October 3, Submission of Agreement Between Southern California Edison Company and O.L.S. Energy Chino

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1 Russell G. Worden Managing Director, State Regulatory Operations October 3, 2016 ADVICE 3485-E (U 338-E) PUBLIC UTILITIES COMMISSION OF THE STATE OF CALIFORNIA ENERGY DIVISION SUBJECT: Submission of Agreement Between Southern California Edison Company and O.L.S. Energy Chino PURPOSE The purpose of this advice letter is to seek approval of an agreement for the purchase of energy, capacity, and all related products between Southern California Edison Company ( SCE ) and O.L.S. Energy Chino (the Agreement ) 1 from the Chino Power Station ( Chino Facility ). The agreement was executed as part of SCE s fourth Combined Heat and Power ( CHP ) Request for Offers ( RFO ) ( CHP RFO 4 ). BACKGROUND A. Combined Heat and Power Settlement In 2008, diverse parties with divergent interests, including the three investor-owned utilities ( IOUs ), 2 representatives of Qualifying Facilities ( QF ), 3 customer advocacy 1 The Agreement refers to a collective of three agreements that SCE entered into with O.L.S. Energy Chino: a Master Power Purchase and Sale Agreement, a Master Power Purchase and Sale Agreement Confirmation Letter for Resource Adequacy Capacity, and a Master Power Purchase and Sale Agreement Confirmation Letter for Energy Only Unit Contingent Tolling. 2 The three IOUs are SCE, Pacific Gas and Electric Company ( PG&E ), and San Diego Gas & Electric Company ( SDG&E ). 3 The Public Utility Regulatory Policies Act of 1978 ( PURPA ) established a class of generating facilities known as QFs, which, in the furtherance of a variety of energy policy goals, receive special rate and regulatory treatment. QFs fall into two categories: (1) qualifying small power production facilities and (2) qualifying cogeneration facilities. For the purpose of this Advice Letter, QFs are defined as: An electric energy generating facility that complies with the qualifying facility definition established by PURPA and any FERC rules... implementing PURPA and has filed with FERC (i) an application for FERC certification,... which FERC has granted, or (ii) a notice of self-certification.... CHP Settlement Agreement, Term Sheet ( Settlement Term Sheet ), 17, Glossary of Defined P.O. Box Rush Street Rosemead, California (626) Fax (626)

2 ADVICE 3485-E (U 338-E) October 3, 2016 groups, 4 and the California Public Utilities Commission ( Commission or CPUC ), engaged in settlement negotiations to, among other things, resolve numerous disputes between the IOUs and QFs before the Commission and state court. After a year and a half of negotiations, the participating parties reached an agreement that, among other things, developed a state CHP program, which includes megawatt ( MW ) and greenhouse gas ( GHG ) emissions reduction targets, and settled all outstanding CHP/QF litigation issues. The parties then filed a joint motion for Commission approval of the QF and CHP Settlement Agreement, Settlement Term Sheet and attached Exhibits ( Settlement ). 5 Rule 12.1(d) of the Commission s Rules of Practice and Procedure provides that [t]he Commission will not approve settlements, whether contested or uncontested, unless the settlement is reasonable in light of the whole record, consistent with law, and the public interest. To assess reasonableness, the Commission considers, among other things, whether the settlement negotiations were at arms-length and whether the parties were adequately represented. 6 After considering the Settlement as a whole, its individual elements, as well as the interests at stake, the Commission approved the Settlement, finding it to be (1) reasonable; (2) the product of protracted, arms-length negotiations between sophisticated and well-represented parties with divergent interests, all of whom were required to compromise on some things, and none of whom received everything they wanted; 7 and (3) in furtherance of the state policy objectives embodied in California Public Utilities Code Section 372(a), Assembly Bill 32, and the Energy Action Plan II. 8 In particular, Section of the Settlement Term Sheet directs the IOUs to conduct RFOs exclusively for CHP resources as a means of achieving the MW and GHG emissions reduction targets set forth in the Settlement. 9 Section of the Settlement Term Sheet requires the IOUs to conduct three RFOs during the Initial Program Terms, at p. 73. The QFs involved include the Energy Producers and Users Coalition, the Cogeneration Association of California, the California Cogeneration Council, and IEP. 4 Customer advocacy groups include the Office of Ratepayer Advocates and The Utility Reform Network. 5 Any capitalized term used in this Advice Letter but not defined herein have the meaning set forth in the SettlementTerm Sheet. 6 Decision (D.) , 30 CPUC 2d 189, 89 (approving Pacific Gas and Electric Co. s Diablo Canyon settlement as in the public interest.) 7 D at pp. 28, 35, Conclusion of Law No Id. at pp. 35, 37, 38, Conclusion of Law No See Settlement Term Sheet

