Request for Proposals

HOLY CROSS ENERGY ALL-SOURCE RFP

Issue Date: January 8, 2020 Proposal Due Date: March 2, 2020 Issued by: Holy Cross Energy

3799 Highway 82 P.O Box 2150 Glenwood Springs, CO 81602-2150 RFP Website: www.holycross.com/request-for-proposals/all-source-rfp/

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REQUEST FOR PROPOSAL Holy Cross Energy (HCE) issues this Request for Proposals (RFP) from qualified individuals and firms for resources that meet one or more of HCE’s needs as outlined in this RFP. HCE’s focus for this RFP is on clean, non-carbon emitting utility-scale (200 kW combined capacity or larger) energy projects, and flexible, load-side DERs.

ABOUT HOLY CROSS HCE is a not-for-profit cooperative association utility providing electricity and related services to approximately 43,000 members, primarily located in the Western Colorado counties of Eagle, Garfield, and Pitkin.

HCE is governed by a member-elected Board of Directors consisting of seven active HCE members from specific geographical districts serving staggered three-year terms. HCE is not subject to the economic (ratemaking) jurisdiction of the Colorado Public Utilities Commission because its members have elected to exempt HCE from such jurisdiction. HCE remains subject to the Commission's complaint and territorial jurisdiction and is also subject to any federal, State or local authority with appropriate jurisdiction.

HCE has a peak winter load of about 270 MW, a peak summer load of about 145 MW, and provides 1,200,000 MWh in retail sales to about 58,000 meters. Peak daily system load typically occurs in the evening hours throughout the year. Power supply resources include long term contracts with Xcel Energy, Guzman Energy, Western Area Power Administration, an ownership share in the Comanche 3 coal-fired power plant near Pueblo, CO, and various local renewable generating facilities, including biomass, coal-mine waste methane, and solar and hydropower facilities within HCE’s service territory. HCE’s Board of Directors has adopted a voluntary goal of supplying 70% of the electricity used to serve customer load with renewable resources by 2030 as a part of HCE’s Seventy70Thirty plan.

GENERAL INFORMATION FOR RESPONDENTS 1.1. Definitions Except as otherwise specifically provided, definitions are set forth as follows: All-Source – Refers to clean energy projects, load-side DERs, software, or other resources that will help reach HCE’s Seventy70Thirty plan and meet HCE’s future flexibility needs. Behind the Meter/Load-Side – Refers to member premises on the member’s delivery side of HCE’s retail meters.

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Contract – Refers to the final agreement reached between the successful Respondent(s) and HCE. Distributed Energy Resource (DER) – Refers to a source or sink of power that is located on the HCE distribution system or behind a customer meter. These resources may include, but are not limited to, electric storage resources, distributed generation, thermal storage, and electric vehicles and their supply equipment. Distribution System – Refers to HCE’s local grid, primarily operated at 25 kV, not inclusive of Bulk Electric Grid delivery system. Green Attributes – Refers to Renewable Energy Credits, carbon offsets or any other environmental attributes produced by a resource responding to this RFP. HCE – Holy Cross Electric Association, Inc. a/k/a Holy Cross Energy. Point of Delivery – Refers to the point of common coupling where system operation and the resource ties in with HCE’s Distribution System. Proposal – Refers to all documents that the Respondent must submit to the HCE representative prior to the Proposal Due Date. Proposal Due Date – Refers to the time and date indicated in the RFP as the latest date and time that a Proposal will be accepted.

PSCo – Refers to Public Service Company of Colorado, a subsidiary of Xcel Energy.

Purchase Power Agreement (PPA) – Refers to a contract to purchase energy, capacity, and Green Attributes from an energy resource. A recommended form of PPA is attached as Attachment 4.

Request for Proposal (RFP) – refers to this document and its Attachments. Respondent – Refers to the firm or site owner that responds to the RFP.

Utility Scale – Represents a capacity of 200kW or larger for the purposes of this RFP.

