Evaluating Contract Bid Proposals Energy Methods

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					                  CONSUMERS ENERGY COMPANY



                     REQUEST FOR PROPOSALS




                                Bids Due:

              March 2, 2009 12:00 noon EPT (Jackson, MI)

                                  Issued

                            January 29, 2009

               Web Address: www.consumersenergy.com
Select "For Business" / "Electric Power Notices" / "Requests for Proposals"
                                                        Table of Contents

Section                                                                                                                        Page


1.        Introduction.................................................................................................................... 1
2.        Purpose and Scope ....................................................................................................... 2
3.        RFP Schedule and Procedure ....................................................................................... 4
4.        Reservation of Rights .................................................................................................... 6
5.        Confidentiality of Information ......................................................................................... 6
6.        Bidder's Responsibilities ................................................................................................ 6
7.        Minimum Bid Eligibility Requirements ............................................................................ 7
8.        Proposal Content Requirements .................................................................................... 7
9.        Bid Evaluation and Selection Procedures .................................................................... 11
10.       Bidder Pre-Qualification Application ............................................................................ 14
11.       Regulatory Approvals .................................................................................................. 14
12.       Production Tax Credit .................................................................................................. 15


                                                            Appendices

Expression of Interest.......................................................................................Appendix A

Bid Summary............................................................................................... .....Appendix B

Credit Information ......................................................................................... ...Appendix C

Bidder Profile ................................................................................................ ...Appendix D

Financing Plan .................................................................................................Appendix E

Proposal Scoring Criteria Scoring.....................................................................Appendix F
1.    Introduction

1.1   With this Request for Proposals (RFP) Consumers Energy Company (CEC) is
      requesting bids which will result in CEC obtaining up to approximately 17.4 MW of
      nameplate Renewable Energy Resources and approximately 130,000 MWh per year of
      renewable energy for deliveries that begin during the period July 1, 2009 through
      December 31, 2015.

      The general schedule for the RFP process is shown below (See also Section 3.1):

      Issue RFP                                    January 29, 2009
      Pre-Qualification Applications Due           February 5, 2009
      Draft PPA Comments Due                       February 12, 2009
      Proposals Due                                March 2, 2009

1.2   Consumers Energy Company is the principal subsidiary of Jackson-based CMS Energy
      Corporation and is Michigan’s second-largest electric and natural gas utility, providing
      service to more than 6 million of the state’s 10 million residents in all 68 counties in the
      Lower Peninsula. CEC provides electric service to 1.8 million customers and serves
      275 cities and villages in 61 counties. The Company operates 12 coal-fired and two
      oil-fired generating plants, 13 hydroelectric plants, a pumped storage generating plant,
      and several combustion-turbine plants that produce electricity when needed during
      peak demand periods. The utility also purchases power from several sources, such as
      the Palisades nuclear plant and the gas-fired Midland Cogeneration Venture, the
      nation’s first conversion of an idled nuclear plant.

                                    CEC Service Territory




More information about CEC is available by visiting www.consumersenergy.com



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1.3   CEC Renewable Experience

      CEC's renewable experience includes the ownership and long term power purchase
      commitments listed below:

             Technology             MW
       Gas Digester                   1.5
       Hydro                        154.3
       Landfill Gas                  35.3
       Municipal Solid Waste         19.7
       Wind                          70.8
       Wood Waste                   159.2


2. Purpose and Scope

2.1   Purpose and Background

      The purpose of this solicitation is to fulfill a portion of CEC’s renewable capacity and
      renewable energy requirements specified in Michigan Public Act 295 of 2008 (PA 295)
      (http://www.legislature.mi.gov/documents/2007-2008/publicact/pdf/2008-PA-0295.pdf).
      This RFP solicits proposals to acquire capacity, energy, and environmental attributes
      including renewable energy credits (RECs) from Renewable Energy Resources that
      are capable of meeting the conditions of this RFP.

2.2   Product Description

      This RFP seeks to acquire up to approximately 17.4 MW of nameplate rated capacity
      and approximately 130,000 MWh per year from 100% Renewable Energy Resources
      (i.e., no co-firing with a non-renewable fuel) with beginning delivery dates between
      July 1, 2009 and December 31, 2015. CEC expects to contract for the output of
      Renewable Energy Resources acquired pursuant to this RFP by means of one or more
      long term power purchase agreements with initial terms of up to 20 years.

      2.2.1 Renewable Energy Resources: means a resource that naturally replenishes
            over a human (not geological) time frame and that is ultimately derived from
            solar power, water power or wind power. All generation technologies that
            qualify under PA 295 and scalable to the project size requirements of this RFP
            are eligible to bid into this RFP. Such technologies include (but are not limited
            to) the following:

                Solar and solar thermal energy.
                Anaerobic digestion.
                Landfill gas produced by municipal solid waste.
                Wind energy.