3 ADVICE 3485-E (U 338-E) October 3, 2016 Period 10 under the Settlement. 11 Pursuant to the Settlement, SCE held three RFOs during the Initial Program Period. On June 11, 2015, the Commission approved D , which revised the overall GHG emissions reduction target ( GHG Target ) 12 and directed SCE and SDG&E to hold up to four CHP RFOs in the Second Program Period 13 to achieve their respective IOU-specific GHG Target. 14 SCE s CHP RFO 4 is the fourth RFO held during the Settlement period and the first of up to four RFOs that SCE will conduct during the Second Program Period. In accordance with D , SCE launched CHP RFO 4 on February 11, To increase efficiency for both SCE and RFO participants and match the bidding structure used in solicitations for other resources, SCE modified its bidding structure in CHP RFO 4. Rather than require participants to submit initial and final prices in the two step process used in previous CHP RFOs, SCE required participants to submit a single binding price in a one-step process. Interested CHP parties submitted their binding offers on March 31, SCE evaluated the offers and created a short-list of bidders on May 19, To evaluate and select successful offers, SCE used the valuation and selection process approved by SCE s Energy Procurement Risk Management Committee ( eprmc ) and vetted through SCE s Cost Allocation Mechanism ( CAM ) Group on February 10, The selected offers were presented to the CAM Group on May 19, SCE then negotiated contracts with the short-listed bidders. After negotiations concluded, SCE reviewed its proposal to issue contracts with short-listed bidders with SCE scam Group on July 27, SCE awarded contracts to those short-listed bidders with whom SCE was sucessful in negotiating acceptable terms, including O.L.S. Energy Chino. SCE entered into the Agreement with O.L.S. Energy Chino on August 3, 2016 ( effective date ). 10 The Initial Program Period is defined as the period commencing on the Settlement Effective Date and concluding forty-eight (48) months thereafter. See Settlement Term Sheet See Settlement Term Sheet See D at Ordering Paragraph ( OP ) 1 establishes the overall GHG Target as 2.72 MMT, PG&E s GHG Target as 1.22 MMT, SCE s GHG Target as 1.22 MMT, and San Diego Gas & Electric Company s SDG&E ) GHG Target as 0.28 MMT. Subsequent to D , parties to the Settlement met to meet and confer on the status of Existing CHP Facilities pursuant to Settlement Term Sheet As a result of this process and subject to verification from the Commission, SCE s new GHG Target is 1.23 MMT, PG&E s new GHG Target is 1.23 MMT, and SDG&E s new GHG Target is MMT. 13 The Second Program Period runs from November 24, 2015 to December 31, See Settlement Term Sheet See Id. at OP 7. Note that OP 3 exempts PG&E from the requirement to hold solicitations during the Second Program Period. 15 See Id.

4 ADVICE 3485-E (U 338-E) October 3, 2016 In addition to the agreement with O.L.S. Energy - Chino, SCE negotiated with and entered into an agreement with an additional counterparty as part of CHP RFO 4. However, the counterparty failed to post its development security in a timely manner, and the agreement terminated prior to SCE seeking approval of the agreement from the Commission. DESCRIPTION OF THE COALINGA FACILITY AND AGREEMENT General Project Summary Under the Agreement, SCE is purchasing 26 MW of energy, capacity, and all related products from the Chino Facility, which is a 27.9 MW combined cycle cogeneration power plant located approximately 32 miles east of Downtown Los Angeles in the City of Chino. A general summary of the project is provided in Table 1 below: Table 1: General Project Summary Project Name Chino Facility Owner/Developer O.L.S. Energy - Chino Technology Combined Cycle Cogeneration Nameplate Capacity (MW) 27.9 MW Contract Capacity (MW) 26 MW Delivery Pattern (e.g. As-available, Firm, Utility Prescheduled Facility Utility Prescheduled Facility) Delivery/Contract Term (months) 84 Vintage (New / Existing / Existing Repower/Expanded/Utility Prescheduled Facility) Location (city and state) Chino, CA Source of Agreement (e.g., RFO or CHP RFO 4 Bilateral Negotiations) The Agreement is attached as Confidential Appendix B (B-1, B-2, and B-3). A summary of the Agreement is attached as Confidential Appendix C. A comparison of the Agreement with the Master Power Purchase and Sale Agreement is attached as Confidential Appendix D (D-1, D-2, and D-3). The confidential appendices are omitted from the public version of this advice filing. A. General Project Description The Chino Facility began commercial operations in March 1988 and is a QF as defined under PURPA and an Existing CHP Facility, as defined in the Settlement. 16 The Chino Facility leases property from the State of California and is co-located on a property with California Institute for Men ( CIM ). The Chino Facility currently sells 26 MW of power 16 See Settlement Term Sheet, 17, Glossary of Defined Terms, at p. 67.

5 ADVICE 3485-E (U 338-E) October 3, 2016 to SCE under a 30-year power purchase agreement ( PPA ) ending on March 11, 2018, and sells 2 MW of power and steam to CIM under an Energy Services Agreement. The Chino Facility s major equipment consists of a General Electric LM-2500 aeroderivative gas fired, water injected combustion turbine with an attached 21.2 MW Brush generator. An inlet chiller at the gas turbine cools inlet air, resulting in improved performance with gains of up to 3 MW during hot summer months. The combustion turbine exhaust gas passes through a Heat Recovery Steam Generator ( HRSG ), producing steam for a Shin Nippon condensing steam turbine coupled with a 6.7 MW Shinko generator. This steam is also used as process steam that is supplied to CIM for cooking, heating and laundry. The HRSG employs a selective catalytic reduction ( SCR ), which supplements the water injection system for reducing nitrogen oxide ( NOx ) emissions. The plant also has two auxiliary boilers to ensure consistent steam flow to CIM. Plant cooling is provided by a two-cell forced draft cooling tower that is a closed loop system and uses reclaimed water for the bulk of its cooling needs. B. Safety Pursuant to D , 17 SCE required O.L.S. Energy Chino to provide: (a) a report from an independent, California-licensed professional engineer certifying that O.L.S. Energy - Chino has a feasible written plan that obligates Seller to operate the Chino Facility in accordance with existing applicable state and federal standards and in compliance with Prudent Electrical Practices; (b) a description of its written safety plan; and (c) an attestation that certifies that the Chino Facility will abide by its safety plan and applicable state and federal laws throughout the term of the Agreement. Copies of these documents are attached as Confidential Appendix E. In addition, the standard terms in all of SCE s PPAs attempt to secure energy, capacity and/or related products that are produced in a safe and reliable manner by requiring the generator the entity with legal and physical control over onsite decisions to warrant that it will conform to certain safety requirements, including, but not limited to, operating 17 D , OP 10, at p. 60, requires SCE and SDG&E to: require all final Combined Heat and Power (CHP) offerers (sic) to provide a report from an independent, Californialicensed professional engineer (acceptable to both investor-owned utilities (IOUs) and counterparty) (Report) certifying that counterparty has a feasible written plan for the safe construction and operation of the generating facility in accordance with existing applicable state or federal standards and in compliance with Prudent Electrical Practices (as defined in the CHP Power Purchase Agreement (PPA)) (Safety Plan); a copy of the Safety Plan; and an attestation that the counterparty will abide with the Safety Plan and applicable state and federal laws throughout the term of the PPA (Attestation). IOUs shall verify receipt of the Report, Safety Plan, and Attestation; verify that the Safety Plan covers construction (if appropriate) and operation of the facility; and submit these documents to the Commission as part of the Advice Letter for approval of the PPA.