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1.2. Code of Conduct and Fair Competition It is the responsibility of the Respondent to notify the HCE Representatives in writing of any possible conflict of interest as set forth below. HCE will investigate the matter and determine if an actual conflict of interest exists. A conflict of interest arises when an HCE board member, spouse of a board member, employee, officer, or agent involved in the RFP process or Contract has a financial or any other interest in a Respondent. If a conflict of interest exists, the Respondent may not submit a Proposal. HCE may cancel the award if, in its sole discretion, HCE determines that any interest disclosed from any source could give the appearance of a conflict or cause speculation as to the objectivity of the product or service delivered by the Respondent. HCE’s determination regarding any question of conflict of interest shall be final. 1.3. Compliance with Federal, State, and Local Laws Respondent warrants in submitting a Proposal and in the performance of an award as a result of the Proposal, that Respondent has complied with, or will comply with, all applicable federal, state, and local laws, ordinances and all lawful orders, rules, and regulations thereunder. 1.4. Confidentiality Any portions of the RFP containing confidential or proprietary information should be clearly marked “Proprietary and Confidential.” HCE reserves the right to release any such information to its agents or contractors for the purpose of evaluating the respondent’s proposal. Under no circumstances will HCE be held liable for any damages resulting from any disclosure of respondent’s claimed confidential information during or after the RFP process.

1.5. Limitation of Liability HCE makes no representations, warranties, or guarantees that the information contained herein is accurate, complete, timely, or that such information accurately represents the conditions that would be encountered in pursuing the work or at the site(s) of work now or in the future. The furnishing of such information by HCE shall not create or be deemed to create any obligation or liability upon it for any reason whatsoever and each Respondent, by submitting its Proposal, expressly agrees that it has not relied upon the foregoing information, and that it shall not hold HCE liable or responsible therefor in any manner whatsoever. Accordingly, nothing contained herein and no representation, statement or promise, of HCE, its directors, officers, agents, representatives, or employees, oral or in writing, shall impair or limit the effect of the warranties of the Respondent required by this RFP. Respondent shall not hold or attempt to hold HCE liable or responsible for any failure of any representation,

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statement or promise, of HCE, its directors, officers, agents, representatives, or employees, oral or in writing in any manner whatsoever. 1.6. Qualifications of Respondent Respondent must possess the ability to perform successfully under the terms and conditions set forth in the RFP. Consideration shall be given to such matters as Respondent’s integrity; record of past performance; and financial and technical resources. 1.7. HCE Service Area HCE provides electricity and energy products and services to more than 43,000 members in the Western Colorado Counties of Eagle, Pitkin, Garfield, Mesa, and Gunnison. More detailed maps are available as outlined in Attachment 1.

1.8. Interconnection HCE will give preferential consideration to generating facilities located within HCE’s service territory that are able to interconnect and deliver power to HCE’s Distribution System and/or

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substations from which HCE serves load. Respondents must enter into an Interconnection Agreement with HCE in HCE’s standard form for an in-footprint site prior to the delivery of any energy from the associated generation facility. Attachment 1 shows HCE’s certificated service territory and approximate substation locations. HCE owns the Aspen, Basalt Distribution, Snowmass, and Wolcott substations. HCE serves load from the Avon, Beaver Creek, Cooley Mesa, Crystal, Parachute, Rifle, and Vail substations, all of which are owned by PSCo. Any substation interconnection will likely require the addition of a new feeder breaker, the cost of which will be evaluated by HCE. There are several transmission switching stations and distribution substations located near HCE’s territory. Sites not interconnected with HCE’s distribution system shall be connected to a point of delivery on PSCo’s transmission system.

1.9. Interconnection Cost

The interconnection costs up to the Point of Delivery shall be the responsibility of the developer. HCE will fund the delivery system upgrade costs after the Point of Delivery for projects that are selected. HCE will evaluate the post-Point of Delivery interconnection costs as a part of the RFP evaluation and will not assign those costs to the developer.

