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STANDARD PRODUCTS RFP
Posted 26 April 2011
Commonwealth Edison Company
2011 Standard Products Request for Proposals
Process and Rules
April 26, 2011
STANDARD PRODUCTS RFP
Posted 26 April 2011
TABLE OF CONTENTS
ARTICLE I. INTRODUCTION ..................................................................... 2
I.1. Overview .............................................................................................. 2
I.2. Products and Bids .................................................................................... 3
I.3. Submission of Proposals ............................................................................ 7
I.4. Seller Obligations .................................................................................. 10
I.5. Summary of RFP Documents ..................................................................... 10
ARTICLE II. Information and Schedule .....................................................12
II.1. RFP Web Site ....................................................................................... 12
II.2. RFP Schedule ....................................................................................... 13
ARTICLE III. General Requirements for Proposals ........................................15
ARTICLE IV. Part 1 Proposal Requirements ................................................18
IV.1. Contact Information and Representations .................................................... 18
IV.2. Bid Participation Fee.............................................................................. 19
IV.3. Officer Representations .......................................................................... 20
IV.4. Financial Requirements........................................................................... 20
IV.5. Bidders Applying Under Agency Agreements .................................................. 24
IV.6. Elections ............................................................................................ 26
IV.7. Regulatory Representation ....................................................................... 27
IV.8. Foreign Entity as RFP Guarantor ................................................................ 27
ARTICLE V. Part 2 Proposal Requirements ................................................30
V.1. Contact Information and Representations .................................................... 30
V.2. Pre-Bid Letter of Credit .......................................................................... 33
V.3. STP Master Agreement Documents ............................................................. 34
V.4. Bids ................................................................................................... 36
ARTICLE VI. Process...........................................................................41
VI.1. Part 1 and Part 2 Proposals: Submission and Processing ................................... 41
VI.2. Bid and Post-Bid Process ......................................................................... 50
VI.3. Personnel and Confidentiality ................................................................... 55
ARTICLE VII. Reserved Rights ................................................................57
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ARTICLE I. INTRODUCTION
I.1. Overview
I.1.1. Capitalized terms in this document are either defined explicitly herein or are defined
in the Master Power Purchase and Sale Agreement (“STP Master Agreement”), which
is attached as Appendix 1.
I.1.2. Pursuant to Illinois Public Act 95-0481, effective August 28, 2007 (the “Act”),
including the Act’s amendments to the Public Utilities Act (“PUA”), the Illinois Power
Agency (“IPA”) filed a Procurement Plan with the Illinois Commerce Commission
(“ICC”) on September 29, 2010. The Procurement Plan provides for purchase of
electric supply to serve certain customers of Commonwealth Edison Company
(“Company” or “ComEd”) over the five-year period beginning on June 1, 2011 and
ending on May 31, 2016.
I.1.3. The ICC issued an Order on December 21, 2010 substantially approving the IPA’s
Procurement Plan. For purposes of this document the “Procurement Plan” means the
Procurement Plan as amended by this ICC Order. The Procurement Plan specifies that
a series of Request for Proposals (“RFPs”) will be issued to procure specific quantities
of on-peak and off-peak energy to be delivered in each of the monthly periods from
June 1, 2011 through May 31, 2016 from suppliers. The present document, in
conjunction with all its appendices as described in more detail in Section I.5, is one
such RFP. This RFP is issued to procure energy delivered from June 1, 2011 to May
31, 2014. The present document alone is referred to as the “STP Rules”. The STP
Rules detail the qualification standards and bidding process.
I.1.4. The IPA has retained NERA Economic Consulting (“NERA”) as the Procurement
Administrator for the present RFP. The ICC has retained Boston Pacific Company, Inc.
(“Boston Pacific”) as the Procurement Monitor. The Procurement Monitor will
monitor the progress of the procurement event for the ICC and will report to the ICC.
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I.1.5. A Proposal is a response to this RFP. A supplier that submits any part of a response to
this RFP is a Bidder.
I.1.6. A Proposal consists of two (2) parts. The first part of the Proposal (“Part 1 Proposal”)
is the Bidder’s response to the qualification standards described in Article IV of these
STP Rules. Bidders that qualify pursuant to a successful Part 1 Proposal may submit
the second part of the Proposal (“Part 2 Proposal”). The Part 2 Proposal, described in
detail in Article V, includes the Bidder’s offers and financial support for these offers.
I.2. Products and Bids
I.2.1. This RFP solicits suppliers to deliver specific quantities of on-peak and off-peak
energy in each monthly period from June 1, 2011 through May 31, 2014. All on-peak
hours in a given month constitute the on-peak Segment for that month and all off-
peak hours constitute the off-peak Segment for that month. A Product is a constant
quantity of energy to be delivered at the ComEd Zone in either the on-peak Segment
or the off-peak Segment of a specific month. There are thus potentially seventy-two
(72) Products, with one Product corresponding either to the on-peak Segment or to
the off-peak Segment of a specific month.
I.2.2. The Procurement Plan specifies a quantity, in megawatts (“MW”), for each Product.
The Target for each Product is the quantity of each Product that this RFP seeks to
procure expressed in number of 50 MW blocks. Targets are given in
I.2.3.
I.2.4. Table I-1. Of these seventy-two (72) Products, the Target for nineteen (19) of these
Products is zero. Thus, this RFP seeks to procure fifty-three (53) Products.
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Table I-1. Targets (number of blocks of 50 MW each)
Product Target Product Target
June 2011 On-Peak 31 June 2011 Off-Peak 24
July 2011 On-Peak 29 July 2011 Off-Peak 30
August 2011 On-Peak 27 August 2011 Off-Peak 27
September 2011 On-Peak 27 September 2011 Off-Peak 15
October 2011 On-Peak 17 October 2011 Off-Peak 5
November 2011 On-Peak 26 November 2011 Off-Peak 14
December 2011 On-Peak 30 December 2011 Off-Peak 25
January 2012 On-Peak 30 January 2012 Off-Peak 26
February 2012 On-Peak 28 February 2012 Off-Peak 23
March 2012 On-Peak 24 March 2012 Off-Peak 14
April 2012 On-Peak 15 April 2012 Off-Peak 5
May 2012 On-Peak 18 May 2012 Off-Peak 5
June 2012 On-Peak 12 June 2012 Off-Peak 0
July 2012 On-Peak 30 July 2012 Off-Peak 12
August 2012 On-Peak 23 August 2012 Off-Peak 6
September 2012 On-Peak 0 September 2012 Off-Peak 0
October 2012 On-Peak 0 October 2012 Off-Peak 0
November 2012 On-Peak 0 November 2012 Off-Peak 0
December 2012 On-Peak 0 December 2012 Off-Peak 0
January 2013 On-Peak 0 January 2013 Off-Peak 0
February 2013 On-Peak 0 February 2013 Off-Peak 0
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March 2013 On-Peak 0 March 2013 Off-Peak 0
April 2013 On-Peak 0 April 2013 Off-Peak 0
May 2013 On-Peak 0 May 2013 Off-Peak 0
June 2013 On-Peak 36 June 2013 Off-Peak 25
July 2013 On-Peak 45 July 2013 Off-Peak 36
August 2013 On-Peak 42 August 2013 Off-Peak 33
September 2013 On-Peak 26 September 2013 Off-Peak 21
October 2013 On-Peak 27 October 2013 Off-Peak 22
November 2013 On-Peak 29 November 2013 Off-Peak 25
December 2013 On-Peak 35 December 2013 Off-Peak 25
January 2014 On-Peak 30 January 2014 Off-Peak 26
February 2014 On-Peak 32 February 2014 Off-Peak 29
March 2014 On-Peak 29 March 2014 Off-Peak 25
April 2014 On-Peak 26 April 2014 Off-Peak 22
May 2014 On-Peak 27 May 2014 Off-Peak 22
I.2.5. Included Retail Customers are residential and non-residential customers below 100 kW
that are currently taking generation service from ComEd. The requirements of
Included Retail Customers will be met from a variety of sources, including but not
limited to the Products procured through this RFP, the Products procured through the
2010 RFP, and the multi-year financial swap contract entered into by ComEd with
Exelon Generation Company pursuant to the Act’s revisions to the PUA (220 ILCS 5/16-
111.5(k)). The amounts to be procured through this RFP are provided as Targets in
I.2.6.
I.2.7. Table I-1 above.
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I.2.8. A Bidder may bid on any number of Products and may bid on all Products. For each
Product, a Bidder may bid on any number of blocks up to and including the Target for
that Product.
I.2.9. A Combination is a grouping of two or more Products. A Bidder may bid on one or
more of twenty-two (22) specific Combinations, consisting of eleven (11) groupings of
on-peak Products and eleven (11) groupings of off-peak Products. These groupings
are: July and August 2011 on-peak and off-peak; October, November, and December
2011 on-peak and off-peak; January and February 2012 on-peak and off-peak; March
and April 2012 on-peak and off-peak; June 2011 to May 2012 on-peak and off-peak;
July and August 2012 on-peak and off-peak; July and August 2013 on-peak and off-
peak; October, November, and December 2013 on-peak and off-peak; January and
February 2014 on-peak and off-peak; March and April 2014 on-peak and off-peak; and
June 2013 to May 2014 on-peak and off-peak.
I.2.10. The number of blocks available for each Combination is the minimum Target for the
Products in that Combination. A Bidder may bid on any number of blocks for a
Combination, up to and including the number of blocks available for that
Combination. The number of blocks available for each Combination is provided in
Table I-2.
I.2.11. Some Combinations, such as the Combination of October, November, and December
2012, are not available because the Target for at least one of the Products in the
Combination is zero.
Table I-2. Number Blocks Available for Each Combination
Blocks Blocks
Combination of On-Peak Products Combination of Off-Peak Products
Available Available
July and August 2011 27 July and August 2011 27
October, November and December October, November and December
2011
17 2011
5
January and February 2012 28 January and February 2012 23
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Blocks Blocks
Combination of On-Peak Products Combination of Off-Peak Products
Available Available
March and April 2012 15 March and April 2012 5
June 2011 to May 2012 15 June 2011 to May 2012 5
July and August 2012 23 July and August 2012 6
July and August 2013 42 July and August 2013 33
October, November and December October, November and December
2013
27 2013
22
January and February 2014 30 January and February 2014 26
March and April 2014 26 March and April 2014 22
June 2013 to May 2014 26 June 2013 to May 2014 21
I.2.12. A Bid is a price in $/MWh for one (1) block of a Product or for a block of a
Combination. The Bid is the price that the Bidder is willing to accept to deliver each
MWh in one (1) block.
I.2.13. A Bidder may bid both on a Product and on a Combination that includes this Product.
I.2.14. A Bidder must specify a maximum willingness to supply (in blocks) for each Segment
of each month. The maximum willingness to supply for a Segment of a month does
not exceed the Target for that Segment and month, as provided in
I.2.15.
I.2.16. Table I-1 above.
I.2.17. The evaluation of Bids proceeds in two steps. In the first step, all Bids that fail to
meet the benchmarks established by the Procurement Administrator, the
Procurement Monitor, and the IPA are eliminated. This is further discussed in
Paragraph VI.2.7. In the second step, the Procurement Administrator evaluates the
Bids that meet or beat the benchmarks and selects a package of Bids that procures all
needed blocks at the lowest average cost per MWh. This package of Bids is called the
Least Cost Package.
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I.3. Submission of Proposals
I.3.1. Bidders must use the Part 1 Form provided as Appendix 2 of these STP Rules as well as
the Supplement to the Part 1 Form to respond to the qualification standards
described in Article IV of these STP Rules. The Part 1 Form, the Supplement to the
Part 1 Form, as well as other Forms mentioned in these STP Rules, are available
electronically on the RFP Web site, www.comed-energyrfp.com.
I.3.2. The Part 1 Proposal for a Bidder consists of one (1) electronic copy and three (3)
hardcopy original completed Part 1 Forms as well as one (1) copy of all documents
required by the Part 1 Form, including the Supplement to the Part 1 Form. One (1)
copy of the Part 1 Form, the Supplement to the Part 1 Form, as well as any Draft
Letter of Credit, must be submitted electronically in Microsoft Word, either on a
Compact Disk (“CD”) that is included with the Part 1 Proposal or by email to the
Procurement Administrator at ComEdPA@nera.com. Other additional documents
required for the Part 1 Proposal can be submitted either in hard copy, or in electronic
format on a CD. The qualification standards include the submission of contact
information, general representations, and proof of payment of a Bid Participation
Fee.