6 ADVICE 3485-E (U 338-E) October 3, 2016 and maintaining the generating facility in accordance with Accepted Electrical Practices. 18 SETTLEMENT ACCOUNTING FOR CHP PROCUREMENT AND GHG EMISSIONS REDUCTION TARGET Set forth in Table 2 below are the Settlement s MW and GHG Targets and the amount procured through the Agreement that should be counted toward the GHG target. Target Table 2: Settlement Accounting SCE s Portion of Statewide Target 19 Quantities Procured from O.L.S. Energy - Chino Toward SCE s Settlement Target MW Target 1,402 MW N/A GHG Emissions Reduction Target 1.23 MMT MMT C. GHG Emissions Reduction Target 18 See Section 12.1 and Appendix A of the Master Power Purchase and Sale Agreement Confirmation Letter for Energy Only Unit Contingent Tolling (attached as Confidential Appendix B-2). Accepted Electrical Practices are defined as: Those practices, methods, applicable codes, and acts engaged in or approved by a significant portion of the electric power industry during the relevant time period, or any of the practices, methods, and acts which, in exercise of reasonable judgment in light of the facts known at the time a decision is made, could have been expected to accomplish a desired result at reasonable cost consistent with good business practices, reliability, safety, and expedition. Accepted Electrical Practices are not intended to be limited to the optimum practices, methods, or acts to the exclusion of others, but rather to those practices, methods, and acts generally accepted, or approved by a significant portion of the electric power industry in the relevant region, during the relevant time period, as described in the immediately preceding sentence. 19 The MW Target must be achieved by the end of the Initial Program Period, November 23, The GHG Target must be met by the end of the Second Program Period, December 31, See Settlement Term Sheet 2.2.2, , respectively. 20 MW = megawatt, MT = metric tonne, MMT = million metric tonnes. See D , OP 1, at p. 58, revised SCE s GHG Emission Reduction Target to 1.22 MMT from 2.17 MMT. Subsequent to D , parties to the Settlement met to meet and confer on the status of Existing CHP Facilities pursuant to Settlement Term Sheet As a result of this process and subject to verification from the Commission, SCE s new GHG Target is 1.23 MMT.

7 ADVICE 3485-E (U 338-E) October 3, 2016 Section 6 of the Settlement Term Sheet sets forth the GHG Emissions Reduction Target by which each IOU s CHP PPAs are measured. Pursuant to Section of the Term Sheet, an Existing CHP Facility is considered a GHG Credit toward the GHG Emissions Reduction Target as follows: CHP Facility Change in Operations or Conversion to a Utility Prescheduled Facility: Counts as a GHG Credit. Measurement is based on the Baseline year emissions minus the projected PPA emissions and emissions associated with replacing one hundred percent (100%) of the decreased electric generation at a time differentiated Heat Rate. As described above, the Chino Facility is an Existing CHP Facility changing operations to that of a Utility Prescheduled Facility ( UPF ). Accordingly, for purposes of complying with its GHG Target, SCE counts the Agreement as a GHG credit for GHG accounting purposes, as shown in Table 2 above. SCE s calculation is included in Confidential Appendix A. SCE s GHG accounting in Appendix A is reasonable and consistent with Section 7 of the Settlement Term Sheet. EMISSIONS PERFORMANCE STANDARD The Agreement is compliant with the Emissions Performance Standard (EPS) that the Commission adopted in D Combined-cycle gas turbine baseload power plants in operation on D s effective date, January 29, 2007, or that had a California Energy Commission ( CEC ) final permit decision to operate as of June 30, 2007, are deemed automatically compliant with EPS. 21 The Chino Facility achieved commercial operation in March 1988 and is thus automatically compliant with the EPS. CAM GROUP PARTICIPATION The Settlement authorizes the utilities to enter into contracts for CHP resources and to recover the net costs of the resources from all bundled service customers, direct access ( DA ) customers, community choice aggregation ( CCA ) customers, and others. 22 SCE s CAM Group includes representatives from certain non-market participants, including the Commission s Energy and Legal Divisions, the Office of Ratepayer Advocates, The Utility Reform Network, California Utility Employees, the Union of Concerned Scientists, the California Department of Water Resources, and the Sierra Club, as well as certain other non-wholesale market participant representatives of bundled service, DA, and CCA customers. SCE consulted with its CAM Group regarding SCE s CHP RFO 4 on three conference calls: 21 D , Findings of Fact 16, at p See Settlement Term Sheet 6.3.