1.9.1. High Penetration Feeders There is currently 36 MW of distributed generation interconnected to HCE’s Distribution System. Interconnection to feeders that have a higher penetration of distributed generation is likely to be more complex and expensive than to lower penetration feeders. Current high-penetration feeders:

• Basalt Distribution Substation – Frying Pan Circuit (Hydro) • Cooley Mesa Substation – Gypboard Circuit (Biomass) • Crystal Substation – Carbondale Circuit (PV) • Rifle Substation – Rifle East Circuit (PV)

1.10. Metering Voltage & Project Transformers HCE’s operates a 14.4/24.9 kV grounded wye Distribution System across most of its territory. All facilities under this RFP must be effectively grounded three phase systems connected via a wye-wye or zig-zag transformer. Respondent may propose metering at primary or secondary voltages, all Proposals will be adjusted for project transformer losses during evaluation.

For primary metered facilities, the Point of Delivery shall be a disconnect downline of the metering equipment. Respondent shall own, operate, and maintain the equipment on its side of the Point of Delivery. HCE may enter into an O&M agreement for this equipment at HCE’s sole discretion.

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For secondary metered facilities, the Point of Delivery shall be the low side of the transformer bushings. Respondent shall own, operate, and maintain all secondary equipment, except the meter and metering instruments. The largest 277/480V transformer for which HCE maintains inventory in stock is 2 MVA. 1.11. AMI Metering and Communications In 2015 HCE completed an upgrade to an AMI (Advanced Metering Infrastructure) system using Landis+Gyr’s RF (Radio Frequency) Gridstream Mesh Network. The meters are currently programmed to collect 15-minute data along with other information that is communicated back over the mesh to a central head-end system. HCE utilizes Survalent Technology Corporation’s SCADA platform. Dispatch controlled resources should be capable of integration into this platform.

HCE RESOURCE PLAN BACKGROUND 1.12. Seventy70Thirty Background In 2018 HCE announced the formal adoption of the Seventy70Thirty plan, its new clean energy and greenhouse gas reduction goals for its future power supply resources. The goals call for the following targets to be met by 2030:

• Use clean and renewable resources to supply at least 70% of the power provided to HCE members, compared to approximately 39% today;

• Reduce the greenhouse gas emissions associated with HCE’s power supply by 70% from 2014 levels; compared to approximately 25% today; and

• Accomplish both of these goals with no additional increase in the cost of power supply. To meet its new goals HCE will increase its purchases of renewable energy while reducing its dependence on coal-fired generation. In addition HCE will further improve the energy efficiency of its network and the buildings, vehicles, and businesses connected to it. Finally HCE will accelerate investments in new renewable energy resources directly connected to HCE’s electric distribution grid and the homes and businesses HCE serves. In response to these goals HCE’s resource plan was developed and includes three key areas: the bulk system, the Utility Scale distributed system, and the behind-the-meter distributed system.

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1.13. Bulk System HCE’s bulk system resource plan includes three key areas:

• Wholesale Energy Status: HCE has signed contracts with Guzman Energy, wherein HCE sells the output of Comanche 3, and purchases cost-effective wholesale energy with renewable attributes.

• 100 MW Wind Status: HCE has signed a PPA for the development of a 100 MW wind farm, with an expected Commercial Operations Date (COD) of December, 2020.

• 30 MW PV Status: HCE has signed a PPA for the development of a 30MW solar farm, with an expected COD of 2022.

1.14. Distributed System – Utility Scale As a part of its resource plan, by 2030, HCE plans to develop additional clean, non-emitting energy projects in its territory. 1.15. Distributed System – Behind the Meter In addition to Utility Scale resources, HCE’s resource plan calls for a continued commitment to:

• 0.5% per year of energy efficiency improvements as a % of sales; and • Support for 2 MW per year of new rooftop PV.