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2.2.2 Size: All bidders are asked to price a Renewable Energy Resource project with
      a minimum nameplate rating of 150 kW and a maximum nameplate rating up to,
      but not including, 5 MW.

2.2.3 Capacity, Energy and REC Prices: The power purchase agreement (PPA) will
      provide for a capacity price and a REC price based on the bids received in this
      RFP and an energy price equal to the Midwest Independent Transmission
      System Operator's (MISO) day-ahead Locational Marginal Price (LMP) for
      CEC's load node. Capacity payments under the PPA will be based on the
      amount of capacity that CEC can claim under MISO's Open Access
      Transmission and Energy Markets Tariff and Business Practice Manuals.

      Bidders will establish a capacity price and a REC price for the term of the
      contract. Capacity and REC prices may vary throughout the term of the
      contract, however, the following rules apply:

      (1)    Capacity and REC prices may change only on January 1 of each year
             following the Commercial Operation Date of the project.

      (2)    Yearly capacity and REC prices must be established and fixed in the bid
             proposal. The bidder may submit either (1) a fixed price to be applied in
             each year of the contract term or (2) a different price for each year of the
             contract term.

      (3)    The capacity price must be set on a $/MW-Month basis and the REC
             price must be set on a $/MWh basis.

      (4)    The capacity and REC prices listed in bidder's pricing proposal must be
             in future-year dollars with no adjustments required to determine the price
             CEC will pay for each year of the contract term.

      (5)     The capacity and REC prices (and the energy price established herein)
              must include all capital costs, fixed and variable O&M costs, and any
              other costs associated with delivering the full contracted energy output
              of the facility to the point of delivery specified in the interconnection
              agreement.

      For informational purposes, the following historical averages (all hours) of day-
      ahead LMP for CEC's load node are provided: $43.8/MWh (2006), $48.8/MWh
      (2007), $52.8/MWh (2008).

2.2.4. Delivery and Location: This RFP requests proposals from Renewable Energy
       Resources in which the interconnection point will be a point at which the
       generator is electrically connected to CEC's electric distribution system.
       Information submitted must include identification of proposed interconnection
       points and the status of the interconnection (e.g., application received by CEC,
       study agreement executed, executed interconnection and operating agreement).




                                       3
      2.2.5. Associated Attributes: For purposes of this solicitation, the sale of renewable
             energy to CEC includes the transfer of all capacity and environmental attributes
             including associated RECs and any other current or future environmental
             attributes, including any greenhouse gas emission reductions associated with
             the quantity contracted from the facility from the project for the term of the PPA.

3. RFP Schedule and Procedure

3.1   Schedule: The following schedule and deadlines apply to this RFP. CEC reserves the
      right to extend or otherwise modify any portion of this schedule at any time or terminate
      the RFP process at its sole discretion.

      3.1.1 EPT or Eastern Prevailing Time means Eastern Standard Time or Eastern
            Daylight Savings Time, whichever is in effect in Jackson, Michigan on any date
            specified.

      3.1.2   All proposals are due by 12:00 p.m. EPT, March 2, 2009. CEC expects to
              execute agreements no later than March 20, 2009.

                                Step                                 Timetable

                Notice of Intent Due                   5:00 pm EPT, February 5, 2009

                Bidder Pre-Qualification               5:00 pm EPT, February 5, 2009
                Applications Due

                Bidders Notified of Results of Pre-    February 12, 2009
                Qualification Application Review

                Bidder Contract Comment Period         January 29, 2009 to
                                                       February 12, 2009

                Final Contracts Posted to Website      February 19, 2009

                Proposal Deadline                      12:00 noon, EPT, March 2, 2009

                Initial Qualification Target           March 6, 2009

                Proposal Evaluation Completion         March 13, 2009
                Target

                Contracts Executed with Selected       March 20, 2009
                Suppliers




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3.2   Submittal of Proposals

      This RFP and all of its appendices and forms, and the proposed Renewable Energy
      Purchase Agreement (REPA), are anticipated to be available on January 29, 2009 on
      CEC's website (http:/www.consumersenergy.com) by selecting ―For Business‖, then
      ―Electric Power Notices‖ and lastly, ―Requests for Proposals‖. Interested parties are
      expected to be able to download the RFP with its required forms and complete the
      forms in Microsoft Word format. Bidders should submit properly completed forms by
      the specified deadline either by express mail to the CEC Representative below or by
      electronic mail to the RFP Submission Email Address (pwr-rfp@cmsenergy.com).

      CEC also anticipates mailing a letter on or before January 27, 2009 or sending an
      electronic mail notice on January 29, 2009 to parties that it considers to be likely
      participants in this RFP. The preparation of a proposal may be started at any time
      provided that such preparations are done in accordance with the instructions found in
      this RFP.