8 ADVICE 3485-E (U 338-E) October 3, 2016 On February 10, 2016, SCE presented its CHP RFO 4 Launch and Short List Selection Process. On May 19, 2016, SCE presented its Selection. On July 27, 2016, SCE presented its Execution Authorization. During each of these teleconference calls, SCE updated CAM Group participants on the progress of SCE s CHP RFO 4 and consulted about the valuation results and merits of the individual projects. SCE properly responded to all comments and questions, and provided additional data as requested. INDEPENDENT EVALUATOR ( IE ) PARTICIPATION As required by D and D , SCE engages an IE to monitor and ensure the integrity of its competitive solicitations, including valuation, selection, and contracting for resources with a delivery term of two years or more. Section of the Settlement Term Sheet states that the IOUs shall use an Independent Evaluator and that the independent evaluator shall review the entire CHP RFO process. 23 SCE engaged Accion Group, Inc. ( Accion ) to act as the IE for its CHP RFO 4 and related QF/CHP Program procurement activities. Accion reviewed the design and protocols of SCE s CHP RFO 4 prior to launch and reviewed the evaluation criteria prior to the submission of offers. The IE participated at the opening of indicative offers, received a copy of all offer materials, and performed an independent review of the evaluation of the offers. In addition, the IE monitored all communications between the parties and had access to negotiating sessions between the parties. The IE participated in SCE s internal meetings and discussions regarding its CHP RFO 4. Finally, the IE was invited to every CAM Group meeting related to SCE s CHP RFO 4. Accion s IE report is found in Public Appendix F-1 (public version) and Confidential Appendix F-2 (confidential version). CONFIDENTIALITY In accordance with D , D , D , D and General Order (GO) 96-B, SCE requests confidential treatment of the material in the confidential appendices as set forth below. Confidential Appendix A: Confidential Appendix B (B-1, B-2, B-3): Confidential Appendix C: Confidential Appendix D Offer Evaluation Methodology Agreement Agreement Summary Comparison of Coalinga Cogeneration Company PPA 23 See Settlement Term Sheet

9 ADVICE 3485-E (U 338-E) October 3, 2016 (D-1, D-2, D-3): Confidential Appendix E (E-1, E-2, E-3): Public Appendix F-1/ Confidential Appendix F-2: Public Appendix G: Public Appendix H: with SCE s CHP Pro Forma PPA Seller-Submitted Safety Documentation Independent Evaluator Report Confidentiality Declaration Proposed Non-Disclosure Agreement The confidential material in this Advice Letter will be made available to non-market participants in accordance with and upon execution of SCE s Proposed Non-Disclosure Agreement. Parties wishing to obtain access to the confidential material of this Advice Letter may contact Carol Schmid-Frazee in SCE s Law Department at Carol.SchmidFrazee@sce.com to obtain a non-disclosure agreement. The information in this Advice Letter for which SCE requests confidential treatment, and the length of time it should remain confidential, are provided in Public Appendix G. This information is entitled to confidentiality protection, as provided in the IOU Matrix, pursuant to D The specific provisions of the IOU Matrix that apply to the confidential information in this Advice Letter are identified in Public Appendix G. REQUEST FOR COMMISSION APPROVAL Commission approval is a condition precedent of the Agreement. SCE therefore requests that the Commission issue a final and non-appealable resolution containing: 1. Approval of the Agreement in its entirety; 2. A finding that the Agreement, and SCE s entry into the Agreement, is reasonable and prudent for all purposes, subject only to further review with respect to the reasonableness of SCE s administration of the Agreement; 3. A finding that the MMT of GHG emissions reductions associated with the Agreement applies toward SCE s GHG Target; 4. A finding that the Agreement is in compliance with the EPS; 5. A finding that SCE s costs under the Agreement shall be recovered through SCE s CAM; 6. Any other relief the Commission finds just and reasonable. SCE asks the Commission to approve the Agreement by August 24, 2017, to meet the requirements of the contract.

10 ADVICE 3485-E (U 338-E) October 3, 2016 TIER DESIGNATION Pursuant to Section of the Settlement Term Sheet, which provides that IOUs will utilize a Tier 3 Advice Letter for all other PPAs (new, repowering, or existing PPAs that contain any material modification of the PPAs approved in this Settlement), SCE submits this Advice Letter with a Tier 3 designation. EFFECTIVE DATE This Advice Letter will become effective upon Commission approval. NOTICE Anyone wishing to protest this advice filing may do so by letter via U.S. Mail, facsimile, or electronically, any of which must be received no later than 20 days after the date of this advice filing. Protests should be submitted to: California Public Utilities Commission, Energy Division Attention: Tariff Unit 505 Van Ness Avenue San Francisco, California edtariffunit@cpuc.ca.gov California Public Utilities Commission, Energy Division Attn: Noel Crisostomo 505 Van Ness Avenue San Francisco, California noel.crisostomo@cpuc.ca.gov In addition, protests and all other correspondence regarding this advice letter should also be sent by letter and transmitted via facsimile or electronically to the attention of: Russell G. Worden Managing Director, State Regulatory Operations Southern California Edison Company 8631 Rush Street Rosemead, California Telephone: (626) Facsimile: (626) AdviceTariffManager@sce.com Michael R. Hoover Director, State Regulatory Affairs c/o Karyn Gansecki 601 Van Ness Avenue, Suite 2030 San Francisco, California 94102

11 ADVICE 3485-E (U 338-E) October 3, 2016 Facsimile: (415) Karyn.Gansecki@sce.com With a copy to: Carol Schmid-Frazee Senior Attorney 2244 Walnut Grove Avenue Rosemead, California Facsimile: (626) Carol.Schmidfrazee@sce.com There are no restrictions on who may file a protest, but the protest shall set forth specifically the grounds upon which it is based and must be received by the deadline shown above. In accordance with General Rule 4 of GO 96-B, SCE is serving copies of this advice filing to the interested parties shown on the attached GO 96-B, R , and A et al service lists. Address change requests to the GO 96-B service list should be directed by electronic mail to AdviceTariffManager@sce.com or at (626) For changes to all other service lists, please contact the Commission s Process Office at (415) or by electronic mail at Process_Office@cpuc.ca.gov. Further, in accordance with Public Utilities Code Section 491, notice to the public is hereby given by filing and keeping the advice filing at SCE s corporate headquarters. To view other SCE advice letters filed with the Commission, log on to SCE s web site at For questions, please contact Janos Kakuk at (626) or by electronic mail at Janos.Kakuk@sce.com. Southern California Edison Company /s/ Russell G. Worden Russell G. Worden RGW:jk:jm Enclosures