ALL-SOURCE SOLICITATION NEEDS As HCE’s bulk resource developments come online, HCE has an increased need for flexible and dispatchable resources. Proposals that meet HCE’s needs may include resources with any of the following characteristics:

• Connection to HCE’s Distribution System • Clean, non-carbon emitting energy projects (retrofitting non-renewable resources is also

acceptable) • Green House Gas offset projects • Community solar projects • Dispatchable controls and optimization software and hardware • Coincident peak mitigation capabilities • Renewable oversupply mitigation capabilities • System resilience capabilities • Resource adequacy attributes • Ancillary service capabilities (flexible dispatch, ramp rate, voltage control and frequency

regulation)

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• Resource ability to follow or set a control setpoint for real and reactive power, voltage or power factor

HCE may evaluate competitive bulk system Proposals, but is specifically requesting Proposals for the following resources:

1.16. Distributed Resources – Utility Scale

Examples include without limitation: • Solar • Hydro • Coal-mine methane • Biomass • Storage • Novel ideas for managing renewable over/under supply • Other local resources (e.g. hydro, peaking plants)

HCE will also consider renewable energy projects paired with storage capabilities. Project sizing should be at least 200 kW combined capacity. Proposals will be evaluated for resources with COD between 2020 and the end of the resource planning period (2030).

1.17. Load-Side Resources Proposals will be also be accepted for load-side, behind-the-meter resources that can be offered as a part of HCE’s retail program offerings. HCE has three retail tariffs that may be used to assist in the deployment of these resources as well as to provide value back to the participating member. These tariffs broadly described as: DER Service Agreement: Retail tariff in place to help members overcome investment hurdles and repay the DER installation cost to HCE over time. Peak Time Rebate (PTR): Retail tariff that pays members for ~8 hours per month of demand response at a rate of either $.50/kWh reduced or $1.00/kWh reduced (compared to the meter data baseline). Distribution Flexibility Tariff (DFT): Retail tariff that can provide members a monthly bill credit for allowing HCE operational control over the DER. Note: bids that are submitted

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for DERs that may be compensated under the DFT must include an ability for a control interface, preferably not a proprietary interface for a single DER manufacturer.

HCE will consider load-side, behind-the-meter resources including without limitation:

• Battery storage – residential scale • Battery storage – commercial scale • Pumped Hydro Storage • Behind-the-meter generators • Electric water heater controls • Thermal heating controls • Electric Vehicle Supply Equipment (EVSE) controls • Flexible additional electric load • Flexible distributed energy resource (DER) equipment • Software solutions for dispatchable DER operations including application program

interface (API)

1.18. Land HCE will consider land submittals for renewable generation siting. The land must be a minimum of ten acres in size. HCE may pair submitted land parcels with selected developers/projects.

PROPOSAL SUBMITTAL OPTIONS HCE will evaluate three different categories of Proposal submittals:

Tier 1: Land Only These submittals will come directly from site owners within HCE’s service territory. HCE may pair viable land Proposals together with approved developers/projects. HCE, at its sole discretion, may select any, all or none of the land Proposals, and does not guarantee the selection of any of the land Proposals. Tier 2: Project Only These submittals will come from developers wishing to submit a project without land costs included. HCE may pair viable projects with viable land Proposals. Tier 3: Project and Land These submittals will come from developers wishing to submit a fully developed Proposal, including a project and negotiated site.

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COMPLETION EXPECTATIONS 1.19. RFP Schedule HCE has established the target schedule shown below for the RFP. HCE may amend the target schedule at any time.

Event Date

RFP Issuance January 8, 2020

Proposal Submittal Date March 2, 2020

Estimated Notification of Short-Listed Offers for Detailed Evaluation

June 1, 2020

1.20. Contact Information, Questions and Answers This RFP, all RFP-related documents and forms, and other related information can be accessed at HCE’s All-Source RFP website. The website can be found at the following URL: www.holycross.com/request-for-proposals/all-source-rfp/ It is the Respondent’s responsibility to access the website to investigate any changes and addendums to this RFP and to obtain copies of any such information from the website.

Respondents may submit written requests for additional information via e-mail only. Any requests should be sent to resourceRFP@holycross.com . Questions submitted by Respondents and the answers to those questions will be sent to the inquiring party via e-mail and posted on the RFP website that will be accessible to all Respondents during the RFP process. All questions will be redacted to remove personal, company, or site related information at HCE’s discretion. Any questions sent to any other e-mail address will not receive a response.