I.3.3. Bidders must use the Part 2 Form provided as Appendix 3 of these STP Rules and the
Bid Form provided as Appendix 4 of these STP Rules to respond to the Part 2 Proposal
requirements described in Article V of these STP Rules. The Part 2 Proposal consists
of three (3) hardcopy original completed Part 2 Forms, one (1) Bid Form, and all other
documents required by the Part 2 Form, in the number of originals specified in Article
V. The Part 2 Proposal requirements include additional representations, two (2)
executed signature pages from the STP Master Agreement, submission of Bids, and
submission of a Pre-Bid Letter of Credit in an amount sufficient to support the Bids.
I.3.4. A schedule for this RFP is provided in Table II-1. Any updates will be provided on the
RFP Web site www.comed-energyrfp.com. Part 1 Proposals are received and
processed during a specific timeframe, the Part 1 Window. The last day of the Part 1
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Window is called the Part 1 Date. All times in this RFP are Central Prevailing Times
(“CPT”) unless specifically noted. A Bidder that submits a Part 1 Proposal by the Part
1 Date and that is qualified pursuant to its Part 1 Proposal may submit a Part 2
Proposal. A Bidder that submits a Part 1 Proposal will be notified whether it has
qualified to submit a Part 2 Proposal.
I.3.5. Part 2 Proposals are received and processed during a specific timeframe, the Part 2
Window. The last day of the Part 2 Window is called the Part 2 Date. All materials
for the Part 2 Proposals, except the Bidder’s Bids, must be received by 12 PM (noon)
on the Part 2 Date. The day that Bids are due is called the Bid Date. The Bidder’s
Bids must be received between 10 AM and 12 PM (noon) on the Bid Date. All Bids
from Part 2 Proposals that are complete and compliant by 3 PM on the Bid Date are
evaluated on the Bid Date.
I.3.6. Within one (1) business day of the Bid Date, the Procurement Administrator will
submit to the ICC a confidential report that will provide the results of the bidding for
each Product and for each Combination as well as a recommendation on whether
these results should be accepted or rejected. Also within one (1) business day of the
Bid Date, the Procurement Monitor will submit to the ICC a confidential report
regarding the results of the RFP. The ICC will decide whether to accept or reject the
results of the RFP within two (2) business days of receiving the confidential reports
from both the Procurement Administrator and the Procurement Monitor.
I.3.7. If the ICC accepts the results of the RFP, ComEd will file its generation supply charges
for each customer group within two (2) business days of the ICC decision. ComEd and
each winning Bidder will execute the Confirmation of the transaction as provided in
the STP Master Agreement within three (3) business days of the ICC decision.
I.3.8. If the ICC rejects the results of the procurement event or if not all blocks of each
month and Segment are filled, the Procurement Administrator, the Procurement
Monitor, and the ICC Staff will meet within ten (10) days of the ICC decision to
analyze potential causes of low supplier interest or causes for the ICC decision. The
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Procurement Administrator may implement changes and hold a second procurement
event if such changes would address the concerns that caused the Commission to
reject the results of the first procurement event.
I.4. Seller Obligations
I.4.1. The results of this procurement event are subject to approval by the ICC. If the ICC
approves the results of the procurement event, a winning Bidder becomes a Seller of
energy to ComEd for at least one Segment of one month during the period from June
1, 2011 to May 31, 2014.
I.4.2. This section describes in general terms a few key provisions of the STP Master
Agreement. This is a summary only and is subject to and qualified in its entirety by
the STP Master Agreement provided as Appendix 1 to the STP Rules. Each Bidder
accepts the obligations and associated rights to provide energy as defined in the STP
Master Agreement.
I.4.3. In a given Segment of a given month, the Seller provides a constant amount of energy
corresponding to the sum of the number of blocks won of the Product for that
Segment of that month, and the number of blocks won of any Combination that
includes that Segment of that month, times 50 MW. For each Segment of each
month, the price paid to the Bidder is the average of the Bidder’s own winning Bids
for all blocks of that Product and for all blocks of a Combination that includes that
Segment of that month. The Seller is paid up to fifty-nine (59) different prices
corresponding to the on-peak Segment and off-peak Segment for each month of the
June 1, 2011 to May 31, 2014 period for which energy is purchased through this RFP.
I.4.4. Sellers will be responsible for scheduling and delivery in the PJM Day-Ahead Market of
the energy they contract to provide. The delivery point is the ComEd Zone.
I.5. Summary of RFP Documents
I.5.1. The following documents are appended to the STP Rules, and shall be considered an
integral part of this RFP:
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Appendix 1: Master Power Purchase and Sale Agreement
Appendix 2: Part 1 Form
Appendix 3: Part 2 Form
Appendix 4: Bid Form
Appendix 5: Financial Attestation
Appendix 6: Standard Pre-Bid Letter of Credit
Appendix 7: Officer’s Certificate (for Bidders under an Agency Agreement)
Appendix 8: Confidentiality Statement
Appendix 9: Additional Information Concerning Maximum Willingness to Supply
Appendix 10: Supplier Fee Binding Agreement
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ARTICLE II. Information and Schedule
II.1. RFP Web Site
II.1.1. The Procurement Administrator has established an RFP Web site that is the main
source of information for this RFP. Prospective Bidders and other stakeholders can
visit this RFP Web site to obtain information and documents related to this RFP and to
the RFP for renewable energy products. The RFP Web site address is www.comed-
energyrfp.com.
II.1.2. The RFP Web site contains the sections described below. New sections may be added
as necessary to assist prospective Bidders.
Home: This section provides RFP-related announcements of interest to prospective
Bidders and to other interested parties, an outline of the RFP process, and a summary
of important dates.
Calendar: This section provides the timeline for the main events in this RFP. Any
updates will be announced and posted to this section.
Announcements: This section provides RFP-related announcements and links to the
relevant documents.
Standard Products Documents: This section provides documents regarding this RFP.
Renewables Documents: This section provides documents regarding the RFP for
renewable energy products.
FAQs: The Procurement Administrator answers questions from prospective Bidders
and provides an answer to the question via email to the questioner. In addition, a
copy of the question and answer will be posted in this section of the RFP Web site so
that all stakeholders and prospective Bidders have access to the same information.
Aspects of the question and/or answer that might identify the party asking the
question will be removed before posting to the extent practicable.
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Ask a Question: In this section, all stakeholders, including prospective Bidders, are
able to ask questions of the Procurement Administrator via a web form.
Register: This section gives interested parties an opportunity to register their email
address to receive updates and announcements regarding this RFP. The Procurement
Administrator advises registrants of important modifications to the RFP Web site, such
-as postings of new documents.
Links: This section provides various links that may be of interest to prospective
Bidders.
Previous RFPs: This section provides links to the documents from previous RFPs.
II.2. RFP Schedule
II.2.1. The following is the schedule for this procurement event. Specific times for
submission of materials for the Part 1 Proposals and Part 2 Proposals are provided
elsewhere in this RFP. All such times are Central Prevailing Time unless specifically
noted. For submission and processing of Proposals, the end or close of the business
day will be 6 PM. Any updates as well as the final schedule will be provided on the
RFP Web site.
Table II-1. RFP Schedule
Event Date
IPA files Procurement Plan September 29, 2010
Commission Order Regarding Procurement Plan December 21,2010
RFP Web site opens April 7, 2011
Consultation on STP Master Agreement opens April 12, 2011
Draft RFP Documents are issued April 12, 2011
Consultation on STP Master Agreement closes April 21, 2011
Final documents are issued April 26, 2011
Bidder Information Call April 26, 2011
Supplement to the Part 1 Form is issued April 27, 2011
Opening of Part 1 Window April 27, 2011
Part 1 Date (Close of Part 1 Window and last day to submit May 2, 2011
Part 1 Proposals)
Bidders are qualified for submission of Part 2 Proposals May 6, 2011
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Event Date
Opening of Part 2 Window May 9, 2011
Bidder Training May 9-10, 2011
Part 2 Date (Close of Part 2 Window and last day to submit May 11, 2011
Part 2 Proposals Except Bids)
Bid Date (Due Date for Bids) May 16, 2011
Procurement Administrator submits confidential report No later than May 17, 2011
Procurement Monitor submits confidential report No later than May 17, 2011
ICC makes decision on results of STP RFP No later than May 19, 2011
ComEd files retail generation rates No later than May 23, 2011
STP Master Agreement and Confirmation fully executed No later than May 24, 2011
Payment of Supplier Fees by winning Bidders No later than May 31, 2011
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ARTICLE III. General Requirements for Proposals
III.1.1. An entity that submits any part of a response to this RFP is a Bidder. Each Bidder can
submit at most one Part 1 Proposal and one Part 2 Proposal. A Bidder that is qualified
by submitting a Part 1 Proposal by fulfilling all requirements described in Article IV
may submit a Part 2 Proposal.
III.1.2. All Part 1 Proposals and all Part 2 Proposals are submitted to the Procurement
Administrator in accordance with the instructions provided in Article VI.
III.1.3. All representations and certifications required by this RFP must be made by a single
individual, who is an Officer of the Bidder. An Officer of the Bidder is an individual
empowered to undertake contracts and bind the Bidder. As a requirement of the Part
1 Proposal, the Bidder must provide the name, title, and full contact information
(address, phone number, email address) of the Officer of the Bidder who will be
making the representations in the Part 1 and the Part 2 Proposals.
III.1.4. Each Bidder must comply with all Part 1 Proposal requirements described in Article
IV. Section IV.1 describes the contact information and representations required.
Section IV.2 explains that each Bidder must pay a Bid Participation Fee. Section IV.3
lists representations from the Officer of the Bidder that are required. Section IV.4
describes financial requirements. Section IV.5 lists additional requirements
applicable only to Bidders submitting a Proposal under an Agency Agreement. Section
IV.6 describes the information that the Bidder must submit using the Supplement to
the Part 1 Form. Section IV.7 provides the regulatory representation required.
Section IV.8 describes the additional requirements applicable only to Bidders that
propose to rely on the financial standing of a guarantor that has not been
incorporated or otherwise formed under the laws of a state of the United States or of
the District of Columbia (“Foreign Entity”).
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III.1.5. All information provided and certifications made in the Part 1 Proposal must remain
valid and in full force until nine (9) business days after the Bid Date. Regardless of
the reason, if any information provided in the Part 1 Proposal changes or any previous
certification fails to remain valid, it is the sole responsibility of the Bidder to notify
the Procurement Administrator. Failing to do so may result in disqualification of the
Bidder and of its Proposal. The Procurement Administrator reserves the right to
change the assessment of qualifications based on any revised information provided by
the Bidder.
III.1.6. Each Bidder must comply with all Part 2 Proposal requirements as stipulated in Article
V. Section V.1 describes the contact information and representations required by the
Part 2 Proposal. Section V.2 describes the Pre-Bid Letter of Credit required to
support the Bidder’s Bids. Section V.3 lists the STP Master Agreement documents
required of the Bidder, including two (2) executed signature pages and one (1) fully
executed Guaranty for those Bidders relying on the financial standing of a guarantor
(“RFP Guarantor”). Section V.4 describes the requirements for the submission of
Bids.
III.1.7. Proposals that do not adhere to the terms and conditions of these STP Rules, or that
do not fulfill all requirements set forth in Article IV and Article V of this RFP, or that
are not submitted in accordance with the process of Article VI, will not be
considered.
III.1.8. The submission of a Part 1 or a Part 2 Proposal to the Procurement Administrator
constitutes the Bidder’s acknowledgement and acceptance of all the terms and
conditions of these STP Rules, regardless of the outcome of the RFP or the outcome of
such Proposal.