12 CALIFORNIA PUBLIC UTILITIES COMMISSION ADVICE LETTER FILING SUMMARY MUST BE COMPLETED BY UTILITY (Attach additional pages as needed) Company name/cpuc Utility No.: Southern California Edison Company Utility type: Contact Person: Darrah Morgan ELC GAS Phone #: (626) PLC HEAT WATER Disposition Notice to: EXPLANATION OF UTILITY TYPE ELC = Electric GAS = Gas PLC = Pipeline HEAT = Heat WATER = Water (Date Filed/ Received Stamp by CPUC) Advice Letter (AL) #: 3485-E Tier Designation: 3 Subject of AL: Submission of Agreement Between Southern California Edison Company and O.L.S. Energy- Chino Keywords (choose from CPUC listing): Compliance AL filing type: Monthly Quarterly Annual One-Time Other If AL filed in compliance with a Commission order, indicate relevant Decision/Resolution #: Does AL replace a withdrawn or rejected AL? If so, identify the prior AL: Summarize differences between the AL and the prior withdrawn or rejected AL 1 : Confidential treatment requested? Yes No If yes, specification of confidential information: See Appendix G Confidential information will be made available to appropriate parties who execute a nondisclosure agreement. Name and contact information to request nondisclosure agreement/access to confidential information: Carol Schmid-Frazee, Law Department, (626) , Carol.Schmidfrazee@sce.com Resolution Required? Yes No Requested effective date: Upon Commission Approval Estimated system annual revenue effect: (%): Estimated system average rate effect (%): No. of tariff sheets: -0- When rates are affected by AL, include attachment in AL showing average rate effects on customer classes (residential, small commercial, large C/I, agricultural, lighting). Tariff schedules affected: None Service affected and changes proposed 1 : Pending advice letters that revise the same tariff sheets: N/A 1 Discuss in AL if more space is needed.

13 Protests and all other correspondence regarding this AL are due no later than 20 days after the date of this filing, unless otherwise authorized by the Commission, and shall be sent to: CPUC, Energy Division Attention: Tariff Unit 505 Van Ness Ave., San Francisco, CA Russell G. Worden Managing Director, State Regulatory Operations Southern California Edison Company 8631 Rush Street Rosemead, California Telephone: (626) Facsimile: (626) Michael R. Hoover Director, State Regulatory Affairs c/o Karyn Gansecki Southern California Edison Company 601 Van Ness Avenue, Suite 2030 San Francisco, California Facsimile: (415) With a copy to: Carol Schmid-Frazee Senior Attorney 2244 Walnut Grove Avenue Rosemead, California Facsimile: (626) Carol.Schmidfrazee@sce.com

14 CONFIDENTIAL Appendix A Offer Evaluation Methodology Confidential Protected Materials Public Disclosure Prohibited

15 CONFIDENTIAL Appendix B Agreement Confidential Protected Materials Public Disclosure Prohibited

16 CONFIDENTIAL Appendix C Agreement Summary Confidential Protected Materials Public Disclosure Prohibited

17 CONFIDENTIAL Appendix D Comparison of Coalinga Cogeneration Company PPA with SCE s CHP Pro Forma PPA Confidential Protected Materials Public Disclosure Prohibited

18 CONFIDENTIAL Appendix E Seller-Submitted Safety Documentation Confidential Protected Materials Public Disclosure Prohibited

19 PUBLIC Appendix F-1 Independent Evaluator Report

20 PUBLIC VERSION REPORT TO THE CALIFORNIA PUBLIC UTILITIES COMMISSION REPORT OF THE INDEPENDENT EVALUATOR REGARDING SOUTHERN CALIFORNIA EDISON S 2016 COMBINED HEAT AND POWER REQUEST FOR OFFERS ("CHP RFO 4") September 30, 2016 Submitted By: ACCION GROUP, LLC 244 North Main Street Concord, New Hampshire advisors@acciongroup.com

21 1. Describe in detail the role of the IE throughout the solicitation and negotiation process. Accion Group, LLC ( Accion Group or Accion ) was selected by Southern California Edison Company ( SCE ) in conjunction with the California Public Utilities Commission ( CPUC or the Commission ) Energy Division ( ED ) and its respective Procurement Review Group ( PRG ), to serve as a member of SCE s pre qualified pool of Independent Evaluators ( IE ). In accordance with the Qualifying Facility and Combined Heat and Power Settlement Agreement 1, SCE retained Accion as Independent Evaluator to: oversee the preparation and administration of the RFO and provide independent feedback to the Commission's Energy Division, and to participate in SCE's Cost Allocation Mechanism. Accion was selected as IE to work with SCE throughout the development and implementation of its 2016 Combined Heat and Power Request for Offers ( CHP RFO ) from owners and operators of CHP facilities and Utility Prescheduled Facilities as defined in the Settlement Agreement ( Offerors ). SCE will use the contracts awarded through this RFO to meet its Greenhouse Gas ( GHG ) Emissions Reduction Targets for the Second Program Period, as established in the Settlement Agreement. Accion worked closely with SCE throughout the RFO process. Documents used in the RFO were developed with input from the IE, and all documents for this RFO were posted on SCE s Website, providing Offerors with equal access to all information at the same time. Offerors were instructed by SCE and the IE that they must copy the IE on all s and other correspondence sent to SCE at CHPRFO@sce.com. Accion monitored the entire solicitation and negotiation processes to ensure all potential counterparties were treated in a reasonable, fair and equitable manner. The IE participated in the Web Conference, and additionally monitored SCE s valuation methodologies and selection process to ensure reasonable, fair and equal treatment of all Offers. The IE had access to all Offer data, and monitored negotiations by reviewing exchanges between SCE personnel and Offerors. Accion participated in meetings with the Energy Procurement Risk Management ( EPRMC ) on May 17, 2016, and on May 19, 2016, with the Cost Allocation Mechanism Group ( CAM ) to review the CHP contracts. The IE believes the CHP RFO was conducted fairly from the initial public announcement of the RFO on February 11, 2016, through evaluation and identification of the most attractive Offers. The IE had access to SCE personnel without restriction and all of our questions were 1 Qualifying Facility and Combined Heat and Power ( CHP ) Program Settlement Agreement and related documents (including the CHP Program Settlement Agreement Term Sheet, or Term Sheet ) approved by the California Public Utilities Commission ( CPUC ) on December 16, 2010 in Decision ( D. ) as amended by the CPUC on June 11, 2015 in D (collectively, the Settlement Agreement ). 244 North Main Street Concord, NH Phone: Fax: advisors@acciongroup.com 1