HCE will establish an email distribution list for updates to this RFP. An e-mail will be sent when changes to the RFP website or documents are made including updated question and answer lists. Please send an e-mail to resourceRFP@holycross.com requesting to be added to this list. Please note that all parties who submit questions to this address will automatically be added to the distribution list.

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1.21. Proposal Submission Proposals must be in electronic format and each Proposal must be delivered to resourceRFP@holycross.com by 4:30 P.M. (MST) on March 2, 2020. Proposals received later than the due date and time will be rejected without opening. A Proposal may be withdrawn at any time prior to the due date and time for receipt of Proposals set forth above.

Proposals must be submitted with the following email header and Respondent’s company name clearly indicated in the body of the email:

2020 All-Source RFP Response Confidential Proposal

1.22. Proposal Evaluation Fee Each Respondent must include with the documentary Proposal a proposal evaluation fee payable to HCE at the time of submission of its Proposal. Checks should be made out to “Holy Cross Energy”. The proposal evaluation fee is $250 for each Proposal submission. Checks should be clearly marked and noted which proposal the check belongs to by noting on the package the Respondent’s company name and proposal name/number (if applicable).

If sent by the United States Postal Service, checks should be addressed to:

Holy Cross Energy Attn: Resource Planning PO Box 2150 Glenwood Springs, CO 81602-2150

If delivered by any other means, checks should be addressed to:

Holy Cross Energy Attn: Resource Planning 3799 Highway 82 Glenwood Springs, CO 81601

Site owners submitting land under this RFP will not pay a Proposal evaluation fee.

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SUBMITTAL PREPARATION 1.23. Proposal Content Requirements The content and format requirements for all Proposals submitted in response to this RFP are outlined here. A Proposal that does not include all the information required below may be deemed incomplete and is subject to rejection. If it appears that certain information is inadvertently omitted, then HCE may contact the Respondent to obtain the information. Proposals must include all the items listed below, as applicable based on the Proposal tier, in the order listed:

Content Requirements Tier 1 - Land Tier 2 - Project

Tier 3 – Project and Land

1) Cover Letter N/A Required Required 2) Executive Summary N/A Required Required 3) Technical Proposal Form N/A Required Required 4) Respondent Information Required Required Required 5) Project Details N/A Required Required 6) Site Information Required N/A Required 7) Resource Availability N/A Required Required 8) Pricing Required Required Required 9) Operations and Maintenance Plan N/A Required Required 10) Project Schedule N/A Required Required 11) Financing Plan N/A Required Required 12) Additional Information N/A Required Required

Note: the requirements under each of the Proposal sections focus on more stringent requirements for Utility Scale generation facilities. HCE will still evaluate Proposals for site locations, Load-Side Resources and software if the Respondent chooses to omit non-applicable portions of the Proposal content requirements.

1.23.1. Cover Letter The cover letter must include all signatures necessary to approve and submit the Respondent’s Proposal by a representative having the authority to contractually commit the Respondent for Respondent’s offer provided in the Proposal and be dated no later than the Proposal Submittal Date. 1.23.2. Executive Summary The Executive Summary should highlight the content of the Proposal.

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1.23.3. Technical Proposal Form Respondent must complete all applicable portions of the Technical Proposal Form (Attachment 3). A completed electronic copy of the Technical Proposal Form must be submitted in a Microsoft Excel format (.xls or .xlsx file) with the Proposal by the Proposal Submittal Date.

1.23.4. Respondent Information The Respondent should provide the following information in a narrative form:

1) Primary and alternative contact information including contact name(s) and title(s), mailing address(s), phone number(s), and e-mail address(s); and

2) A profile of the respondent’s company including credit rating, as applicable 3) A description of the experience of the company as it relates to this RFP 4) The proposed team that will be working on this project 5) Other information deemed appropriate by Respondent

1.23.5. Project Details The Respondent should provide a detailed description of the proposed project details. In particular, the Respondent should provide, as applicable:

• Capacity • Capacity factor • 8760 data of expected project output • Degradation • Cycling capabilities • Dispatch characteristics (ramp rate, etc.) • Storage state of charge monitoring • Detailed O&M schedule • Associated Green Attributes • Equipment specs

Details provided in .xls format may be omitted from here.