III.1.9. The Bidder, at its own cost and expense, shall defend ComEd, the Procurement
Monitor, the Procurement Administrator and the IPA and their subsidiaries, affiliates,
successors and assigns, and each and every one of their respective past, present, or
future officers, directors, trustees, employees, shareholders, executors,
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administrators, successors and assigns, other than entities that are also Bidders,
against any and all manner of past, present, or future claims, demands, disputes,
controversies, complaints, suits, actions, proceedings, or allegations of any kind
which in any manner relate to, arise out of, or result from any false statement in the
Proposal or breach of any covenant by the Bidder set forth herein. The Bidder shall
indemnify and hold harmless ComEd, the Procurement Monitor, the Procurement
Administrator and the IPA, their parent companies, subsidiaries, affiliates, successors
and assigns, and each and every one of their respective past, present, or future
officers, directors, trustees, employees, shareholders and agents, as well as the heirs,
executors, administrators, successors and assigns, other than entities that are
Bidders, against any and all liens, judgments, liabilities, losses, injuries, damages,
fees, fines, costs or expenses which in any manner relate to, arise out of, or result
from any false statement or misrepresentation in the Proposal or breach of any
warranty by the Bidder as set forth herein.
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ARTICLE IV. Part 1 Proposal Requirements
IV.1. Contact Information and Representations
IV.1.1. A Bidder must submit the following contact information in its Part 1 Proposal: (i) the
Bidder’s legal name and address; (ii) the name, title, and full contact information
(address, phone number, email address) of an Officer of the Bidder; (iii) the name,
title, and full contact information (address, phone numbers, email address) of an
individual named by the Officer of the Bidder who will serve as Representative of the
Bidder for purposes of this RFP. The Representative may at any time name one or
more designees by sending a signed request to the Procurement Administrator that
provides full contact information for each designee and that states the period of time
during which the Procurement Administrator should send all correspondence to the
designee as well as to the Representative.
IV.1.2. The Officer of the Bidder must be an officer, a director or an individual otherwise
empowered to undertake contracts and bind the Bidder. The Officer of the Bidder
whose contact information is provided in the Part 1 Proposal must make all
representations required in the Part 1 Proposal and, should the Bidder submit a Part 2
Proposal, must be the individual who signs the STP Master Agreement.
IV.1.3. In the Part 1 Proposal, the Officer of the Bidder must name a Representative of the
Bidder. The Officer of the Bidder may name himself or herself as the Representative.
The Representative is the point of contact if the Procurement Administrator has
questions on the documentation provided by the Bidder in response to this RFP or
requires additional information. The Procurement Administrator sends all
correspondence related to the procurement event to the Representative, including
confidential information required to submit Bids on the Bid Date. The Procurement
Administrator, for the purposes of this RFP, will communicate exclusively with the
Officer, the Representative or the Representative’s designee(s). Communications
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with the Representative will typically be done via email and by overnight delivery.
The Representative can provide notice to the Procurement Administrator that the
Bidder prefers communications by fax rather than email.
IV.1.4. The Officer of the Bidder must certify that the Part 1 Proposal will remain in full
force and effect until nine (9) business days after the Bid Date.
IV.1.5. The Officer of the Bidder must certify that all information provided in the Part 1
Proposal is true and accurate to the best of the Officer’s knowledge and belief.
IV.1.6. The Officer of the Bidder must certify that if, for any reason and due to any
circumstance, any information provided in the Part 1 Proposal changes before the Bid
Date, the Officer of the Bidder, the Representative or the Representative’s designees
will notify the Procurement Administrator of such changes as soon as practicable.
IV.1.7. All information and certifications in this Section IV.1 must be provided exclusively by
completing Section 1 of the Part 1 Form, as further explained in Article VI.
IV.2. Bid Participation Fee
IV.2.1. A Bidder must pay once a Bid Participation Fee of $500. A Bidder that has paid the
Bid Participation Fee pursuant to participation in the Ameren RFPs is not required to
pay another Bid Participation Fee. The Bid Participation Fee will be used to cover
part of the costs of the procurement event. The Supplier Fees, which are levied on
winning Bidders only, also are used to cover part of the costs of the procurement
event. The Bid Participation Fee will not be reimbursed if a Bidder fails to qualify to
participate in any one RFP.
IV.2.2. A Bidder must pay the Bid Participation Fee to the IPA by check or through ACH
(Automatic Clearing House) in CCD or CCD+ format. Instructions for submission of the
Bid Participation Fee are available from the Procurement Administrator upon request.
With its Part 1 Proposal, a Bidder will be asked to provide a photocopy of the check, a
cancelled check, a printed record of the ACH transaction, or other evidence of
compliance with this requirement. If such evidence is not available, a Bidder must
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acknowledge that the payment of the Bid Participation Fee is a requirement for
participation in the RFP.
IV.2.3. If the Procurement Administrator is not able to confirm that the Bidder has paid the
Bid Participation Fee by the Part 2 Date, the Bidder will not be able to submit Bids on
the Bid Date.
IV.2.4. Information requested in this Section IV.2 of the STP Rules must be provided
exclusively by completing Section 2 of the Part 1 Form, and by providing any evidence
of compliance of this requirement in hard copy or electronically on a CD, as further
explained in Article VI.
IV.3. Officer Representations
IV.3.1. The Officer of the Bidder must, in the Part 1 Proposal, certify that he/she
understands the terms of the STP Master Agreement and that the Bidder accepts all of
the terms of the STP Master Agreement without modifications.
IV.3.2. The Officer of the Bidder must certify that the submission of the Part 1 Proposal
constitutes the Bidder’s acknowledgement and acceptance of all the terms and
conditions of these STP Rules, regardless of the outcome of the RFP or the outcome of
such Proposal.
IV.3.3. The Officer of the Bidder must, in its Part 1 Proposal, certify that the Bidder is not
part of a bidding agreement, a joint venture for purposes of participating in the RFP,
a bidding consortium, or any other type of agreement related to bidding in this RFP.
A Bidder found to be acting in concert with another Bidder will be disqualified by the
Procurement Administrator.
IV.3.4. The certifications in this Section IV.3 must be provided exclusively by completing
Section 3 of the Part 1 Form, as further explained in Article VI.
IV.4. Financial Requirements
IV.4.1. A Bidder must, in its Part 2 Proposal, submit a Pre-Bid Letter of Credit in the form of
the Standard Pre-Bid Letter of Credit in an amount of $10,000 per block of a Bidder’s
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Maximum Quantity, which is the sum of the Bidder’s maximum willingness to supply
across all Segments and months. The Standard Pre-Bid Letter of Credit is provided as
Appendix 6 of these STP Rules. A Bidder may, in its Part 1 Proposal, request
modifications to the Standard Pre-Bid Letter of Credit that are non-material in
nature, or that clarify the intent of the Standard Pre-Bid Letter of Credit, or that
make modifications advantageous to both ComEd and the Bidder. A Bidder requests
modifications to the Standard Pre-Bid Letter of Credit by submitting a Draft Pre-Bid
Letter of Credit substantially in the form of the Standard Pre-Bid Letter of Credit
indicating clearly any and all modifications from the Standard Pre-Bid Letter of
Credit. The Draft Pre-Bid Letter of Credit must be submitted electronically, in
Microsoft Word with tracked changes. The Draft Pre-Bid Letter of Credit may be
saved to a CD that is included with the Part 1 Proposal or the Draft Pre-Bid Letter of
Credit may be e-mailed to the Procurement Administrator at ComEdPA@nera.com. A
Draft Pre-Bid Letter of Credit that is not substantially in the form of the Standard Pre-
Bid Letter of Credit will not be considered or evaluated.
IV.4.2. All approved modifications to the Standard Pre-Bid Letter of Credit will be posted to
the RFP Web site. Each Bidder may use any of the approved modifications, regardless
of whether the Bidder itself or another Bidder proposed the modification.
IV.4.3. The STP Master Agreement includes, as Schedule 1 to the Collateral Annex, a standard
Irrevocable Standby Letter of Credit that may be used to post security under the
terms of the STP Master Agreement. This paragraph refers to this letter of credit as
the Standard Post-Bid Letter of Credit. A Bidder may, in its Part 1 Proposal, request
modifications to the Standard Post-Bid Letter of Credit that are non-material in
nature, or that clarify the intent of the Standard Post-Bid Letter of Credit, or that
make modifications advantageous to both ComEd and the Bidder. A Bidder requests
modifications to the Standard Post-Bid Letter of Credit by submitting a Draft Post-Bid
Letter of Credit substantially in the form of the Standard Post-Bid Letter of Credit
indicating clearly any and all modifications from the Standard Post-Bid Letter of
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Credit. The Draft Post-Bid Letter of Credit must be submitted electronically, in
Microsoft Word with tracked changes. The Draft Post-Bid Letter of Credit may be
saved to a CD that is included with the Part 1 Proposal, or it may be e-mailed to the
Procurement Administrator at ComEdPA@nera.com. A Draft Post-Bid Letter of Credit
that is not substantially in the form of the Standard Post-Bid Letter of Credit will not
be considered or evaluated.
IV.4.4. All approved modifications to the Standard Post-Bid Letter of Credit will be posted to
the RFP Web site. Each Bidder may use any of the approved modifications, regardless
of whether the Bidder itself or another Bidder proposed the modification.
IV.4.5. The Officer of the Bidder must certify that the Bidder has no pending legal
proceedings or, to its knowledge, threatened legal proceedings against it or any of its
affiliates that could materially adversely affect its ability to perform its obligations
under the STP Master Agreement and Confirmation.
IV.4.6. A Bidder must clearly select one of the following two (2) options for purposes of
submitting to the financial requirements of this RFP: (a) relying on its own financial
standing; or (b) relying on the financial standing of another entity. If the Bidder
proposes to rely on the financial standing of a Foreign Entity as RFP Guarantor, the
Bidder must also comply with the requirements of Section IV.8.
IV.4.7. In its Part 1 Proposal, a Bidder must submit any available rating from the following
rating agencies for the entity on whose financial standing it is relying: Standard and
Poor’s (“S&P”), Moody’s Investors Service (“Moody’s), and Fitch Ratings (“Fitch”). A
Bidder that selects option (a) in Paragraph IV.4.6 submits ratings for the Bidder; a
Bidder that selects option (b) in Paragraph IV.4.6 submits ratings for another entity on
whose financial standing it is relying. For each rating agency that rates the entity,
the Bidder may submit a print out of the agency’s web site or other documentation
from the agency providing the name of the rating agency, the type of rating, and the
rating of the entity.
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IV.4.8. A Bidder includes in its Part 1 Proposal a single copy of the financial documents
required in this Section IV.4, either in hard copy or electronically on a CD.
IV.4.9. A Bidder that selects option (a) in Paragraph IV.4.6 must submit recent financial
information for the Bidder in its Part 1 Proposal. The Bidder must submit, if
available: (i) its 2010 audited annual financial information, including a balance
sheet, income statement, cash flow statement, and any accompanying notes and
schedules. If available, the Securities and Exchange Commission (“SEC”) Form 10-K
should be submitted to fulfill this requirement; (ii) its most recent quarterly financial
data, including a balance sheet, income statement, cash flow statement, and any
accompanying notes and schedules. If available, the SEC Form 10-Q should be
submitted to fulfill this requirement. If the SEC Form 10-Q is unavailable, the most
recent quarterly or monthly financial data must be accompanied by an attestation by
an officer of the Bidder that the information submitted fairly presents in all material
respects the financial condition and results of the operations of the Bidder. The
requirements for this attestation are more specifically provided in Appendix 5 of
these STP Rules. If the SEC Form 10-Q is unavailable, the Bidder must also either
provide a review report from an independent accountant for the most recent
quarterly or monthly financial data submitted or state that such a report is not
available; and (iii) any public financial disclosure made since the release of the
Bidder’s most recent financial data for any matters that are material to the Bidder’s
financial condition. If available, SEC Forms 8-K should be submitted to fulfill this
requirement.