      By submitting a proposal in response to this RFP, the bidder certifies that it has not
      divulged, discussed or compared any commercial terms of its proposal with other
      bidders and has not colluded whatsoever with any other party believed to be a
      prospective bidder.

      The preparation and submission of all project proposals will be at the expense of the
      bidder. All proposals shall remain sealed until expiration of the Proposal Deadline.

      CEC Representative

      Consumers Energy Company
      1945 W. Parnall Road
      Jackson, MI 49203
      Attn: Mark T. Devereaux

3.3   Solicitation of Additional Proposals

      CEC reserves the right to solicit additional proposals if it is deemed necessary to do so
      and the right to submit additional information requests to bidders during the bid
      evaluation process.

3.4   Affiliates

      Affiliates of CEC will not be permitted to participate in this RFP.

3.5   Questions

      All questions regarding this RFP should be submitted to the RFP Submission Email
      Address (pwr-rfp@cmsenergy.com). All questions and answers of a non-trivial nature
      will be posted on CEC's website on a periodic basis.




                                               5
4.    Reservation of Rights

      CEC reserves the right, without qualification, to reject any or all proposals and to waive
      any irregularity in submitted information. There is no assurance, expressed or implied,
      that any PPA will be executed pursuant to this RFP. CEC also reserves the right to
      evaluate all offers received in any manner it elects to employ.

      This RFP shall not, by itself, give any right to any party for any claim against CEC.
      Furthermore, by submitting a proposal, the party on whose behalf the proposal is
      submitted shall be deemed to have acknowledged that CEC assumes no liability in any
      fashion with respect to this RFP or any matters related thereto. By submission of a
      proposal, the bidder, for itself as well as for its successors and assignees (if any),
      agrees that, as between bidder and CEC, bidder is to be solely responsible for all
      claims, demands, accounts, damages, costs, losses and expenses of whatsoever kind
      in law or equity, known or unknown, foreseen or unforeseeable, arising from or out of
      this RFP

5.    Confidentiality of Information

      All proposals submitted in response to this RFP become the property of CEC upon
      submittal. CEC will take reasonable precautions and use reasonable efforts to
      maintain the confidentiality of all bids submitted. Bidders should clearly identify each
      page of information considered to be confidential or proprietary. CEC reserves the
      right to release any proposals to agents or consultants for purposes of proposal
      evaluation. CEC’s disclosure policies and standards will automatically bind such
      agents or consultants. Regardless of the confidentiality claimed, all such information
      may be subject to review by the appropriate state authority, or any other governmental
      authority or judicial body with jurisdiction relating to these matters and may be subject
      to legal discovery. Under such circumstances, CEC will make all reasonable efforts to
      protect bidder’s confidential information.

6.    Bidder’s Responsibilities

6.1   Timely Submission of Bids

      It is the bidder’s responsibility to submit all requested material by the deadlines
      specified in this RFP.

6.2   Reliability of Completion

      Bidders are responsible for the timely completion of the project and are required to
      submit proof of their financial and technical capabilities to ensure the successful
      completion of the project.

6.3   Valid Proposal Duration

      Bid pricing must be valid from the Proposal Due Date through the Proposal Evaluation
      Completion Target date, upon which time proposals shall expire unless the bidder has
      been notified and selected as a final award recipient.


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6.4   Interconnection to CEC Distribution System

      Bidders of new projects will be required to submit generation interconnection
      applications to CEC for feasibility, system impact and facilities engineering studies and
      follow the CEC process to obtain generation interconnection. Cost for electrical
      interconnection and upgrades associated with proposed projects are the bidder’s
      responsibility.

6.5   Compliance with Federal and State Regulations

      Bidders must provide documentation that will enable CEC to assess the bidder’s ability
      to comply with all federal and state regulations, and to obtain all permits, licenses and
      approvals necessary to construct and operate the project.

6.6   Clarification of Proposals

      While evaluating proposals, CEC may request additional information about any item in
      the proposal. All requests will be made in writing, and the bidder will be required to
      respond to the request within three (3) business days of receipt of such request or CEC
      may choose to stop evaluating the bid.

7.    Minimum Bid Eligibility Requirements

      This section outlines the minimum requirements that all proposals must meet to be
      eligible to participate in this RFP. Proposals unable to meet the following criteria will be
      deemed to be ineligible and not be considered for further evaluation.

7.1   Proposals must include all applicable content requirements described in Section 8,
      including all requested information and completed forms.

7.2   Proposals must offer documentation that shows an acceptable level of development,
      credit, and technology risk, as determined by CEC’s bid evaluation team.

7.3   Proposals must demonstrate that the bidder’s project development members have
      successfully completed the development, financing and commissioning of at least one
      project in the United States with characteristics similar to the proposed project, and that
      it intends to use experienced suppliers and contractors to construct the project.

