conditions, subject only to interruption due to forces beyond the reasonable control
of BRPA or the Respondent.

Preference will be given to those Proposals providing assurances of reliability in the
form of corporate guarantees of the responsibility of the Respondent to secure
replacement and/or emergency service should the Proposed power supply resource
be unavailable to serve BRPA's loads, sufficient planning and operating reserves, and
the responsibility of the Respondent to reimburse BRPA for the purchase of
emergency and/or replacement energy should the Respondent be unable to deliver
service to BRPA.




All Proposals must be valid through April 2003, pending evaluation by BRPA and the
beginning of contract negotiations between BRPA and the winning Respondent(s).




A Proposal may include data that the Respondent does not want disclosed to the
public or used by BRPA for any purpose other than Proposal evaluation. Proprietary
data should be specifically identified as such on every page where proprietary data
may be contained. In such case, reasonable care will be exercised so that data
identified as confidential will not be disclosed or used without the Respondent's
permission, except to the extent provided in any resulting contract or to the extent
required by law. This restriction does not limit BRPA's right to use or disclose any
data contained in the Proposal if it is obtainable from another source without
restriction. In any event, BRPA, its employees, counsel, and consultants will not be
liable for the accidental disclosure of such data, even if it is marked.




All costs directly or indirectly related to the preparation of a Proposal in response to
this RFP or any oral presentation required to supplement and/or clarify a Proposal
which may be required by BRPA shall be the sole responsibility of and shall be borne
by the Respondent(s) incurring such costs. BRPA or its members shall not reimburse
any Respondent for any costs incurred in the preparation or submission of a Proposal
and/or in negotiating an agreement as a result of a Proposal.
Respondents should be aware that the contents of a selected Proposal might become
a part of any subsequent contractual documents.




Any contracts, which may be considered as a result of this RFP or subsequent
negotiations, may be subject to regulatory approvals, including approval of the
Federal Energy Regulatory Commission.




BRPA reserves the right to accept any Proposal(s), or to reject any and all Proposals
and to re-solicit for Proposals in the event that all Proposals are rejected or BRPA
deems otherwise necessary. BRPA reserves the right to revise this RFP, including the
desired capacity specifications and the requirements for Proposals, at any time.
Additionally, BRPA reserves the right to accept Proposals other than the lowest cost
Proposal. Respondents should recognize that factors other than cost, as described
above, will be considered during the Proposal evaluation process.




BRPA or its consultant shall not release information submitted relative to this RFP
during the evaluation process, except that BRPA may provide information to
regulatory authorities during the proposal evaluation process. BRPA may also release
the number and names of respondents, including the names of short listed
respondents.




BRPA reserves the right to request additional information from individual
Respondents or to request all Respondents to submit supplemental materials in
fulfillment of the content requirements of this RFP or to meet additional information
needs of BRPA. BRPA also reserves the unilateral right to waive any technical or
format requirements contained in the RFP.
A pre-Proposal Conference will be held on November 13, 2002 at 10:00 am at the
Salem Civic Center (1001 Roanoke Blvd, Salem, Virginia) to address any
questions prospective Respondents may have regarding this RFP and BRPA’s capacity
and energy needs. It is requested that potential Respondents submit their questions
in advance, if possible, so that the answers can be fully researched prior to the pre-
Proposal conference.




BRPA requests that recipients of this RFP complete and return the Notice of Intent
to Respond form by December 2, 2002 . The form should be returned by either
mail or facsimile to Jack Madden at BRPA's engineering consultant, GDS Associates,
Inc. Completed Notice of Intent to Respond forms will be treated confidentially by
BRPA to the extent permitted by law. Prospective Respondents should make their
best efforts to provide accurate information about their planned Proposal; however,
Respondents will not be bound by the information provided in the completed Notice
of Intent to Respond form.




10 copies of each Proposal should be submitted. The Proposal must be delivered by
no later than 5:00 p.m. , December 16, 2002 to:




Copies of each Proposal will be forwarded to the RFP Participants.

				
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