22 answered to our satisfaction. The IE notes that SCE personnel dedicated considerable time and numerous persons to ensuring each Offer received due consideration, even when the Offeror needed guidance beyond the clear and detailed RFO documents. The IE accepts that all exchanges between SCE personnel and Offerors were shared with the IE. Our review of those exchanges found nothing suggesting bias towards or against an Offeror. This Final Report on CHP RFO reviews the actions taken by SCE in the development and conduct of the 2016 CHP RFO, through Offer receipt on March 31, 2016, and the subsequent evaluation process. 2. How did the IOU conduct outreach to Offers, and was the solicitation robust; and 3. Was the outreach sufficient and materials clear such that the bids received met the needs the solicitation was intending to fill? The IE believes there was sufficient outreach for this RFO, and additionally, that materials relating to the solicitation were available and clear, and the resulting Offers met the needs the RFO was intending to fill. a. Publicity Accion Group believes SCE s CHP RFO was well publicized. SCE generated the following on February 11, 2016, entitled SCE Launches Its CHP RFO" that was distributed to 2295 parties on SCE s distribution list: Figure 1 SCE is issuing its CHP RFO 4 in accordance with the Qualifying Facility and Combined Heat and Power Program Settlement Agreement and related documents (including the CHP Program Settlement Agreement Term Sheet) approved by the California Public Utilities Commission ( CPUC ) on December 16, 2010 in Decision and as modified on June 11, 2015 in Decision (collectively, the Settlement Agreement ). Participants interested in participating can find all documents and instructions at the following vanity URL: on.sce.com/chprfo Questions relating to this RFO should be addressed to SCE by at CHPRFO@sce.com (with copy to the Independent Evaluator at hjudd@acciongroup.com) or by telephone to Benny Wu at (626) or Shawn Smith at (626) Questions of a general nature will be posted on this website as appropriate. CHP RFO Team Energy Contracts Southern California Edison 2244 Walnut Grove Avenue Rosemead, California North Main Street Concord, NH Phone: Fax: advisors@acciongroup.com 2

23 In addition to the various announcements and notifications to interested parties, SCE updated its Company website to include details of the CHP Program. b. Adequate Outreach to Offerors SCE and Accion collaborated to produce RFO Documents in order to provide all registrants with up to date information. SCE s RFO Instructions and documents were accessible to the public on the Company Website, and included topics that ranged from General Information about the RFO to: Eligibility and Qualifications of Offerors; Terms and Conditions of the Agreements; Instructions for the Offer Submittal Process; a description and Overview of the Evaluation of Offers received; and a List of Attachments that Offerors would need to include in their Submittals. c. Offeror Conference On March 3, 2016, SCE hosted an RFO Conference via WebEx to discuss the RFO process. Information on how to participate in the Conference was made available on the SCE s Company Website by February 25, Twenty seven (27) participants joined in the conference call. Both the WebEx and all RFO Conference materials were posted on SCE s Website. SCE answered all questions asked during the RFO Conference, and additionally, a recording of the entire Conference was included on the Company Website. This allowed persons who did not participate in the RFO Conference to have access to all information delivered during the Conference, allowing Offerors to access firm information on which to rely. The IE participated in the RFO Conference via WebEx. Both SCE and Accion were available to answer questions and further explain the RFO process. The IE believes the CHP RFO and participation protocols were described in detail, and that making the information available online provided all Offerors access to the same information. d. RFO Information was Accessible and Clear Questions from Offerors Offerors were instructed to address questions to SCE by or by telephone to the designated contacts at SCE. Specifically, Offerors were instructed to address all questions regarding this RFO to CHPRFO@sce.com, with copies to the Independent Evaluator as discussed below. The RFO Instructions informed Offerors that at SCE's discretion, answers to certain questions would be posted on the SCE s CHP RFO Website as appropriate. The IE accepts that copies of all s were provided to the IE, and that SCE memorialized each telephone conversation and provided a copy of all telephonic discussions. 244 North Main Street Concord, NH Phone: Fax: advisors@acciongroup.com 3

24 e. Communications Communication with Offerors consisted of the IE, Offerors and SCE exchanging s with copies provided to the IE. The RFO Instructions included the following direction regarding communication protocol: Figure 2 Any exchange of material information concerning this RFO, including, without limitation, the submission of a Complete Offer Submittal Package as well as any exchange concerning the preparation or submission of Offers or other submission to SCE related to this RFO, must be submitted to both SCE and the Independent Evaluator for the RFO in the form of an to the following addresses: a. SCE: SCHPRFO@sce.com and b. The Independent Evaluator at hjudd@accingroup.com SCE may, in its sole discretion, decline to respond to any or other inquiry without liability or responsibility. Section 9.01 of the RFO Instructions clearly states that all Offerors were required to include the Independent Evaluator in all communications with SCE related to the RFO. The following Chart shows the monthly activity from January 1, 2016 through August 31, All s received, per the RFO Instructions, were additionally maintained by the IE for future reference and/or regulatory review. Figure Number of s by Month (Sent and Received) Feb 16 Mar 16 Apr 16 May 16 Jun 16 Jul 16 Aug North Main Street Concord, NH Phone: Fax: advisors@acciongroup.com 4