8.    Proposal Content Requirements

      This section describes CEC’s expectations and requirements for the RFP bids. CEC
      expects bidders to provide any information that could impact the cost, construction
      schedule, reliability, or output capability of the project. If it appears that certain
      information is inadvertently omitted from a proposal, CEC may contact the bidder to
      obtain the information.

      All proposals must include a table of contents and provide concise and complete
      information on all of the following topics:


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8.1   Bidder’s Information

      Proposals must provide the name of the company, its address, and any company
      representative(s) (name, phone number and Email address). (Appendix A)

8.2   Experience and References

      Provide a general description of the bidder’s background and experience in utility scale
      renewable energy power projects similar to its proposal, including any affiliated
      companies, holding companies, subsidiaries or predecessor companies presently or in
      the past engaged in developing renewable energy power supply projects. In addition,
      provide three (3) or more references from projects where the bidder, or any of its
      affiliates, has completed the development and construction of a power project similar to
      the one proposed to CEC. If the bidder has fewer than three utility scale projects, it
      shall provide as many references as possible. (Appendix D)

8.3   Executive Summary

      Provide an executive summary of the bid’s characteristics and timeline, including any
      unique aspects and benefits.

8.4   Financial Capability

      Provide a general description of bidder's ability to construct, operate and maintain the
      project. (Appendix C).

8.5   Legal Proceedings

      List all lawsuits, regulatory proceedings, or arbitration in which the bidder or its affiliates
      or predecessors have been or are engaged that could affect bidder’s performance of its
      bid. Identify the parties involved in such lawsuits, proceedings, or arbitration, and the
      final resolution or present status of such matters. (Appendix C).

8.6   Type and Terms of Offer

      The proposal must include details on the terms of the proposed REPA, such as
      Capacity Purchase Price, REC Purchase Price, Contract Capacity, Dedicated
      Capacity, Contract RECs, Site Acquisition Milestone Date, Financing Milestone Date,
      Construction Start Milestone Date, Commercial Operation Milestone Date and any
      other relevant details.

8.7   Comments on REPA

      Prospective bidders will be provided the opportunity to comment on the draft REPA.
      Comments from prospective bidders regarding the contract terms may be submitted to
      CEC via electronic mail. Bidders should download the REPA from CEC's website (see
      Section 3.2 above) and submit comments in red-lined form to the RFP Submission
      Email Address (pwr-rfp@cmsenergy.com) by the specified deadline. Based on


                                                 8
      comments received from bidders, CEC reserves the right to modify the terms of the
      contract prior to the date binding bids are due. Bidders must agree to the terms of the
      final contract in advance of submitting binding bids. The terms of the contract will not
      be subject to negotiation with the winning bidders.

8.8   Facility Information

      In addition to completing Appendix B (Bid Summary), proposals must also include
      narratives containing adequate detail to allow CEC to evaluate the merits and credibility
      of the proposed resources. Respondents must address the following topics:

      8.8.1 Size: Proposals must provide the project acreage and nameplate rating.

             A.     Solar Photovoltaic or Solar Thermal Energy

             Bidders must document the source of meteorological data used in the required
             generation production calculations provided. This may include theoretical
             modeling or a combination of on-site metered data. Bidders must provide the
             resource data measurement method used to derive the data (for example,
             whether it was collected on site, at a nearby station, or inferred from satellite
             data), and must identify the number of years of solar data available and
             employed in the average expected hourly generation calculations as well as
             describe the accuracy of that data. If the measurement method relies entirely—
             or in part—on theoretical data, the bidder should include background
             information on the firm that conducted the study, the technology employed and
             any track record attesting to the accuracy of the methods used.

             B.     Wind Energy

             Wind energy proposals must provide the source and basis of the wind speed
             data used in the development of energy projections for the project. Explain the
             assumptions for wake losses, line losses, etc., and the location where the data
             was measured. Also provide the contact information, resume and experience of
             the consulting meteorologist (if any) engaged for wind measurement and energy
             projections from the proposed project.

             C.     Hydroelectric Facility

             Please provide a summary of all collected hydro data for the site and
             characterize the hydro project’s proposed production levels. Describe land lease
             and rights issues.

             D.     Geothermal Resources

             Please provide a summary of all collected geothermal data for the proposed site
             and characterize the geothermal resource quality, quantity and proposed
             production levels. Describe land lease and rights issues and describe test
             drilling performed (if applicable).



                                              9
       E.      Biomass Energy

       Proposals shall include information describing applicable gas quality, fuel types,
       fuel sources, fuel contracts, fuel procurement/transportation plans, fuel price risk
       and fuel availability risk issues. Describe the quantity and type of all
       environmental permits for air and water compliance required to develop the
       project, and if such permits and approvals are not already in the bidder’s
       possession, provide information regarding the plan to acquire such permits and
       associated approvals. Proposals should also include gas production forecast
       for resources identified, including decay rate of gas production from landfill or
       digester processes for closed or active sources, and forecast for future sources
       planned.