1.23.6. Site Information Site owners will be responsible for submitting the following information as a part of owner’s Proposal:

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• Provide a legal description, including Section, Township, & Range for the site(s) and both a street map and the appropriate section of a USGS (or equivalent) map showing the location(s); and

• Provide the County Assessor’s parcel number(s), site address(s) (or a general description if not available), and site coordinates; and

• Provide an aerial photo or Google Earth (or similar) image of the project site(s); and • Provide a description of the number of acres at the site, topography, and site access

roads; and • Identify any land use or zoning changes that will be required, the relevant

permitting authority, and an outline of the timeline to receive such approvals; and • Identify any mitigation requirements already defined and estimated cost, and any

future site procurement costs and environmental permitting work to be completed.

Applicable to projects/resources that will be directly connected to HCE’s Distribution System (i.e. not behind-the-meter DERs or software). The Respondent must:

1) Provide a legal description, including Section, Township, & Range for the generating facility site(s) and both a street map and the appropriate section of a USGS (or equivalent) map showing the location(s) of the generating facility(s); and

2) Provide an aerial photo or Google Earth (or similar) image of the project site(s) showing the proposed layout of project facilities, including, as applicable modules, inverters, other equipment skids, metering points and project transformers; and

3) Provide a one-line drawing of the project(s) showing all major equipment from modules to the Project transformer(s) for secondary voltage metering or the Point of Delivery for primary voltage metering; and

4) Provide the County Assessor’s parcel number(s), site address(s) (or a general description if not available), and site coordinates; and

5) Provide a description of the lease/ownership arrangement in place, the number of acres at the site, site access roads, and the distribution and any other necessary infrastructure additions required outside of the site boundaries for the Proposal to be implemented. The map should show all land parcels, with parcels owned, leased or optioned by the Respondent clearly marked; and

6) Include documentation of site control and property rights and where in the process the control is (i.e. easement/ROW negotiations complete, easement and land use grant applied for and expected date, site rights granted and when, executed site option with ongoing option payments, and unilateral right to strike

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on-site option at agreed upon price or prices over the tenure of the option agreement, etc.); and

7) Identify any land use or zoning changes that will be required, the relevant permitting authority, and an outline of the timeline to receive such approvals; and

8) Identify any mitigation requirements already defined and estimated cost, and any future site procurement costs and environmental permitting work to be completed.

1.23.7. Resource Availability Respondent must provide sufficient information to provide assurance to HCE that the resource will be able to meet its projected production/performance estimates for the duration of the resource life. In particular, the Respondent should provide the following information:

• Describe the sources of production/dispatch/lifetime data estimates. • Provide information and data from other similar resources. • Identify the number of years of data, and the accuracy of the data. • Provide the name and version of the software model used to calculate the

resource performance along with all inputs and outputs from such model.

1.23.8. Pricing Site owners should submit pricing in terms of sale or lease price per acre – or other compensation expectations, such as renewable energy credits or financial offsets to their retail electric costs. For other than for land-only Proposals, then the Respondent must provide a full and complete description of the energy, and Green Attributes in $/MWh (AC) units (as applicable) and the proposed term of the contract. Storage projects should provide pricing in $/MW/Month units. HCE will evaluate other pricing structures for Behind the Meter resources, including but not limited to, upfront cost for HCE to own, multi-year contracts, pay-for-performance, etc. HCE will accept either prices that are flat or with a fixed escalator in this process. Prices must include all costs for which Respondent intends to seek compensation from HCE. To the extent a Proposal’s expected generation/dispatch pattern is likely to overlap with HCE’s wholesale billing peak, a risk-adjusted capacity credit may be included in the evaluation process, at HCE’s discretion. All Proposal pricing will be adjusted for

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transformation losses during the evaluation process, based on HCE’s technical analysis of site details from the Proposal.

1.23.9. Operations & Maintenance Plan The Respondent must provide a description of the expected operations plan for the generating facility(s). This information should include the following:

• Whether the Respondent will operate and manage the generating facility(s) or will contract for O&M services. If the Respondent plans to contract for O&M services, describe the current status of selecting an O&M contractor.