25 While the Accion Group has every confidence that all communications were shared with the IE, with no central conduit for these communications, a fail proof process was not in place to confirm this was the case. f. Response to the Solicitation Notice of Intent to Participate in the 2016 CHP RFO Potential Offerors were asked to complete and submit via , a non binding Notice of Intent to Offer ( NOI ), by March 10, 2016 (Attachment A, RFO 2016 Combined Heat and Power Request for Offers). The following text is the preface included on the NOI Form, and explains SCE s preferred procedure: Figure CHP RFO Non-Binding Notice of Intent to Offer (Attachment A) This Non-Binding Notice of Intent to Offer ( Notice ) serves as notice to Southern California Edison Company ( SCE ) that the company listed below ( Counterparty ) is interested in participating in SCE s Combined Heat and Power ( CHP ) Request for Offers ( RFO ) pursuant to the 2016 CHP RFO Instructions. SCE will accept receipt of the fully completed Notice on or before the deadline set forth in Section 3.01 of the CHP RFO Instructions. Please this Notice to SCE at CHPRFO@sce.com and to the independent evaluator s for RFO Offers: hjudd@acciongroup.com Although it was not mandatory for Offerors to complete and submit a NOI in order to participate in the Offer process many prospective participants submitted NOIs. At the request of SCE the specifics regarding NOI responses are found in the Confidential section of this report. Submittal Process Offerors were required to submit their complete binding Offers to SCE and the IE by March 31, 2016, 5:00 PM PPT. A required Offer Structure Letter, included as Exhibit A to the RFO Instructions, describing all submittal, projects and project options was ed to SCE and the IE at the respective designated addresses. This was the only ed material in the Offer submittal process. Two (2) electronic copies of the Offer ( Offer e Binder ), containing all Offer information, were required to be physically mailed/delivered to SCE in the form of Physical Electronic Media. 244 North Main Street Concord, NH Phone: Fax: advisors@acciongroup.com 5

26 SCE only considered submissions that constituted a Complete Offer Submittal Package, i.e., an Offer submitted in compliance with the RFO Instructions, including all documents applicable to each Offer, by the Offer Due date. g. Offer Receipt On March 31, 2016, Offer Packages were received. At the request of SCE specifics about the number of Offer Packages are found in the Confidential section of this report. During the evaluation period the IE and SCE were in agreement if clarification was required from an Offeror in order to complete the evaluation. In those instances when clarification was needed, the Offeror was sent a request via , and a response was received in the same manner. The clarification process did not provide an opportunity for Offerors to change any material component of an Offer. Reports on Submitted Offers The IE believes the established protocols maintained equity and transparency throughout the CHP RFO process. Accion found the RFO procedures to be comprehensive and clear, and they allowed all Offerors access to the same information at the same time. At the request of SCE specifics about the number of Offer Packages are found in the Confidential section of this report. Participants were allowed to submit multiple pricing options from the same project which explains the higher number of Offers compared to facilities. The projects included 593 MW and a total GHG reduction of 614,695 metric tons, which almost covered the remaining 650,000 GHG reduction needed in the program. The following Table 1 summarizes the xxxxxxxxxxxxxxxxxxx Table 1 Offeror Facility Name Est COD Vintage/Type CHP MW xxxxxxxxxxxxxxxxxxxxxxxxxx xxxxxxxxxxxxxxxxxxxxxxxx xxxxxxxxx xxxxxxxxxxxx xxxx xxxxxxxxxxxxxxxxxxxxxxxx xxxxxxxxxxxxxxxxxxxxxxxx xxxxxxxxx xxxxxxxxxxxxx xxxx xxxxxxxxxxxxxxxxxxxxxxxxxxx xxxxxxxxxxxxxxxxxxxxxx xxxxxxxxx xxxxxxxxxxxx xxxx xxxxxxxxxxxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxx xxxxxxxxx xxxx xxxxxxxxx xxxxxxxxxx xxxxxxxxx xxxxxxxxxxxx xxxx xxxxxxxxxxxxxxxxxxxxxx xxxxxxxxxxxxxxxxxxxxxxxx xxxxxxxxx xxxxxxxxx xxxxx xxxxxxxxx xxxxxxx xxxxxxxxxxxxxxxxxxxxxxxx xxxxxxxxxxxxxxxxx xxxxxxxxxx xxxxxxxxx xxxx xxxxxxxxxxxxxxxxxx xxxxxxxxxxxxxxxxxx xxxxxxxxx xxxxxxxxxxxx xxxx xxxxxxxxxxxxx xxxxxxxxxxxxxxxxxx xxxxxx xxxxxxxxxx xxxxxxxxx xxxx Xxxxxxxxxxxxxxx xxxxxxxxxxxxxxxx xxxxxxxxx xxxxxxxxxxxx xxxx xxxxxxxxxxxxxxxxxxxxxxxxxxx xxxxxxxxxxxxxxxxxxx xxx xxxxxx xxxxxxxxx xxxxxxxxx xxxx xxxxxxxxxxxxxxxxxxxxx xxxxxxxxxxxxxxxxxxxxxxx xxxxxxxxxxxxxxxxxxxx xxxxxxxxx xxxxxxxxx xxxx Total MW North Main Street Concord, NH Phone: Fax: advisors@acciongroup.com 6