8.8.2 Energy Production Profile: All proposals must provide either a "typical week"
      energy production profile for each calendar month of a typical calendar year or
      an 8,760 hourly energy production profile for a typical calendar year.

8.8.3 Location: Proposals shall include the project location, the merits of the
      selected site, and the proposed land rights (including permitting issues).
      Provide copies or summaries of leases, easements, and/or other ownership
      documents that demonstrate that the bidder has control of the intended project
      properties and the legal right to construct, interconnect and operate the project
      as described.

8.8.4 Project Layout: Proposals must show anticipated placement of turbines or
      engines and other project facilities, including transmission layouts and the Point
      of Delivery.

8.8.5 Reliability of Proposed Technology: Proposals must provide the description,
      size, number and manufacturer of the generation equipment that will be used,
      including a summary of the commercial operating experience of the equipment
      chosen. Where applicable, bidders should also indicate significant turbine or
      engine warranty terms it expects to secure from the proposed turbine or engine
      supplier. If a final equipment selection has not been made, list the candidates
      under consideration and the status and schedule of the selection process. Also
      provide a description of the system intended to provide real-time telemetering
      data (i.e. wind speed, availability, production etc.) to the power purchaser.

8.8.6 Interconnection: Proposals must include copies of all studies prepared or
      required by CEC.

8.8.7 Project and Construction Schedule: Schedules must include major
      milestones such as completion of permitting, financing, regulatory requirements,
      major construction, testing, Commercial Operation Date, etc.

8.8.8 Financing Plan: Bidders must provide a proposed financing plan for the
      project, including: (a) A letter from a nationally recognized financial institution or
      investment source, acceptable to CEC, that the bidder's project is financeable,
      or (b) A statement from a certified public accountant or recognized financial


                                         10
             institution, acceptable to CEC, that the legal entity that will enter into a REPA
             with CEC has sufficient equity capability to finance the project fully without
             relying upon external financial resources. Also provide the proposed on-going
             debt-equity ratio to be carried by the project during construction and during
             operation.

9.    Bid Evaluation and Selection Procedures

      This section describes CEC’s expectations and requirements for the RFP bids. CEC
      expects bidders to provide any information that could impact the cost, construction
      schedule, reliability, or output capability of the project. If it appears that certain
      information is inadvertently omitted from a proposal, CEC may contact the bidder to
      obtain the information.

9.1   The objective of the CEC bid evaluation is to identify the proposal or proposals which
      best meet the needs identified in this solicitation. The evaluation process will be
      conducted using the scoring criteria and Bid Price Debit values in Appendix F to adjust
      the sum of the capacity and REC bid prices (such sum being the "Total Bid Price").
      This adjustment of bid prices is for evaluation purposes only and will not affect the price
      of capacity, energy or RECs in any resulting PPA.

      Bids will be evaluated using a multi-step process as follows:

      A.     The information provided in each bid will first be evaluated for completeness
             and consistency with the proposal content and bid requirements outlined in this
             RFP.

      B.     As a result of this screening review, CEC will eliminate bids that do not meet the
             requirements described in this RFP from further consideration. Given the short
             amount of time allotted to evaluate the bids, CEC will limit follow up contacts to
             clarify bids or request additional information only to those bids that meet the
             requirements described in this RFP. The bid evaluation process will include an
             assessment of both price and non-price factors.

      C.     CEC intends to calculate the net present value of each bidder’s Total Bid Price
             as adjusted by the scoring criteria. CEC will then select the lowest cost bids (or
             portions thereof) that comprise the 130,000 MWh for this RFP. In the event of a
             tie, the tied bidders will be asked to re-bid the portions of their proposals that
             would comprise all or a part of the 130,000 MWh desired under this RFP.

      CEC will not accept updated pricing from bidders during the evaluation period.
      Preliminary due diligence will also be conducted at this stage to identify any flaws
      associated with the bid that are unacceptable to CEC, such as an exceptionally high
      level of development, credit, or technology risk. As a result of this screening, CEC may
      either eliminate bids from further consideration, or contact bidders to clarify information
      or request additional information.