IV.4.10. A Bidder that selects option (b) in Paragraph IV.4.6 must submit in its Part 1 Proposal
recent financial information for the entity on whose financial standing the Bidder is
relying. The Bidder must submit for the entity: (i) 2010 audited annual financial
information, including a balance sheet, income statement, cash flow statement, and
any accompanying notes and schedules. If available, the SEC Form 10-K should be
submitted to fulfill this requirement; (ii) the most recent quarterly financial data,
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including a balance sheet, income statement, cash flow statement, and any
accompanying notes and schedules. If available, the SEC Form 10-Q should be
submitted to fulfill this requirement. If the SEC Form 10-Q is unavailable, the most
recent quarterly or monthly financial data must be accompanied by an attestation by
an officer of the Bidder that the information submitted fairly presents in all material
respects the financial condition and results of the operations of the Bidder. The
requirements for this attestation are more specifically provided in Appendix 5 of
these STP Rules. If the SEC Form 10-Q is unavailable, the Bidder must also either
provide a review report from an independent accountant for the most recent
quarterly or monthly financial data submitted or state that such a report is not
available; and (iii) any public financial disclosure made since the release of the
entity’s most recent financial data for any matters that are material to the entity’s
financial condition. If available, SEC Forms 8-K should be submitted to fulfill this
requirement.
IV.4.11. The Officer of the Bidder must certify that each of the ratings provided in its Part 1
Proposal in response to Paragraph IV.4.7 above is a Credit Rating as defined in the STP
Master Agreement.
IV.4.12. All information and certifications in this Section IV.4 must be provided exclusively by
completing Section 4 of the Part 1 Form, as further explained in Article VI.
IV.5. Bidders Applying Under Agency Agreements
IV.5.1. A Bidder submitting a Proposal under an agency authorization (“Agency Agreement”)
must comply with additional requirements in its Part 1 Proposal. This Section details
those additional requirements. The requirements of this Section IV.5 apply only to
Bidders submitting a Proposal under an Agency Agreement; other Bidders are not
subject to the requirements of this Section IV.5.
IV.5.2. A Bidder submitting a Proposal under an Agency Agreement must identify the
Principal or Principals to the Agency Agreement.
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IV.5.3. A Bidder that is applying under an Agency Agreement must provide one (1) copy of its
Agency Agreement with its Part 1 Proposal, either in hard copy or electronically on a
CD.
IV.5.4. The Bidder must identify a Principal as the entity on whose financial standing the
Bidder relies, and for which financial information is provided under Section IV.4. If
the Bidder is acting as an agent for multiple Principals, the Bidder must identify the
Principal with the lowest credit rating as the entity on whose financial standing the
Bidder relies. The financial requirements of Section IV.4 apply to this entity.
IV.5.5. The Officer of the Bidder must certify that it has the authority to bind the
Principal(s).
IV.5.6. The Officer of the Bidder must acknowledge that an Officers’ Certificate,
substantially in the form of Appendix 7 to these STP Rules and signed by an officer of
each Principal, must be provided with the Part 2 Proposal. This Officers’ Certificate
will state that: (i) the copy of the Agency Agreement submitted with the Part 1
Proposal is a true and complete copy of the Agency Agreement as currently in effect;
(ii) the Agency Agreement is in full force and effect and shall remain in full force and
effect for a period extending to nine (9) business days following the Bid Date; (iii)
there are no proceedings pending for the amendment or termination of the Agency
Agreement; (iv) each individual who has executed the Officers’ Certificate, the
Agency Agreement, and the STP Master Agreement submitted with the Part 2 Proposal
is (or was at the time of the execution of such documents) authorized to execute and
deliver such documents on behalf of the Principal(s); and (v) the Officer of the Bidder
is authorized to execute a Confirmation pursuant to the STP Master Agreement on
behalf of the Principals. A Bidder may, but is not required to, submit with its Part 1
Proposal a draft Officers’ Certificate for evaluation. If a Bidder submits a draft
Officers’ Certificate for evaluation, the Procurement Administrator will inform the
Bidder of any changes required to the Officers’ Certificate in its Notification of
Qualification.
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IV.5.7. The information required by this Section IV.5 must be provided exclusively by
completing Section 5 of the Part 1 Form, as further explained in Article VI. A draft
Officers’ Certificate, if provided, must be transmitted to the Procurement
Administrators in hard copy or electronically on a CD.
IV.6. Elections
IV.6.1. Each Bidder must duly complete the Supplement to the Part 1 Form (“Supplement”)
and include it with its Part 1 Proposal. The response to the Supplement is used to
prepare the STP Master Agreement that will be sent to the Bidder with its Notification
of Qualification and that the Bidder must present with its Part 2 Proposal. For
Bidders relying on the financial standing of an RFP Guarantor, the response to the
Supplement is also used to prepare the Guaranty that will be sent to the Bidder with
its Notification of Qualification and that the Bidder must present with its Part 2
Proposal.
IV.6.2. The Supplement to the Part 1 Form must be submitted electronically in Microsoft
Word, either on a CD that is included with the Part 1 Proposal or by email to the
Procurement Administrator at ComEdPA@nera.com.
IV.6.3. Using the Supplement, each Bidder must, with its Part 1 Proposal, make any possible
elections for the STP Master Agreement and provide all contact information necessary
for execution of the STP Master Agreement.
IV.6.4. Using the Supplement, a Bidder relying on the financial standing of an RFP Guarantor
must, with its Part 1 Proposal, make any possible elections for the Guaranty and
provide all contact information necessary for execution of the Guaranty.
IV.6.5. The information in this Section IV.6 must be provided exclusively by completing
Section 6 and the Supplement to the Part 1 Form, as further explained in Article VI.
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IV.7. Regulatory Representation
IV.7.1. The Officer of the Bidder must certify that the Bidder has all regulatory
authorizations necessary for it to legally perform its obligations under the STP Master
Agreement and the Confirmation.
IV.7.2. The certification in this Section IV.7 must be provided exclusively by completing
Section 7 of the Part 1 Form, as further explained in Article VI.
IV.8. Foreign Entity as RFP Guarantor
IV.8.1. Additional requirements in the Part 1 Proposal apply to a Bidder that relies on the
financial standing of a Foreign Entity as RFP Guarantor and only to such Bidders. This
section details those additional requirements.
IV.8.2. In its Part 1 Proposal, a Bidder relying on the financial standing of a Foreign Entity as
RFP Guarantor must provide all available long-term sovereign ratings from S&P,
Moody’s and Fitch for the country in which the RFP Guarantor is domiciled. For the
Foreign Entity to be the RFP Guarantor under the terms of the STP Master Agreement,
the country in which the Foreign Entity is domiciled must have a long-term sovereign
rating from at least two rating agencies and the ratings must be at least AA+ (from
S&P or Fitch) or Aa1 (from Moody’s). The long-term sovereign rating for the country
in which the Foreign Entity is domiciled will be the lowest of: country ceiling, senior
unsecured government debt, long-term foreign currency sovereign rating, long-term
local currency sovereign rating, or other equivalent measure.
IV.8.3. In its Part 1 Proposal, the Officer of a Bidder must acknowledge that for the Foreign
Entity to be the RFP Guarantor under the terms of the STP Master Agreement and for
the Bidder to rely on the financial standing of the Foreign Entity, the Bidder must
provide, with its Part 2 Proposal, a legal opinion (“Opinion”) of independent counsel
qualified to practice law and render legal opinions in the foreign jurisdiction in the
which the Foreign Entity is formed or organized. Independent counsel means that the
individual is not an employee of the Foreign Entity or any of its affiliates or
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subsidiaries. The Opinion should reach the legal conclusions that: (a) under the law
of the jurisdiction where the Foreign Entity is organized, the necessary steps have
been taken to cause the Guaranty, when executed and delivered on behalf of the
Foreign Entity, to become a valid and enforceable obligation of the Foreign Entity; (b)
the Guaranty, when executed and delivered on behalf of the Foreign Entity, will be,
to the extent that the law of the entity’s jurisdiction of organization is applicable to
the enforcement of the Foreign Entity’s obligations thereunder, a valid and
enforceable obligation of that Foreign Entity, enforceable against it in accordance
with its terms, subject to any enumerated customary exceptions under the law of
such jurisdiction; and (c) under law of the jurisdiction where the Foreign Entity is
organized, the choice of Illinois or New York law to govern the Guaranty is valid and
enforceable against such Foreign Entity.
IV.8.4. In its Part 1 Proposal, the Officer of a Bidder must acknowledge that the following
additional documents are also required with the Part 2 Proposal for the Foreign Entity
to be the RFP Guarantor under the terms of the STP Master Agreement and for the
Bidder to rely on the financial standing of the Foreign Entity: (i) a sworn certificate
of the corporate secretary (or similar officer) of the Foreign Entity that the person
executing the Guaranty on behalf of the Foreign Entity has the authority to execute
the Guaranty and that the governing board of such Foreign Entity has approved the
execution of the Guaranty; and (ii) a sworn certificate of the corporate secretary (or
similar officer) of such Foreign Entity that the Foreign Entity has been authorized by
its governing board to enter into agreements of the same type as the Guaranty.
IV.8.5. A Bidder that seeks to rely on the financial standing of an RFP Guarantor that is a
Foreign Entity may, but is not required to, submit with its Part 1 Proposal a draft of
the documents listed in Paragraph IV.8.3 and Paragraph IV.8.4. Schedule 2B to the
Collateral Annex of the STP Master Agreement provides the requirements for the
Opinion to be sufficient. Schedule 2B also provides an illustration of how the
requirements might be presented in an opinion of independent counsel. If a Bidder
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submits a draft of the documents for evaluation with its Part 1 Proposal, the
Procurement Administrator will provide the results of this evaluation, including notice
of any changes required to the documents, along with the Part 1 Notification.
IV.8.6. In its Part 1 Proposal, the Officer of the Bidder must acknowledge that ComEd will
evaluate the sufficiency of the documents submitted by the Bidder in response to
Paragraphs IV.8.3 and IV.8.4 in its sole and absolute discretion, without liability or
recourse by the Foreign Entity or the Bidder.
IV.8.7. In its Part 1 Proposal, the Officer of a Bidder must acknowledge that for the Foreign
Entity to be the RFP Guarantor under the terms of the STP Master Agreement and for
the Bidder to rely on the financial standing of the Foreign Entity, the Foreign Entity
must maintain an agent for acceptance of service of process in the United States.
The Bidder must provide contact information of such an agent with its Part 2
Proposal.
IV.8.8. The information required by this Section IV.8 must be provided exclusively by
completing Section 8 of the Part 1 Form, as further explained in Article VI. Draft
documents, if provided, must be transmitted to the Procurement Administrator in
hard copy or electronically on a CD.
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ARTICLE V. Part 2 Proposal Requirements
V.1. Contact Information and Representations
V.1.1. A Bidder submits contact information in its Part 1 Proposal. A Bidder must confirm in
its Part 2 Proposal that the contact information provided in the Part 1 Proposal
remains valid. If it is no longer valid, the Bidder must provide corrected contact
information, including any or all of the following: (i) the Bidder’s legal name and
address; (ii) the name and title of the Officer of the Bidder making the certifications
and representations of the Part 2 Proposal; (iii) the name of the Representative of the
Bidder; and (iv) the phone numbers and email address for the Representative.
V.1.2. The Officer of the Bidder must certify that the Part 2 Proposal will remain in full
force and effect until nine (9) business days after the Bid Date.
V.1.3. The Officer of the Bidder must certify that all information provided in the Part 2
Proposal is true and accurate to the best of the Officer’s knowledge and belief.
V.1.4. The Officer of the Bidder must certify that the Bidder is bidding independently and
that it has no knowledge of any Proposal being submitted for this procurement event
by another Bidder in response to this RFP.
V.1.5. The Officer of the Bidder must certify that the Bidder has maintained and will
continue to maintain the confidentiality of its Proposal during the preparation of the
Proposal. The Officer of the Bidder must certify that the Bidder has taken all
necessary care to uphold the confidentiality of its Proposal in its communications with
its financial institution for the purpose of arranging the Pre-Bid Letter of Credit or in
its communications with advisors, if any.