27 4. Please evaluate the fairness of the IOU s bidding and selection process. (i.e. quantitative and qualitative methodology used to evaluate bids, consistence of evaluation methods with criteria specified in bid documents, etc.) The IE worked closely with SCE prior to receiving Offers to validate the quantitative and qualitative evaluation methodologies proposed and to ensure they were consistent with the RFO instructions posted on SCE'S website. This included a Mock Offer process where SCE took seven (7) of the Offers from prior RFOs, consisting of CHP and UPF Offers. Each selected Offer was then subject to the quantitative evaluation process. The evaluation of the Mock Offers provided a process to lock down the evaluation model and assumptions prior to Offers being received. The IE ran the Mock Offers in parallel using its own tools and confirmed SCE's results. For the quantitative analysis, the RFO instructions were clear in that the evaluation was based on the NPV of each project including capacity benefits, energy benefits, credit benefit, contract payments, debt equivalence, GHG cost, congestion cost and transmission cost. The cost minus the benefit results in a premium to customers. Because the MW target was previously met for this program, the cost per GHG reduction was used as the primary ranking metric. However, realizing that the cost per GHG may not indicate the least cost/best fit resource, other quantitative and qualitative factors, such as customer premium, were considered to determine the final short list. The RFO instructions regarding the qualitative factors were clear and provided the characteristics of the project that would be assessed in addition to the quantitative analysis. They included the following characteristics: Permitting and interconnection Environmental and permitting status Electrical interconnection Fuel interconnection and source Water interconnection and source Pre development milestones Project financing status Project development experience Thermal host FERC and CA qualifying facility standards Emissions performance standards Development milestones Site control Large Equipment status 244 North Main Street Concord, NH Phone: Fax: advisors@acciongroup.com 7

28 Reasonableness of commercial operation date Transmission area Modifications to pro forma documents Fuel supply and transportation arrangements/options Cost effectiveness of GHG reductions Supplier diversity Congestion, negative prices, and curtailment considerations not captured in quantitative valuation Portfolio fit of energy, capacity and term Offeror concentration Dispatchability and curtailability Offer price in excess of public or independent data As part of the evaluation process, SCE allowed each Offeror ample time to cure deficiencies or inaccuracies in the original bid information. The IE monitored this communication, which was conducted through , and met telephonically with SCE on a weekly basis to discuss updates. In the IE's experience, the evaluation participants, including SCE, the Offerors, and the IE, would benefit from having a central location or message board to host the communication; however, that was not supplied for this RFO. Nevertheless, the IE monitored the communication via and believes that each Offeror was treated fairly in the Offer curing process. The IE reviewed each Offer and independently calculated the project NPV premium based on the cured bid template for each project. These premiums were converted to $/GHG reduction values. Because UPF Offers are based on economic dispatch, the IE did not simulate those Offers, but instead reviewed the dispatch results from Prosym and confirmed the energy costs and revenues were reasonable. 2 The IE compared its NPV premium calculations against SCE results and worked to reconcile any discrepancies. Table A in the Confidential Appendix shows the evaluation results. At the request of SCE specifics about the number of short listed projects are found in the Confidential section of this report. After the short list was approved by the Energy Procurement Risk Management Committee (EPRMC) and Cost Allocation Mechanism Group (CAM), the IE monitored the negotiation process which continued into August of At the request of SCE specifics about the disposition of projects during negotiations are found in the Confidential section of this report. 2 The IE did not have access to the Prosym Model used by SCE, but our independent confirmation of energy costs and revenues made the use of the model unnecessary. 244 North Main Street Concord, NH Phone: Fax: advisors@acciongroup.com 8

29 5. If applicable, describe safeguards and methodologies employed by the IOU to compare affiliate Bidders or UOG ownership proposals. If a utility selected a Bidder from an affiliate or a bid that would result in utility asset ownership, explain and analyze whether the IOU s selection of such bid(s) was appropriate. RFO. This is not applicable, as there were no affiliate Offers or ownership proposals in this CHP 6. Based on the complete bid process, is (are) the IOU contract(s) the best overall bid(s) received by the IOU? Based on the complete bid process including negotiations of the short listed Offers, the IE agrees the contract represents the best overall Offer from the RFO. The Offer aligned with the requirements of the RFO and provided GHG savings pushing SCE closer to its target. Table B in the Confidential Appendix summarizes the Offers with which SCE executed contracts. 7. If the contract does not directly reflect a product solicited and bid in an RFO, is the contract superior to the bids received on the products solicited in the RFO? Explain. The contract directly reflects the products solicited in the RFO. 8. Is the contract a reasonable way of achieving the need identified in the RFO? The IE believes the contract is a reasonable way of achieving the GHG savings identified in the RFO. The final contract expected costs are consistent with the costs calculated in the evaluation. 9. Based on your analysis of the RFO bids, the bid process, and the overall market, does the contract merit Commission approval? Explain. Based on the analysis of the RFO Offers, the Offer process, and the overall market, the IE believes the contract merits Commission approval. At the request of SCE specifics about the projects during negotiations are found in the Confidential section of this report. SCE evaluated each Offer and the evaluation process was fair for all Offerors. Information pertaining to the RFO was given to all Offerors at the same time and the evaluation was conducted fairly with no bias towards any Offeror. All Offerors were given an equal opportunity to cure deficiencies that existed in their initial Offer information. The executed Offer represents the least cost/best fit opportunity submitted in this RFO and the IE agrees with the final selection. While GHG savings was the goal of the RFO, it was important to consider the overall economics of the project along with other qualitative factors. 10. Based on the complete bid process, should some component(s) be changed to ensure future RFOs are fairer or provide a more efficient, lower cost option? 244 North Main Street Concord, NH Phone: Fax: advisors@acciongroup.com 9

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