      To understand the application of the scoring criteria with respect to proposal
      evaluations, consider a 4 MW (3.6 MW unforced capacity value) landfill-gas project


                                              11
      with a Commercial Operation Date that may occur in the years 2010 through 2014, a
      Contract Energy amount equal to 29,800 MWh, a Capacity Purchase Price bid of 6,900
      $/MW-Month and a REC Purchase Price bid of $40/MWh. The bidder has a 20-year
      lease for the Plant Site (located within ½ mile of a CEC distribution substation), but has
      limited permitting experience. The bidder, having previously been involved with a
      similar project three years ago using the same proven generation technology, already
      has secured financing with a nationally recognized financial institution and was recently
      notified that the distribution interconnection study for its project has been completed.
      Finally, CEC determines that the timelines provided for permitting the project are
      feasible for Commercial Operation Dates in any of the years from 2010 through 2014.
      For evaluation purposes, this bidder’s bid price will be adjusted as follows and used to
      compare against the adjusted price of other bidders:

             10.000 $/MWh (capacity price bid; [$6,900 x 3.6 MW x 12 Mos / 29,800 MWh])
      Plus   40.000 $/MWh (Converted REC Purchase Price bid)
      Less    2.500 $/MWh (Location Bid Price Debit)
      Less    5.000 $/MWh (Experience Bid Price Debit)
      Less    3.571 $/MWh (Commercial Operation Date Bid Price Debit)
      Less    2.500 $/MWh (Time and Feasibility Bid Price Debit)
      Less    1.250 $/MWh (Interconnection Study Complete Bid Price Debit)
      Less    1.250 $/MWh (Ownership, Lease or Option Bid Price Debit)
      Less    2.500 $/MWh (Proven Generation Technology Bid Price Debit)
      Less    5.000 $/MWh (Financing Bid Price Debit)
       =     26.429 $/MWh

      Note: It is understood that the number of RECs provided by a project are not solely a
      function of the total MWh delivered. Therefore, the bidder should convert its desired
      per REC price to a $/MWh basis. For example, in the case above suppose that the
      bidder anticipates that 15,880 MWh of the 29,800 MWh generated are delivered during
      on-peak hours and that no other Michigan Incentive RECs apply. In this example, the
      number of RECs expected to be generated equals 29,800 plus 15,880/5 for a total of
      32,976 RECs. If the bidder desires REC compensation at $36.15/REC, then this price
      would be converted to $/MWh by multiplying $36.15 x 32,976 and dividing by 29,800.

9.2   Only execution of a definitive agreement by both CEC and the bidder on mutually
      acceptable terms will constitute a ―winning bid proposal‖.

9.3   The Bid Price Debit factors identified in Appendix F are described below.

      A.     Location: The location of the project relative to CEC’s distribution system. To
             receive a Bid Price Debit for ―Location‖ the proposal shall prove that the project
             is located within one (1) mile of a CEC distribution substation.

      B.     Developer Experience: To help ensure a timely and successful completion of
             the proposed project, CEC strongly prefers bidders with a successful history of
             developing similar projects in the United States. To receive a Bid Price Debit for
             ―Experience‖ the bidder of the project must prove that it has experience in
             developing the proposed project or that each of its project team members have
             such experience by proving that it (they) has (have) taken an identical role in


                                              12
     one commercially operating similar facility in the United States. A "similar
     facility" will mean a project with the same generation technology, fuel and
     environmental control equipment which has been commercially operating for at
     least two years. The bidder must identify such similar facility and state the
     specific type of generation technology that the proposed project has in common
     with such facility.

C.   Commercial Operation Date: CEC prefers proposals that provide flexibility
     with respect to the year the project begins commercial operation. Therefore,
     CEC will award Bid Price Debits for ―Commercial Operation Date‖ based on the
     number of years (bidder should specify which years) in which the project can
     begin commercial operation without adjustments to the bid capacity and REC
     prices. The proposal's project and construction schedule must support the
     dates proposed.

D.   Time and Feasibility: CEC will review the timelines for acquiring, and the
     feasibility of obtaining, all required permits and land rights (including those
     required for new distribution facilities). Proposals that have timelines judged to
     be feasible by CEC will receive a Bid Price Debit for "Time and Feasibility".

E.   Interconnection: Bidders must provide the status and schedule for completion
     of the necessary interconnection arrangements to provide the delivery of energy
     at the point of delivery. If an interconnection study has been completed, the
     bidder must submit a copy of the notification from CEC's Electric System
     Planning and Protection Department that the study has been completed along
     with a copy of the study (proposals that include such documentation will receive
     the Bid Price Debits shown in Appendix F with respect to "Study Complete"). If
     the interconnection agreement has been executed, the bidder must submit a
     copy of the fully executed interconnection agreement (proposals that include
     such agreement will receive the Bid Price Debits shown in Appendix F with
     respect to "Interconnection Agreement Complete"). If the interconnection has
     been completed and is ready to be energized to the grid, bidder shall provide
     written documentation confirming such readiness (proposals that include such
     documentation will receive the Bid Price Debits shown in Appendix F with
     respect to "Construction Complete").