• Provide a brief description of the basic philosophy for performing O&M, including a discussion of contracting for outside services.

• Provide the expected warranties that will be obtained for all major equipment and/or installation.

• Project retirement and removal costs shall be included in the Proposal.

1.23.10. Project Schedule All Proposals must provide a detailed schedule of activities and completion dates.

1.23.11. Financing Plan Respondent should provide a detailed description of the financing plan for the project to support the commercial operation date of the facility(s). Additionally, Respondent should provide information on any previous similar projects for which the Respondent obtained funding. Respondent shall:

• Provide an estimate of the total cost of installation for each facility, separate from estimated interconnection costs; and

• Describe any awards, grants, special tax treatment or credits, loan guarantees or other subsidies that are or may be sought in connection with the generating facility(s). Describe the subsidies, identify any critical schedule deadlines, and indicate the anticipated likelihood of the Respondent and the generating facility(s) receiving such subsidies; and

• Explicitly identify the economic and other impacts to the generating facility(s) in the event that a subsidy is not received; and

• Include a seller security proposal for PPA delay or nonperformance, including liquidated damages requirements (e.g. corporate surety bond or bank letter of credit).

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Finalists may be asked to provide a confidential pro-forma financial model of the Respondent’s Proposal. Refusal to provide a pro-forma financial model when requested by HCE will disqualify a Proposal from further consideration.

1.23.12. Additional Information Respondent may provide any additional information the Respondent believes will assist HCE in its evaluation of the Respondent’s Proposal.

EVALUATION PROCESS 1.24. Proposal Opening and Evaluation Opening of the Proposals will not be done in public. Proposals will be screened for completeness and responsiveness to the RFP. Any Proposals that do not meet the content and organizational requirements specified herein may be eliminated from further consideration. HCE may, at its sole discretion, request additional information about any item in a Respondent’s Proposal. Such requests will be made in writing via e-mail. The Respondent is required to provide a written response via e-mail to the sending e-mail address within five business days or HCE may, at its sole discretion, deem the Respondent to be nonresponsive and HCE may reject any further responses and terminate any discussions at any time. HCE encourages Respondents to provide one or more alternate points of contact for any questions. 1.25. Screening for Responsiveness All Proposals received will be evaluated for responsiveness and completeness. HCE may eliminate any Proposals that (a) are non-conforming to this RFP, (b) do not meet the minimum requirements set forth in this RFP, (c) are not economically competitive with other Proposals, or (d) are submitted by Respondents that lack appropriate qualifications. Please be certain that all required information is included in the Respondent’s Proposal, as HCE will not be required to notify the Respondent of incompleteness, seek clarification, or ask for additional information. Failure to provide the information set forth herein may be grounds for elimination of consideration. 1.26. Representations This RFP does not commit HCE to enter into a contract, nor does it obligate HCE to pay for any costs incurred in preparation and submission of Proposals or in anticipation of a contract. HCE may modify or withdraw this RFP, negotiate with Respondents to resolve contractual specifications, or accept or reject any or all responses and to terminate Contract development at any time. Prior to the execution of a Contract, HCE may:

• Request additional information from a Respondent; and • Reject any or all Proposals; and

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• Accept other than the lowest cost Proposal(s); and • Obtain clarification from Respondents concerning Proposals; and • Conduct Contract development discussions with selected Respondents; and • Issue or reissue a new or amended RFP.

1.27. Ownership All materials submitted in response to this RFP become the property of HCE upon submission. Selection or rejection of a Proposal does not affect this ownership right. All copyright of materials produced under any contract or subcontract awarded as a result of this RFP shall be retained by HCE. All forms of documents and data generated as a result of this RFP and any Contract or subcontract awarded as a result of this RFP are owned by and shall be delivered to HCE at the direction of the HCE Representative. During the period of performance, the information may not be disclosed by the Respondent to third parties, except as expressly provided in the Contract, without the written permission of the HCE Representative. 1.28. Project Preferences HCE may make an award for reasons other than the lowest price offered. The following general criteria (in no particular order) are defined to provide guidance to all Respondents, but are not an exhaustive list of criteria that will be used in selection:

• Cost: Preference will be given to Proposals able to provide renewable energy and Green Attributes to HCE at the lowest reasonable cost. A pricing structure based solely on energy production ($/MWh) and/or energy capacity ($/MW) is preferred.