V.1.6. The Officer of the Bidder must certify that, with the exceptions of communications
with its financial institution for the purpose of arranging the Pre-Bid Letter of Credit
or communications with advisors (if any), the Bidder has not disclosed, and will not
otherwise disclose, publicly or to any other party any information relating to its
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Proposal, which could have an effect on whether another party submits a Proposal to
this RFP, or on the contents of such Proposal that another Bidder would be willing to
submit in response to the RFP. Such information includes, but is not limited to: the
fact that the Bidder is submitting a Proposal in response to this RFP; the Bidder’s
Bids; the Bidder’s number of blocks bid for any Product, any Combination, or for any
bundle of Products and Combinations; the Bidder’s estimation of the value of a
Product or Combination; the Bidder’s estimation of the risks associated with providing
supply under the STP Master Agreement; and the Bidder’s preference for bidding on
specific Products or Combinations. This certification must hold until the ICC has
rendered its decision on the results of the STP RFP.
V.1.7. If the ICC approves some or all of the Bidder’s Bids: (a) by the end of the first
business day after the ICC decision, ComEd executes the signature page of the Master
Agreement. ComEd also prepares and sends an unexecuted electronic copy of the
Confirmation to the Bidder. The Officer of the Bidder must sign a copy of the
unexecuted Confirmation and send the partially executed Confirmation electronically
to ComEd to acknowledge the Transaction details by 12 PM (noon) CPT (1 PM Eastern
Prevailing Time) on the business day after receipt of the unexecuted electronic copy
of the Confirmation. Further: (b) the Procurement Administrator sends, on behalf of
the IPA, two (2) partially executed hardcopy originals of the Supplier Fee Binding
Agreement to the Bidder for receipt on the business day following the ICC decision.
An authorized representative of the Bidder must execute the two (2) hardcopy
originals of the Supplier Fee Binding Agreement and must send an electronic copy of
the executed Supplier Fee Binding Agreement to the Procurement Administrator by 12
PM (noon) CPT (1 PM Eastern Prevailing Time) on the business day following the day of
receipt of the two (2) partially executed hardcopy originals of the Supplier Fee
Binding Agreement. By close of business on that same business day, the Bidder must
send one (1) fully executed, hardcopy original of the Supplier Fee Binding Agreement
to the Procurement Administrator via overnight delivery. The Supplier Fees are due
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to the IPA no later than seven (7) business days after the ICC approval of the results
and the Officer of the Bidder must acknowledge that, if the ICC approves some or all
of the Bidder’s Bids, the Bidder will be required to pay the Supplier Fees by that
date. The Officer of the Bidder must acknowledge these obligations in the Part 2
Proposal.
V.1.8. The Officer of the Bidder must certify that any Bid on any Product or any Combination
submitted in response to this RFP is binding until nine (9) business days after the Bid
Date. Each Bid constitutes a binding and irrevocable offer to supply a block of a
Product or a block of the Combination at the price provided as the Bid and under the
terms of the STP Master Agreement submitted with the Part 2 Proposal. All Bids
together constitute a binding and irrevocable offer to supply, under the terms of the
STP Master Agreement submitted in the Part 2 Proposal, the number of blocks of each
Product at each price submitted and the number of blocks of each Combination at
each price submitted up to the specified maximum willingness to supply for each
Segment of each month.
V.1.9. The Officer of the Bidder must certify that if the ICC approves some or all of the
Bidder’s Bids, a binding and enforceable obligation arises under the terms of the STP
Master Agreement provided with the Part 2 Proposal to execute the Confirmation to
supply and deliver energy to ComEd for each Segment of each month for which the
Bidder’s Bids are approved by the ICC. For each Segment of each month, the price
paid to the Bidder is the average of the Bidder’s own winning Bids for all blocks of the
Product and for all blocks of a Combination that includes that Segment of that month.
V.1.10. In accordance with the Act and ICC Orders, the following information will be made
public at the time of ICC approval of a procurement event: (i) the names of
successful Bidders; (ii) the load-weighted average of the winning Bids for each
Segment of each month; (iii) the load-weighted average of the winning Bids for each
Product and for each Combination; and (iv) the number of megawatts awarded for
each Segment of each month, provided that there are at least three successful
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Bidders. The Act states that participants in the procurement process will maintain
the confidentiality of all other supplier and bidding information. The Part 2 Form will
remind Bidders of this provision.
V.1.11. The information required by this Section V.1 must be provided exclusively by
completing Section 1 of the Part 2 Form, as further explained in Article VI.
V.2. Pre-Bid Letter of Credit
V.2.1. The Bidder must provide an executed Pre-Bid Letter of Credit, drawn for the account
of the Bidder. The Bidder must either use the Standard Pre-Bid Letter of Credit
provided in Appendix 6 to these STP Rules, or the Bidder must submit a Pre-Bid Letter
of Credit that incorporates only those modifications to the Standard Pre-Bid Letter of
Credit accepted upon evaluation of Part 1 Proposals. All approved modifications will
be posted to the RFP Web site. A Bidder may use any of the approved modifications,
regardless of whether the Bidder itself or another Bidder proposed the modification.
V.2.2. ComEd will release the Pre-Bid Letter of Credit no later than nine (9) business days
after the Bid Date. A Bidder may, in Section 2 of the Part 2 Form, provide special
instructions for the return of the Pre-Bid Letter of Credit. If the ICC does not approve
any of a particular Bidder’s Bids, ComEd will release that Bidder’s Pre-Bid Letter of
Credit within one (1) business day of the ICC decision on the procurement event.
V.2.3. The Pre-Bid Letter of Credit must be in an amount no less than $10,000 per block of a
Bidder’s Maximum Quantity, which is the sum of the maximum willingness to supply of
the Bidder across all Segments and all months.
V.2.4. Payment under the Pre-Bid Letter of Credit can be demanded by ComEd if: (i) the
Bidder has made a material omission or misrepresentation in its Part 1 Proposal or in
its Part 2 Proposal; (ii) the Bidder discloses information relating to its Proposal
publicly or to any other party before the ICC has rendered its decision on the results
of the procurement event; or (iii) the ICC approves some or all of the Bidder’s Bids
and the Bidder fails to execute the Confirmation in the timeframe required by the
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STP Master Agreement or fails to execute the Supplier Fee Binding Agreement as
represented in the Part 2 Proposal.
V.2.5. The confirmation by the Officer of the Bidder that the Pre-Bid Letter of Credit is
included with the Part 2 Proposal must be provided exclusively by completing Section
2 of the Part 2 Form, as further explained in Article VI.
V.3. STP Master Agreement Documents
V.3.1. With the Notification of Qualification, the Procurement Administrator sends the STP
Master Agreement to each Bidder that qualified pursuant to a successful Part 1
Proposal. The STP Master Agreement is provided electronically on a CD. The Officer
of the Bidder must print two (2) originals of the STP Master Agreement, must execute
each of the two (2) signature pages, and must return these two (2) signature pages
with the Bidder’s Part 2 Proposal. For the avoidance of doubt, the Officer of the
Bidder executing the signatures pages of the two (2) originals of the STP Master
Agreement is the Officer designated in the Part 1 Proposal and whose contact
information is confirmed in the Part 2 Proposal.
V.3.2. If the Bidder has named an RFP Guarantor in its Part 1 Proposal, the Bidder must
provide with its Part 2 Proposal one (1) original fully executed Guaranty. The
Guaranty must be in the standard form provided as Schedule 2 to the STP Master
Agreement or must include only those modifications accepted pursuant to the
comment process on the STP Master Agreement. All approved modifications to the
Guaranty will be posted to the RFP Web site. Each Bidder may use any of the
approved modifications, regardless of whether the Bidder itself or another Bidder
proposed the modification.
V.3.3. If the Bidder is applying under an Agency Agreement, the Bidder must submit an
Officers’ Certificate, substantially in the form of Appendix 7 to these STP Rules and
signed by an officer of each Principal. This Officers’ Certificate states that: (i) the
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copy of the Agency Agreement submitted with the Part 1 Proposal is a true and
complete copy of the Agency Agreement as currently in effect; (ii) the Agency
Agreement is in full force and effect and shall remain in full force and effect for a
period extending to nine (9) business days following the Bid Date; (iii) there are no
proceedings pending for the amendment or termination of the Agency Agreement;
(iv) each individual who has executed the Officers’ Certificate, the Agency
Agreement, and the STP Master Agreement submitted with the Part 2 Proposal is (or
was at the time of the execution of such documents) authorized to execute and
deliver such documents on behalf of the Principal(s); and (v) the Officer of the Bidder
is authorized to execute a Confirmation pursuant to the STP Master Agreement on
behalf of the Principals. If no representative of the Bidder is authorized to execute a
Confirmation pursuant to the STP Master Agreement, the Bidder must name a
representative of a Principal that is so authorized. This individual must also execute
the two (2) originals of the signature pages of the STP Master Agreement submitted
with the Part 2 Proposal.
V.3.4. If the Bidder relies on the financial standing of a Foreign Entity as RFP Guarantor, the
Bidder must submit an Opinion of independent counsel qualified to practice law and
render legal opinions in the foreign jurisdiction in the which the Foreign Entity is
formed or organized that: (a) under the law of the jurisdiction where the Foreign
Entity is organized, the necessary steps have been taken to cause the Guaranty, when
executed and delivered on behalf of the Foreign Entity, to become a valid and
enforceable obligation of the Foreign Entity; (b) the Guaranty, when executed and
delivered on behalf of the Foreign Entity, will be, to the extent that the law of the
Foreign Entity’s jurisdiction of organization is applicable to the enforcement of the
Foreign Entity’s obligations thereunder, a valid and enforceable obligation of that
Foreign Entity, enforceable against it in accordance with its terms, subject to any
enumerated customary exceptions under the law of such jurisdiction; and (c) under
law of the jurisdiction where the Foreign Entity is organized, the choice of Illinois or
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New York law to govern the Guaranty is valid and enforceable against such Foreign
Entity. Such Bidder must also submit: (i) a sworn certificate of the corporate
secretary (or similar officer) of the Foreign Entity that the person executing the
Guaranty on behalf of the Foreign Entity has the authority to execute the Guaranty
and that the governing board of such Foreign Entity has approved the execution of the
Guaranty; and (ii) a sworn certificate of the corporate secretary (or similar officer) of
such Foreign Entity that the Foreign Entity has been authorized by its governing board
to enter into agreements of the same type as the Guaranty; and (iii) the contact
information, including name, address, phone number, fax number, and email, of an
agent in the United States for acceptance of service of process for the Foreign Entity
as RFP Guarantor. ComEd will evaluate the sufficiency of the documents submitted
by the Bidder with the Part 2 Proposal in its sole and absolute discretion, without
liability or recourse by the RFP Guarantor or the Bidder. ComEd may require a
payment of up to $10,000 for review of the documents.
V.3.5. The confirmation by the Officer of the Bidder that all STP Master Agreement
documents required by this Section V.3 are included with the Part 2 Proposal must be
provided exclusively by completing Section 3 of the Part 2 Form, as further explained
in Article VI.
V.4. Bids
V.4.1. A Bid is a price, in $/MWh rounded to the nearest cent, for a block of a Product or for
a block of a Combination. The Bid is the price that the Bidder is willing to accept to
deliver each MWh in the block.
V.4.2. A Bidder cannot submit a Bid for less than a full block of a Product or for less than a
full block of a Combination. The Bidder cannot bid on fractions, portions, or parts of
blocks. Such Bids will be automatically rejected.
V.4.3. A Bid that is not expressed in $/MWh will automatically be rejected.
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V.4.4. A Bidder may bid on any number of Products and may bid on all Products. For each
Product, a Bidder may bid on any number of blocks up to and including the Target for
that Product. The Target for each Product is provided in
V.4.5.
V.4.6. Table I-1.
V.4.7. A Bidder may bid on any number of Combinations and may bid on all Combinations.
For each Combination, a Bidder may bid on any number of blocks up to and including
the number of blocks available for each Combination. The number of blocks available
for each Combination is provided in Table I-2.