F.   Property and Site Control: CEC prefers bids that demonstrate a high level of
     site control through executed land leases/easements. To receive a Bid Price
     Debit for ―Ownership, Lease or Option‖ the proposal shall prove a level of site
     control by providing, at a minimum, evidence of ownership, lease rights, or a
     fully executed contract with an option to either purchase the site or lease the site
     for the contract term. Such an option shall not be contingent upon any
     conditions other than execution of the PPA. The term of such an option shall
     extend to the latest possible Construction Start Date. The site must be located
     in CEC's electric distribution service area.

     To receive a Bid Price Debit for ―Licensing (permitting)‖ the proposal shall also
     prove, by evidence satisfactory to CEC, a level of site control by showing that
     the bidder has: (1) licensing/permitting experience, (2) level of understanding of


                                      13
              the licensing/permitting requirements and process applicable to the proposed
              Plant, (3) completeness and feasibility of licensing/permitting plan and schedule
              and current status of licensing/permitting effort, (4) understanding and
              disclosure of licensing/permitting risks, issues and constraints and (5)
              thoroughness and understanding regarding overall by-product and waste
              management (including emissions, if applicable).

       G.     Proven Generation Technology: To receive a Bid Price Debit for "Proven
              Generation Technology" the bidder must demonstrate that the technology has
              been commercially operating for at least five years at capacity factors within
              design and dispatch parameters.

       H.     Probability of Financing: In the evaluation of proposals, CEC will assess the
              reasonableness of the proposed financing plan, project budget, pro forma
              financials and whether the bidder has demonstrated success in financing past
              projects in the United States. To receive a Bid Price Debit for ―Financing‖ all
              bidders must prove that a financial package can be put in place, by submitting at
              least one of the following:

              1.     A letter from a nationally recognized financial institution or investment
                     source, acceptable to CEC, that the bidder's project is financeable.

              2.     A statement from a certified public accountant or recognized financial
                     institution, acceptable to CEC, that the legal entity that will enter into a
                     PPA with CEC has sufficient equity capability to finance the project fully
                     without relying upon external financial resources.

              The bidder may submit a list of financial institutions, investment sources and
              certified public accountants to CEC's representative in Section 3.2 for review
              and approval prior to proposal submission.

10.    Bidder Pre-Qualification Application

10.1   Bidders shall submit a complete Pre-Qualification Application through the RFP
       Submission Email Address (pwr-rfp@cmsenergy.com) no later than 5:00 pm EPT on
       February 5, 2009. The Pre-Qualification Application consists of the information
       requested in Appendices A and C.

11.    Regulatory Approvals

11.1   Bidder agrees to cooperate, to the fullest extent necessary, to obtain any and all State,
       Federal, or other regulatory approvals required for the effectiveness of the REPA.

11.2   The REPA shall also be dependent upon CEC obtaining Michigan Public Service
       Commission approval that the costs of capacity, energy and RECs purchased pursuant
       to the REPA will be recoverable in the rates charged to CEC's jurisdictional customers.




                                               14
12.   Production Tax Credit

        All proposals should assume that the Production Tax Credit (PTC) expires upon its
currently scheduled expiration date and is not renewed or extended. The REPA will provide
for a pricing adjustment if the PTC is renewed or extended.




                                            15
                                          Appendix A
                                 Expression of Interest Form


Email to: pwr-rfp@cmsenergy.com

Due: By 5:00 p.m. EPT, February 5, 2009

Note that completion of all information is required.

This response is an indication of our interest in the CEC Request for nameplate renewable
energy facilities capable of being operational by December 31, 2015. This response also
establishes contact information for future communications regarding this RFP.


Company:              __________________________________________________
                             (legal name of entity of intended signatory to a contract)

Contact Name:         __________________________________________________

Contact Title:        __________________________________________________

Address:              __________________________________________________

City:                 _____________________            State: ________         Zip: _______

Phone Number:         __________________________________________________

Fax Number:           __________________________________________________

E-mail address:       __________________________________________________

Resource type:        ___ Solar photovoltaic or solar thermal ___Wind energy
                      ___ Hydroelectric facility ___Geothermal ___ Biomass

Estimated Nameplate Capacity Rating:         _____________




                                                  16
                                      Appendix B-1

                                        Bid Summary


Project Name _____________________________

Unique Bid Name __________________________

Estimated Commercial Operation Dates (mm/dd/yy) _________, ________, _________,
_________, __________, __________, ___________

Name Plate Capacity Rating (MW) _______

Resource/Technology Type: ____________________________

Expected Resource Adequacy Capacity (See REPA) (MW): __________

Expected Annual Production (Delivered Energy – see REPA) (MWh) ________

Have turbines/engines/equipment for this project been secured, purchased?

Site Information:

Site Address/Legal Description: _____________________________________________

Site Geographic Location:     Latitude: ___________       Longitude: ______________

County: ___________ City: ____________ State: ______ Zip:_____

Site Control:    _____Already Own Site
                _____Site Purchase Pending
                _____Currently lease site, % (acres) leased______

Is there potential for expansion? Yes ___ No ___

What is possible additional acreage available? ________

Please attach a copy of all leases, easements or other ownership documentation.