• Operations & Maintenance: Proposals that include a comprehensive plan for continuing operations and maintenance are preferred.

• Location: Proposals for sites that will require fewer line extensions, system alterations, or system improvements are preferred. Projects with minimal impact to the existing Distribution System are preferred.

• Term: Proposals for a 10-15 year PPA with an option to purchase remaining facilities at some point after the COD or upon expiration of tax credit availability are preferred, but other terms will be considered.

• Timing: Proposals that can reasonably be expected to achieve earlier commercial operations are preferred.

• Technology: Proposals that use proven technology are preferred. • Labor: Proposals that use local labor forces are preferred. • Seller Performance Risk: Proposals that place the project performance risk on the

seller are preferred.

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1.29. Proposal Selection HCE may make an award without further discussion of the Proposals submitted; there may be no best and final offer procedure. Interviews and negotiations may be conducted with one or more of the Respondents. Each initial offer should contain the Respondent’s best terms from a cost or price, service, timing, and technical standpoint. HCE may conduct background checks of the Respondent and its principals and may consult references familiar with the Respondent and its principals regarding prior operations and projects, financial resources, reputation, performance, or other matters. Submission of a Proposal shall constitute permission for HCE to make such inquiries and authorization to third parties to respond thereto. If a written consent is required by HCE, then the Respondent and its principals shall sign the consent form as tendered by HCE. HCE may elect to initiate contract negotiations with one or more Respondents including negotiation of costs/price(s) and any other issues or terms and conditions, including modifying any requirement in the RFP. The option of whether or not to initiate contract negotiations rests solely with HCE. No Respondent shall have any rights against HCE arising from such negotiations. The Respondents will be responsible for their travel and per diem expenses, required for any presentations, discussions, and negotiations. As a result of selection of a Respondent to supply products and/or services to HCE, HCE neither endorses nor suggests that the Respondent’s product or service is the best or only solution. The Respondent agrees to make no reference to HCE in any literature, promotional material, brochures, sales presentation, or the like without the prior express written consent of HCE. 1.30. Rejection of Proposals HCE has the right to reject any and all Proposals for any reason. 1.31. Notification of Award An HCE Representative will issue a “Notification of Award” letter to any Respondent selected by HCE once selections have been made. The issuance of the letter shall not constitute any binding Contract between HCE and the Respondent. A binding contract must be entered into between HCE and any Respondent after the letter upon mutually acceptable terms.

END OF REQUEST FOR PROPOSALS—ATTACHMENTS TO FOLLOW

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LIST OF ATTACHMENTS:

Attachment 1: HCE Distribution System Map HCE has made available an electronic map of HCE’s service territory on the RFP website. HCE, at its discretion, will make limited GIS files in .shp format available to Respondents demonstrating prior experience developing similar projects. Requests for GIS files should be made via e-mail to resourceRFP@holycross.com. Please include a brief description of any similar projects completed or under construction within the last three years and the role of the Respondent in those projects. HCE MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING THE ACCURACY OR COMPLETENESS OF ANY CONTENT OR THE INFORMATION REFERENCED IN ATTACHMENT 1. HCE DISCLAIMS ALL WARRANTIES IN CONNECTION WITH THE INFORMATION CONTAINED IN ATTACHMENT 1, AND WILL NOT BE LIABLE FOR ANY DAMAGE OR LOSS RESULTING FROM A RESPONDENT’S USE OF THE INFORMATION IN CONJUNCTION WITH THIS RFP OR OTHERWISE. Attachment 2: Technical Proposal Form Template See the RFP website for a template of the Technical Proposal Form.

Attachment 3: Indicative Forms of PPA