V.4.8. A Bidder must specify a maximum willingness to supply for each Segment of each
month. By indicating a maximum willingness to supply, the Bidder is providing a
maximum on the number of blocks, across all Products and Combinations, that the
Bidder is willing to supply for a given month and Segment. The maximum willingness
to supply for a Segment of a month is an integer number of blocks. The Bidder cannot
win, across all Products and Combinations, more blocks of a Segment of a month than
the Bidder has itself specified as its maximum willingness to supply for that Segment
of that month. The maximum willingness to supply for a Segment of a month is less
than or equal to the Target for that Segment and that month. The maximum
willingness to supply for a Segment of a month is less than or equal to the number of
blocks, across all Products and Combinations, bid by the Bidder for that Segment and
that month. If the Bidder specifies a maximum willingness to supply for a Segment
and a month that exceeds either the Target for that Segment and month or the total
number of blocks bid for that Segment and month, the Procurement Administrator
will set the maximum willingness to supply to be equal to the minimum of: (i) the
Target for that Segment and month; and (ii) the number of blocks bid by the Bidder
for that Segment and month across all Products and Combinations. The Procurement
Administrator will advise the Bidder of that fact. Appendix 9 to these STP Rules
provides additional explanation about the maximum willingness to supply.
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V.4.9. The Bidder may not submit any additional instructions, contingencies, or conditions
on their Bids. Any such additional instructions, contingencies, or conditions will be
ignored.
V.4.10. To be sufficient to support the Bidder’s Bids, the Pre-Bid Letter of Credit must be in
an amount no less than $10,000 per block of a Bidder’s Maximum Quantity, which is
the sum of the Bidder’s maximum willingness to supply across all Segments and
months. If the Pre-Bid Letter of Credit is insufficient to support the Bidder’s Bids, the
Procurement Administrator will determine the “Assigned Maximum Quantity”, which
is the number of blocks that the Pre-Bid Letter of Credit can support. The
Procurement Administrator will require that the Bidder’s Bids be amended so that the
sum maximum willingness to supply across all Segments and months equals or is less
than the Assigned Maximum Quantity. The Procurement Administrator will contact
the Bidder by phone as soon as practicable and will require the Bidder to reduce its
maximum willingness to supply for one or more months and Segments so that the sum
maximum willingness to supply across all Segments and months equals or is less than
the Assigned Maximum Quantity. The Bidder will have the option to resubmit its Bid
Form or to provide the amended maximum willingness to supply for one or more
months and Segments by phone, provided, however, that the amended Bids be
received by 12 PM (noon) on the Bid Date. If the Bidder amends the maximum
willingness to supply for one or more months and Segments by phone, the
Procurement Administrator will fax or email the amended Bid Form to the Bidder.
V.4.11. If, for any reason including the fact that the Bidder is not able to amend its Bids
before 12 PM (noon) on the Bid Date, the Bidder’s Pre-Bid Letter of Credit remains
insufficient to support the Maximum Quantity after the procedure provided in
Paragraph V.4.8 is followed, the Procurement Administrator will reduce the maximum
willingness to supply for one or more months and Segments so that the Pre-Bid Letter
of Credit is sufficient. Generally, the Procurement Administrator will limit the
maximum willingness to supply on a month and Segment to its proportionate share of
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the Assigned Maximum Quantity. The Procurement Administrator will proceed in the
following manner. First, the Procurement Administrator will calculate, for each
month and Segment for which the Bidder has submitted a Bid: i) the “Share” of each
month and Segment, which is the Target for that month and Segment divided by the
total number of blocks to be procured across all months and Segments for which the
Bidder has submitted at least one Bid; ii) the “Assigned Willingness to Supply” for
each month and Segment, which is, in the first instance, the Share for the month and
Segment multiplied by the Assigned Maximum Quantity, and then rounded to the
nearest integer; iii) the Excess, which is the difference between the maximum
willingness to supply for a month and Segment and the Assigned Willingness to Supply
for that month and Segment; and iv) the Rank, which is the place (1, 2, 3, etc.) of a
given month and Segment in a list of all months and Segments placed in decreasing
order of Excess. Second, for each month and Segment for which the Excess is
positive, the Procurement Administrator sets the willingness to supply equal to the
Assigned Willingness to Supply. Third, the Procurement Administrator will total the
(absolute values) of the blocks of Excess for months and Segments for which the
Excess is negative. Fourth, in aggregate, the Procurement Administrator will increase
the Assigned Willingness to Supply for months and Segments for which the Excess is
positive by the number of blocks of negative Excess. The Procurement Administrator
will assign blocks of negative Excess one at a time, assigning the first such block to
the month and Segment with Rank 1, the second block to the month and Segment of
Rank 2, and so, starting again with the month and Segment with Rank 1 if necessary
to assign all blocks of negative Excess. The assignment of blocks of negative Excess
can never result in the Assigned Willingness to Supply being greater than the
maximum willingness to supply submitted by the Bidder for any month and Segment.
The Bidder’s Bids will be evaluated using the Assigned Willingness to Supply for each
month and Segment as the maximum willingness to supply. The Officer of the Bidder
must, in the Part 2 Form, agree that the Procurement Administrator may modify the
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Bidder’s Bids in a manner consistent with the process described in this paragraph
should the amount of the Pre-Bid Letter of Credit be insufficient to support the
Bidder’s Bids.
V.4.12. With the Notification of Qualification, the Procurement Administrator sends by
overnight delivery the Bid Form to each Bidder qualified pursuant to a successful Part
1 Proposal. The Bid Form is provided electronically on a CD. At the same time, the
Procurement Administrator sends to each Bidder instructions for completion of the
Bid Form, for encryption of the Bid Form, and for electronic transfer of the
completed Bid Form to the Procurement Administrator, as well as instructions for fax
submission of the Bids in case of technical difficulties with the electronic transfer.
These instructions will contain a username, password, and security codes unique to
each Bidder that will allow the Procurement Administrator to authenticate the Bids
received. The Officer of the Bidder must, in the Part 2 Form, confirm that the
username, password, and security codes were received intact and that no one but
authorized personnel of the Bidder has had access to this information.
V.4.13. The Bid Form, as provided to each Bidder upon qualification, is the exclusive method
for submitting a Bidder’s Bids and maximum willingness to supply for each Segment of
each month. A Bidder must fill out all required information on the Bid Form
according to the instructions provided by the Procurement Administrator with its
Notification of Qualification. A Bidder may encrypt its Bid Form for additional
security. A Bidder must submit the Bid Form to the Procurement Administrator
through a secure electronic transfer according to the instructions provided by the
Procurement Administrator with its Notification of Qualification. A Bidder must fill
out contact information on its Bid Form and the Procurement Administrator will use
that information to confirm receipt of the Bids. A Bidder may encrypt its Bid Form for
additional security.
V.4.14. Only in case of technical difficulties, a Bidder may print the Bid Form and fax it to the
Procurement Administrator instead of using the secure electronic transfer. The
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Procurement Administrator will provide instructions for such a contingency. These
instructions will include the Officer of the Bidder or the Representative phoning the
Procurement Administrator to advise the Procurement Administrator of the use of a
fax transmission and to provide authenticating information, and a representative of
the Bidder confirming each and every Bid by phone.
V.4.15. All Bid Forms must be received between 10 AM and 12 PM noon (CPT) on the Bid Date.
No late Bid Forms will be accepted regardless of the method used by the Bidder to
submit its Bid Form.
V.4.16. The Officer of the Bidder must provide the certifications required in this Section V.4
exclusively by completing Section 4 of the Part 2 Form, as further explained in Article
VI.
ARTICLE VI. Process
VI.1. Part 1 and Part 2 Proposals: Submission and Processing
VI.1.1. The Procurement Administrator, for the purposes of this RFP, will communicate
exclusively with the Representative or the Officer of the Bidder. Any notification or
other written communication given by the Procurement Administrator to a Bidder will
be sent by overnight delivery at the address provided for the Representative, or sent
by email to the email address provided for the Representative. Any such notification
or communication will be deemed received by the Bidder at the time of delivery or
transmission, provided that where delivery of transmission occurs after 6 PM on a
business day or occurs on a day that is not a business day, receipt will be deemed to
occur at 9 AM on the following business day. The Bidder may elect to receive
communications by fax instead of via email by providing notice to the Procurement
Administrator.
VI.1.2. The exclusive method of responding to the qualification standards listed in Article IV
of these STP Rules is the use of the Part 1 Form provided as Appendix 2 of these STP
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Rules and the use of the Supplement to the Part 1 Form posted to the RFP Web site.
A Bidder must provide the contact information and general representations required
by Section IV.1, including information regarding the Officer of the Bidder and the
Representative, exclusively by completing Section 1 of the Part 1 Form. A Bidder
must provide evidence of payment of the Bid Participation Fee in hardcopy or
electronically on a CD or must acknowledge that the payment of the Bid Participation
Fee is a requirement for participation in the RFP exclusively by completing Section 2
of the Part 1 Form. A Bidder must make additional representations, including
acceptance of all the terms of the STP Master Agreement without modifications,
exclusively by completing Section 3 of the Part 1 Form. A Bidder must show
compliance with the financial requirements of Section IV.4 exclusively by completing
Section 4 of the Part 1 Form and by providing all documents supporting the financial
information and credit information requested in that Section. A Bidder relying on
the financial standing of an RFP Guarantor must make any possible elections for the
Guaranty and provide all contact information necessary for execution of the Guaranty
exclusively by completing the Supplement to the Part 1 Form. A Bidder submitting a
Proposal under an Agency Agreement must provide additional information, including
acknowledging that an Officers’ Certificate must be provided with the Part 2
Proposal, exclusively by completing Section 5 of the Part 1 Form. A Bidder must
make any possible elections for the STP Master Agreement, provide all contact
information necessary for execution of the STP Master Agreement, exclusively by
completing the Supplement to the Part 1 Form. The Officer of the Bidder must
certify, as required by Section IV.7, that the Bidder has all regulatory authorizations
necessary for it to legally perform its obligations under the STP Master Agreement and
the Confirmation exclusively by completing Section 7 of the Part 1 Form. A Bidder
relying on the financial standing of a Foreign Entity as RFP Guarantor must provide
any additional information required by Section IV.8, exclusively by completing Section
8 of the Part 1 Form.
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VI.1.3. Responses to the qualification standards of Article IV that do not use the Part 1 Form
and the Supplement to the Part 1 Form will not be considered and the Part 1 Proposal
will be considered deficient.
VI.1.4. The Part 1 Proposal consists of one (1) electronic and three (3) harcopy original
completed Part 1 Forms and one (1) copy of all documents requested in the Part 1
Form and in Article IV of these STP Rules, including the Supplement to the Part 1
Form. One (1) copy of the Part 1 Form, the Supplement to the Part 1 Form, as well as
any Draft Letter of Credit, must be submitted electronically in Microsoft Word, either
on a CD or by email to the Procurement Administrator at ComEdPA@nera.com. Other
additional documents must be provided either in hard copy or electronically on a CD,
as specified further in Section IV.
VI.1.5. A Bidder must deliver its Part 1 Proposal by certified mail, registered mail, hand
delivery or overnight delivery to the Procurement Administrator by 12 PM (noon) on
the Part 1 Date at the following address: Procurement Administrator, ComEd
Procurement, 875 North Michigan Ave, Suite 3650, Chicago IL 60611. All times in this
RFP are Central Prevailing Times unless specifically noted. Photocopies and
facsimiles of the Part 1 Form will not be considered. No late Part 1 Proposals will be
accepted under any circumstances.
VI.1.6. The Procurement Administrator receives and processes the Part 1 Proposals during the
Part 1 Window. If a Part 1 Proposal is received by post, the Procurement
Administrator sends a confirmation to the Bidder consisting of a photocopy of the first
page of the Part 1 Form stamped with the time and the date that it was received. If
a Part 1 Proposal is hand-delivered, the Procurement Administrator provides a
confirmation consisting of a photocopy of the first page of the Part 1 Form stamped
with the time and the date that it was received. The Procurement Administrator
confirms receipt whether or not the Part 1 Proposal arrives during the Part 1 Window;
however, Part 1 Proposals are only processed during the Part 1 Window.
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VI.1.7. If the Part 1 Proposal arrives before 12 PM (noon) on any day during the Part 1
Window, the Procurement Administrator sends the confirmation of receipt on the day
the Part 1 Proposal is received with the results of an initial review. The initial review
states either that the Part 1 Proposal is complete and is being considered, or the
initial review lists items of the Part 1 Proposal that are deficient or require
clarification. If a Part 1 Proposal arrives after 12 PM (noon) on any day during the
Part 1 Window prior to the Part 1 Date, the Procurement Administrator sends the
confirmation of receipt along with the initial review by 12 PM (noon) of the next
business day.