Distribution Interconnection:

Point of Delivery: ________________________

County: ___________ City: ____________ State: ______ Zip: _____

Substation Name: ________________________

Interconnection Voltage: ___________________
                                              17
                                        Appendix B-2
Has a CEC feasibility study been performed for the proposed project? Yes ___ No __

Please attach a copy of the executed interconnection agreement, or if such agreement has
not been executed, please attach a copy of all CEC interconnection studies and / or the
expected completion date. ________

Please attach a layout that depicts turbines, engines, other collection system facilities,
transmission interconnection and the point of delivery.

Permits:

Have you contacted permitting agencies regarding this project, and identified the necessary
permits?

City: Yes: __ No:__ County: Yes: __ No:__ State: Yes: __ No:__

Federal: Yes: __ No: __

On an additional sheet, list and describe all city, county, state and federal permits required for
this project. Include: status, duration, planned steps, critical milestones and acquisition
timeline.

Reliability of Proposed Technology:

Has final equipment selection been made Yes _____ No ______

If yes, provide the major equipment information:

Quantity______ Size _______ Manufacturer___________

Please attach a summary of the equipment warranty terms.

If no, please provide the major equipment manufacturer candidates:

1.________________________________________________

2. ________________________________________________

Please attach a description of the status and scheduled selection process.




                                                18
                      Appendix B-3 (for wind projects only)
Please provide a description of the system intended to provide real time telemetry data.

Wind Data:

Wind speed data:

Source: ___________ Basis: ____________

Measurement height: ___________


Consulting Meteorologist Information:

Name: _______________________________________________

Address: ______________________________________________

Contact Number: ______________________________________

Please attach the resume of this consulting meteorologist.




                                              19
                                         Appendix C
                                     Credit Application
                             Bidder’s Credit-Related Information

Provide the following data to enable CEC to assess the financial viability of the bidder as well
as the entity providing the credit support on behalf of the bidder (if applicable). Include any
additional sheets and materials with this Appendix as necessary. As necessary, please
specify whether the information provided is for the bidder, its parent or the entity providing the
credit support on behalf of the bidder.


Full Legal Name of the Bidder:________________________________________
Dun & Bradstreet No. of Bidder: _______________________________________

Type of Organization: (Corporation, Partnership, etc.) _____________________

Bidder’s Percent Ownership in Proposed Project:___________________________

Full Legal Name(s) of Parent Corporation________________________________

Entity Providing Credit Support on Behalf of Bidder (if applicable)____________
Dun & Bradstreet No. of Entity Providing Credit Support: ____________________

Address for each entity referenced (provide additional sheets, if necessary)______

__________________________________________________________________

Type of Relationship _________________________________________________

Current Senior Unsecured Debt Rating from each of S&P and Moody’s Rating
Agencies (specify the entity these ratings are for) __________________________

OR, if bidder does not have a current Senior Unsecured Debt Rating, then

Tangible Net Worth _________________________

Bank References & Name of Institution: _________________________________

Bank Contact: Name, Title, Address and Phone Number:____________________

__________________________________________________________________

Pending Legal Disputes, if any (describe):_______________________________

_______________________________________________________________________

Financial Statements: (Please provide copies of the Annual Reports for the three most recent
fiscal years and quarterly report for the most recent quarter ended, if available. If available
electronically, please provide link.
                                                20
                                            Appendix D
                                            Bidder Profile



Please list Bidder’s Affiliate companies:


Please attach a summary of Bidder’s background and experience in Renewable Energy
Resource projects.


References:

1. Company

Contact Name;

Contact Number:

Project:



2. Company

Contact Name;

Contact Number

Project:


3. Company

Contact Name;

Contact Number

Project:




                                                 21
                 Appendix E
(Financing Plan – See attached Excel Spreadsheet)




                       22
                                     Appendix F
                             Proposal Scoring Criteria
                                 (See Section 9.3)

                Bid Price Debit Factor                     Bid Price Debit ($/MWh)
Location                                                                  2.50
Experience                                                                5.00
Commercial Operation Date (debits are not additive)
                       COD must occur in specific year                    0.00
      COD may occur in more than 1 year, but not all      (No. of Years of COD Flexibility )
                                                                                               x 5.0
                                                  years                   7

     COD may occur in any year of the 7-year period                       5.00
Time and Feasibility                                                      2.50
Interconnection (debits are not additive)
                                Construction complete                     5.00
                 Interconnection agreement complete                       2.50
                                         Study complete                   1.25
Site Control (debits are additive)
                          Ownership, Lease or Option                      1.25
                                 Licensing (permitting)                   1.25
Proven Generation Technology                                              2.50
Financing                                                                 5.00




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