VI.1.8. A Bidder that submits a Draft Pre-Bid Letter of Credit will receive a review of any
proposed modifications within two (2) business days. The Bidder can only submit a
single Draft Pre-Bid Letter of Credit. Any review communicated to the Bidder of the
Draft Pre-Bid Letter of Credit is final. All modifications accepted to the Pre-Bid
Letter of Credit for the benefit of a single Bidder will be made available to all Bidders
on an optional basis. All such modifications will be posted in a single document on
the RFP Web site that will be updated as often as necessary during the Part 1
Window. By 12 PM (noon) on the day the Part 2 Window opens, the final document
containing all accepted modifications will be posted to the RFP Web site.
VI.1.9. A Bidder that submits a Draft Post-Bid Letter of Credit will receive a review of any
proposed modifications within seven (7) business days but in no event later than the
Part 2 Date. The Bidder can only submit a single Draft Post-Bid Letter of Credit. Any
review communicated to the Bidder of the Draft Post-Bid Letter of Credit is final. All
modifications accepted to the Standard Post-Bid Letter of Credit for the benefit of a
single Bidder will be made available to all Bidders on an optional basis. All such
modifications will be posted in a single document on the RFP Web site that will be
posted no later than 6 PM on the Part 2 Date.
VI.1.10. A Bidder applying under an Agency Agreement that submits a Draft Officers’
Certificate will receive a review of the document within two (2) business days. Any
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review communicated to the Bidder of the Draft Officers’ Certificate is final and
without appeal.
VI.1.11. A Bidder that relies on the financial standing of a Foreign Entity as RFP Guarantor and
that submits a draft of any of the documents described in Paragraphs IV.8.3 and
IV.8.4 will receive an evaluation of these documents along with the Part 1
Notification. Any evaluation communicated to the Bidder of such draft documents is
final. The Bidder cannot submit a subsequent request for changes on the basis of this
evaluation.
VI.1.12. If a Bidder receives any notice from the Procurement Administrator that any item of
the Part 1 Proposal is deficient or requires clarification, the Bidder has until 12 PM
(noon) on the Part 1 Date, or until 6 PM on the business day following the business day
during which such a notice is sent to the Bidder, whichever comes later, to respond.
If the Bidder does not correct or adequately explain the deficiency within the time
allowed, the Part 1 Proposal may be rejected.
VI.1.13. With its Part 1 Proposal, each Bidder must, by using the Supplement to the Part 1
Form, make any possible elections for the STP Master Agreement and provide all
contact information necessary for execution of the STP Master Agreement. The
Bidder’s response will be used to prepare the original STP Master Agreement that will
be sent to the Bidder with its Notification of Qualification.
VI.1.14. With its Part 1 Proposal, a Bidder that relies on the financial standing of an RFP
Guarantor must, by using the Supplement to the Part 1 Form, make its elections to
incorporate any or all of the approved modifications to the Guaranty and provide all
information that will be needed to prepare the Guaranty for execution. The Bidder’s
response will be used to prepare the original Guaranty that will be sent to the Bidder
with its Notification of Qualification.
VI.1.15. A Bidder is qualified to submit a Part 2 Proposal if its Part 1 Proposal is received on or
before 12 PM (noon) on the Part 1 Date, if its Part 1 Proposal is complete, and if its
Part 1 Proposal fully complies with the qualification standards of Article IV of these
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STP Rules. If a Bidder receives a notice from the Procurement Administrator that the
Part 1 Proposal is deficient or requires clarification, and if the Bidder does not
respond, the Bidder will not be qualified. A Bidder that submits a Part 1 Proposal will
be notified whether it has qualified to submit a Part 2 Proposal.
VI.1.16. If a Bidder fails to qualify, the Procurement Administrator notifies the Bidder of that
fact by email and by overnight delivery. The Procurement Administrator returns one
(1) copy of the Part 1 Form by overnight delivery.
VI.1.17. If a Bidder qualifies, the Procurement Administrator sends by email and by overnight
delivery a Notification of Qualification to the Bidder. The Procurement Administrator
sends by overnight delivery, with the Notification of Qualification a CD to which are
saved: (i) the STP Master Agreement, the original Guaranty (if applicable), and the
Bid Form; (ii) instructions for filling out and encrypting the Bid Form; (iii) instructions
for the electronic transfer of the completed Bid Form from the Bidder to the
Procurement Administrator; (iv) instructions for fax submission of the Bids in case of
technical difficulties with the electronic transfer; (v) invitation to a training session
on the process for submission of Bids; (vi) confidential information for the submission
of Bids, including a username, a password, and security codes unique to that Bidder.
VI.1.18. Except for submission of Bids, the exclusive method of responding to the
requirements listed in Article V of these STP Rules is the use of the Part 2 Form
provided as Appendix 3 of these STP Rules. A Bidder must confirm its contact
information and make general representations required by Section V.1, including
certifying that its Bids will remain binding until nine (9) business days after the Bid
Date, exclusively by completing Section 1 of the Part 2 Form. A Bidder must confirm
that it is submitting the Pre-Bid Letter of Credit exclusively by completing Section 2
of the Part 2 Form. A Bidder must confirm that it is submitting all documents related
to the STP Master Agreement, duly executed, exclusively by completing Section 3 of
the Part 2 Form. A Bidder must verify that it has received intact the information
necessary for the submission of Bids (including the username, password, and security
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codes) and that the security of this information has been maintained exclusively by
completing Section 4 of the Part 2 Form. Responses to the requirements of Article V
that do not use the Part 2 Form will not be considered and the Part 2 Proposal will be
considered deficient.
VI.1.19. The Bid Form, as provided to each Bidder upon qualification, is the exclusive method
for the submission of Bids and for the submission of the maximum willingness to
supply for each Segment of each month. A sample of the Bid Form is provided for
illustrative purposes as Appendix 4 of these STP Rules. The Bid Form must be filled
out completely and transferred according to the instructions provided by the
Procurement Administrator. The Bid Form may be encrypted. Bids on any Bid Form
that is incompletely or inconsistently filled out will be considered deficient and will
not be evaluated.
VI.1.20. The Part 2 Proposal (excluding the Bids) consists of three (3) hardcopy original
completed Part 2 Forms, the Pre-Bid Letter of Credit, two (2) executed signature
pages from the STP Master Agreement, and one (1) hard copy of any other document
requested of the Bidder in the Part 2 Form and in Article V of these STP Rules. A
Bidder relying on the financial standing of an RFP Guarantor must provide one (1)
fully executed original Guaranty. An RFP submitting a Proposal under an Agency
Agreement must provide an executed Officers’ Certificate. A Bidder proposing to rely
on the financial standing of a Foreign Entity as RFP Guarantor must provide the
original and executed Opinion, the sworn certificates of the corporate secretary of
the Foreign Entity, as well as the full contact information for an agent for acceptance
of service of process in the United States.
VI.1.21. A Bidder must deliver its Part 2 Proposal (excluding the Bids) by certified mail,
registered mail, hand delivery or overnight delivery to the Procurement Administrator
by 12 PM (noon) on the Part 2 Date at the following address: Procurement
Administrator, ComEd Procurement, 875 North Michigan Ave, Suite 3650, Chicago IL
60611. The Part 2 Date is the last day of the Part 2 Window. A Bidder must submit
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its Bids in accordance with the instructions received from the Procurement
Administrator with its Notification of Qualification and in accordance with the
requirements of Section VI.2 between 10 AM and 12 PM (noon) on the Bid Date. All
times in this RFP are Central Prevailing Times unless specifically noted. Photocopies
and facsimiles of the Part 2 Form will not be considered. No late Part 2 Proposals will
be accepted under any circumstances.
VI.1.22. If a Part 2 Proposal (excluding the Bids) is received by post, the Procurement
Administrator sends a confirmation to the Bidder consisting of a photocopy of the first
page of the Part 2 Form stamped with the time and the date that it was received. If
a Part 2 Proposal is hand-delivered, the Procurement Administrator provides a
confirmation consisting of a photocopy of the first page of the Part 2 Form stamped
with the time and the date that it was received. The Procurement Administrator
confirms receipt whether or not the Part 2 Proposal arrives during the Part 2 Window;
however, Part 2 Proposals are only processed during the Part 2 Window.
VI.1.23. If the Part 2 Proposal (excluding the Bids) arrives before 12 PM (noon) on any day
during the Part 2 Window, the Procurement Administrator sends the confirmation of
receipt on the day the Part 2 Proposal is received with the results of an initial review.
The initial review states either that the Part 2 Proposal is complete and is being
considered, or the initial review lists items of the Part 2 Proposal that are deficient or
require clarification. If a Part 2 Proposal arrives after 12 PM (noon) on any day during
the Part 2 Window prior to the Part 2 Date, the Procurement Administrator sends the
confirmation of receipt along with the initial review by 12 PM (noon) of the next
business day.
VI.1.24. A Bidder’s Part 2 Proposal (excluding the Bids) is automatically deficient if the Pre-
Bid Letter of Credit proposes or includes modifications to the Standard Pre-Bid Letter
of Credit other than those accepted modifications posted in a single document on the
RFP Web site on the day the Part 2 Window opens.
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VI.1.25. If a Bidder receives a notice from the Procurement Administrator that any item of the
Part 2 Proposal (excluding the Bids) is deficient or requires clarification, the Bidder
has until 12 PM (noon) on the Part 2 Date, or until 6 PM on the business day following
the business day during which such a notice is sent to the Bidder, whichever comes
later, to respond. In no event will the Bidder be allowed to respond after 3 PM on the
Bid Date. If the Bidder does not correct or adequately explain the deficiency within
the time allowed, the Part 2 Proposal may be rejected.
VI.1.26. A Bidder’s Bids are evaluated if its Part 2 Proposal (excluding the Bids) is received on
or before 12 PM (noon) on the Part 2 Date, if its Part 2 Proposal is complete and fully
complies with the requirements of Article V of these STP Rules by 3 PM on the Bid
Date, if its Bid Form is received between 10 AM and 12 PM (noon) on the Bid Date,
and if its Bid Form is submitted according to the instructions provided by the
Procurement Administrator. Each Bidder that submits a Part 2 Proposal will be
notified whether its Bids were evaluated no later than 3 PM on the Bid Date.
VI.1.27. If a Bidder’s Bids are not evaluated because its Part 2 Proposal fails to satisfy all
requirements of Article V, the Procurement Administrator notifies the Bidder of that
fact by email and by overnight delivery. The Procurement Administrator returns one
(1) copy of the Part 2 Form by overnight delivery.
VI.1.28. If a Bidder’s Bids are evaluated, the Procurement Administrator notifies the Bidder of
that fact by 3 PM on the Bid Date. By 6 PM on the first business day after the Bid
Date, the Procurement Administrator notifies a Bidder with Bids that were evaluated
whether any of the Bidder’s Bids are being recommended for acceptance by the
Procurement Administrator. The Procurement Administrator identifies to a Bidder the
number of blocks of each Product and each Combination for which the Bidder’s Bids
are recommended for acceptance, and identifies the Bid that is the price for each
such block. The Procurement Administrator ascertains at that time the contact
information of the representatives of the Bidder who would take part in the contract
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execution process if the ICC approves the Bidder’s Bids. This notification occurs by
telephone with a written confirmation by email upon request by the Bidder.
VI.2. Bid and Post-Bid Process
VI.2.1. A Bidder submits its Bids electronically, by transferring its Bid Form through a secure
file transfer interface. The Bidder must use a username and a password provided by
the Procurement Administrator to access the secure interface. The Bidder may use a
security code provided by the Procurement Administrator to encrypt the file. If the
Bidder does not encrypt the Bid Form, the Bidder will be required to provide the
security code by phone.
VI.2.2. A Bidder that must resort to submitting its Bid Form by fax because of technical
difficulties must follow the instructions provided by the Procurement Administrator
for this contingency. These instructions will include the Officer of the Bidder or the
Representative phoning the Procurement Administrator to advise the Procurement
Administrator of the use of a fax transmission to submit Bids and to provide
authenticating information.
VI.2.3. All Bid Forms must be received between 10 AM and 12 PM (noon) on the Bid Date. All
times in this RFP are Central Prevailing Times unless specifically noted. No late Bid
Forms will be considered regardless of the method used by the Bidder to submit its
Bid Form.
VI.2.4. The Procurement Administrator confirms receipt of the Bid Form with each Bidder by
telephone. The telephone number used is the telephone number provided on the Bid
Form. The Procurement Administrator makes this confirmation within 15 minutes of
receipt of the Bid Form. A Bidder that does not receive confirmation within fifteen
(15) minutes of submitting its Bid Form should assume technical difficulties, should
proceed to submitting its Bid Form by fax, and should phone the Procurement
Administrator.
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VI.2.5. If the Bid Form received by the Procurement Administrator is incomplete or
inconsistent, the Procurement Administrator will advise the Bidder of that fact when
confirming receipt of the Bid Form. The Bidder may correct and resubmit the Bid
Form as long as the Bid Form is received on or before 12 PM (noon) on the Bid Date.
The last Bid Form received from a Bidder before 12 PM (noon) on the Bid Date that is
completely and consistently filled out is the Bid Form that the Procurement
Administrator will consider for evaluation. It is the responsibility of the Bidder to
ensure that a completely and consistently filled out Bid Form is submitted between 10
AM and 12 PM (noon) on the Bid Date. The Procurement Administrator will hold a
training session for Bidders to practice the process for the submission of Bids. Bidders
are encouraged to participate to minimize the possibility of technical difficulties with
the submission of their Bid Forms.
VI.2.6. The Act requires the Procurement Administrator to notify Bidders that the
Procurement Administrator may, in its discretion, enter into post-bid price
negotiations with Bidders. The Procurement Administrator has decided that there
will be no post-bid negotiations. All Bids that meet the benchmarks are evaluated on
a price-only basis. In accordance with the Act, benchmarks are established by the
Procurement Administrator, in consultation with the IPA, the Procurement Monitor,
and the ICC Staff. The benchmarks are confidential and are subject to review and
approval by the ICC.
VI.2.7. The evaluation of Bids proceeds in two steps. In the first step, all Bids that fail to
meet the benchmarks established by the Procurement Administrator, the
Procurement Monitor and the IPA are eliminated. In the second step, the
Procurement Administrator evaluates the Bids that meet or beat the benchmarks and
selects a package of Bids that procures all needed blocks at the lowest average cost
per MWh. This package of Bids is called the Least Cost Package.
VI.2.8. If, for a particular Segment of a month, an insufficient number of Bids is received, for
evaluation purposes the benchmark is used for each block that has not received a Bid.
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VI.2.9. It is possible that multiple Bidders could submit Bids of the same amount ($/MWh) for
the same Product or Combination, resulting in a tie for the highest accepted price for
a Product or Combination. Such Bids are Tied Bids (at the Tied Price) for a Product or
Combination. If, in order to fill the Target exactly, only some of the Tied Bids for a
Product or Combination must be accepted, the Bids included in the Least Cost
Package will be selected at random from the Tied Bids on a Product or Combination.
For the first block needed at the Tied Price, the probability that a particular Bidder is
chosen is the number of blocks that the Bidder bid at the Tied Price divided by the
total number of blocks bid at the Tied Price. If a second block is needed at the Tied
Price, the probability that a particular Bidder is chosen is the number of blocks that
the Bidder bid at the Tied Price (and that are not already part of the Least Cost
Package) divided by the total number of Tied Bids that are not part of the Least Cost
Package. The Procurement Administrator repeats this procedure until the Target for
the Segment and month is filled. No selection preference will be given to identical
Bids submitted at any particular time or in any particular way.
VI.2.10. By 6 PM on the first business day after the Bid Date, the Procurement Administrator
notifies a Bidder that had Bids that were evaluated whether any of the Bidder’s Bids
are recommended for acceptance by the Procurement Administrator. The
Procurement Administrator identifies to a Bidder the number of blocks of each
Product and each Combination for which the Bidder’s Bids are recommended for
acceptance, and identifies the Bid that is the price for each such block. The
Procurement Administrator ascertains at that time the contact information of the
representatives of the Bidder who would take part in the contract execution process
if the ICC approves the Bidder’s Bids. This notification occurs by telephone with a
written confirmation by email upon request by the Bidder. The Procurement
Administrator provides no other information to a Bidder about the results of the
procurement event.
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VI.2.11. Within one (1) business day of the Bid Date, the Procurement Administrator will
submit to the ICC a confidential report that will provide the results of the bidding for
each Product and for each Combination as well as a recommendation on whether
these results should be accepted or rejected. Also within one (1) business day of the
Bid Date, the Procurement Monitor will submit to the ICC a confidential report
regarding the results of the RFP. The ICC will decide whether to accept or reject the
results of the RFP within two (2) business days of receiving the confidential reports
from both the Procurement Administrator and the Procurement Monitor.
VI.2.12. If the ICC accepts the results of the RFP, the Procurement Administrator will notify all
Bidders whether some or all of their Bids were accepted by the ICC. Such Bidders are
called winning Bidders. The Procurement Administrator notifies each winning Bidder
of the number and price of blocks won of each month and Segment. The Procurement
Administrator also provides to ComEd the name of each winning Bidder, and for each
such winning Bidders, the number and price of blocks won of each month and
Segment. For each Segment of each month, the price paid to the winning Bidder is
the average of the Bidder’s own winning Bids for all blocks of that Product and for all
blocks of a Combination that includes that Segment of that month.
VI.2.13. In accordance with the Act and ICC Orders, the following information will be made
public at the time of ICC approval of a procurement event: (i) the names of
successful Bidders; (ii) the load-weighted average of the winning Bids for each
Segment of each month; (iii) the load-weighted average of the winning Bids for each
Product and for each Combination; and (iv) the number of megawatts awarded for
each Segment of each month, provided that there are at least three successful
Bidders.
VI.2.14. If the ICC approves some or all of the Bidder’s Bids, by the end of the first business
day after the ICC decision approving the results, ComEd executes the signature page
of the STP Master Agreement. ComEd also prepares and sends an unexecuted
electronic copy of the Confirmation to the Bidder. The Officer of the Bidder must
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sign the unexecuted Confirmation and send the partially executed Confirmation
electronically to ComEd to acknowledge the Transaction details by 12 PM (noon CPT
or 1 PM Eastern Prevailing Time) on the business day after receipt of the unexecuted
copy of the Confirmation. By 3 PM (or 4 PM Eastern Prevailing Time) on the same
business day, ComEd signs the partially executed Confirmation and sends the fully
executed copy electronically to the Bidder to acknowledge the transaction details.
By close of business on that same business day, the Bidder must send two (2) partially
executed, hardcopy originals of the Confirmation to the ComEd via overnight delivery.
By the end of business day during which the hardcopy originals of the Confirmation
were received, ComEd executes the two (2) hardcopy originals of the Confirmation,
retains one (1) original and sends the other, along with one (1) original, fully
executed signature page of the STP Master Agreement to the Bidder.
VI.2.15. If the ICC approves some or all of the Bidder’s Bids, the Procurement Administrator
sends, on behalf of the IPA, two (2) partially executed hardcopy originals of the
Supplier Fee Binding Agreement to the Bidder for receipt by the Bidder on the first
business day after the ICC decision. An authorized representative of the Bidder must
execute the two (2) hardcopy originals of the Supplier Fee Binding Agreement and
must send an electronic copy of the executed Supplier Fee Binding Agreement to the
Procurement Administrator by 12 PM (noon) CPT (1 PM Eastern Prevailing Time) on the
business day following the day of receipt of the two (2) partially executed hardcopy
originals of the Supplier Fee Binding Agreement. By close of business on that same
business day, the Bidder must send one (1) full executed, hardcopy original of the
Supplier Fee Binding Agreement to the Procurement Administrator via overnight
delivery. The Supplier Fees are due to the IPA no later than seven (7) business days
after the ICC approval of the results.
VI.2.16. The Procurement Administrator will inform qualified Bidders of the amount of the
Supplier Fee per block on-peak and the amount of the Supplier Fee per block off-peak
no later than 6 PM on the Part 2 Date. The Procurement Administrator will provide
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estimates of the Supplier Fee per block on-peak and the Supplier Fee per block off-
peak at the Bidder Information Session.
VI.2.17. ComEd files its generation supply charges for each customer group within two (2)
business days of the ICC decision.
VI.2.18. If the ICC rejects the results of the procurement event or if not all blocks of each
month and Segment are filled, the Procurement Administrator, the Procurement
Monitor, and the ICC Staff will meet within 10 days of the ICC decision to analyze
potential causes of low supplier interest or causes for the ICC decision. The
Procurement Administrator may implement changes and hold a second procurement
event if such changes would address concerns causing the Commission to reject the
results of the first procurement event.
VI.3. Personnel and Confidentiality
VI.3.1. Any information provided by a Bidder in its Part 1 Proposal is provided on a
confidential basis to the Procurement Administrator, and may be provided on a
confidential basis to the Procurement Monitor, to the IPA or to ICC Staff. ComEd
representatives will review the information provided to fulfill the requirements of
Section IV.2 and Section IV.6, and will participate in the evaluation of the
creditworthiness of each Bidder. Any information provided to ComEd is also provided
to the Procurement Monitor.
VI.3.2. Any information provided by a Bidder in its Part 2 Proposal is provided on a
confidential basis to the Procurement Administrator, and may be provided on a
confidential basis to the Procurement Monitor, to the IPA or to the ICC Staff. ComEd
representatives will review the Pre-Bid Letter of Credit with the name of the Bidder
and the amount redacted and will participate in the evaluation of this Pre-Bid Letter
of Credit. Any information provided to ComEd is also provided to the Procurement
Monitor.
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VI.3.3. The Procurement Administrator, the Procurement Monitor, and representatives from
ComEd involved in the evaluation of Proposals will consider all data and information
provided by Bidders in response to this RFP to be confidential and will attempt to
limit its disclosure to the public in accordance with the provisions of this Section.
ComEd will also take reasonable action to ensure that its employees, representatives
and agents authorized to consider and evaluate all Proposals protect the
confidentiality of such data and information. Each Representative of the
Procurement Administrator, Procurement Monitor, and ComEd that has access to any
portion of the Proposals is required to sign a Confidentiality Statement in the form of
Appendix 8 to these STP Rules prior to evaluation of any portion of the Proposals.
The list of all signatories is available to a Bidder upon request.
VI.3.4. However, absolute protection from public disclosure of the Bidders’ data and
information filed in response to this RFP cannot be provided and is not intended. By
submitting a Proposal in response to this RFP, each Bidder acknowledges and agrees
to the limitations of the confidentiality provisions set forth in this Section.
VI.3.5. In addition, the Bidders’ data and information filed in response to the RFP will be
disclosed if required by any federal, state or local agency (including, without
limitation, the ICC) or by a court of competent jurisdiction. ComEd or the
Procurement Administrator will notify the Bidder in advance of such disclosure and
cooperate with such Bidder, to the extent deemed reasonable by ComEd, and at the
expense of the Bidder, to prevent the disclosure of such materials. In any event,
ComEd, its employees, and agents including the Procurement Administrator will not
be responsible to the Bidders or any other party or liable for any disclosure of such
designated materials before, during or subsequent to this RFP.
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ARTICLE VII. Reserved Rights
VII.1.1. ComEd will not be liable to any Bidder or any other party for failure to execute a STP
Master Agreement. Nothing herein may be construed to bind ComEd unless and until
the ICC has approved winning Bids, and each STP Master Agreement and Confirmation
with a Bidder has been executed and is effective. Once effective, it is the STP Master
Agreement and not STP Rules or any documents relating thereto that will govern the
relationship between and the responsibilities of the parties.
VII.1.2. The Procurement Administrator reserves the right to reject Proposals submitted in
response to this RFP that are incomplete, or do not conform with the requirements of
this RFP, or are submitted beyond the deadline for submission, or are submitted by a
Bidder that tries to unduly influence in any way the evaluation process.
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