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6496 - Utility Scale Solar and/or Wind Purchase Power Agreement, 0.Addendum 4 - RED LINED REVISED Main Solicitation Materials Management Department 901-B Texas Street Denton, Texas 76209 REQUEST FOR PROPOSALS RFP 6496 The City of Denton is seeking the best value solution for the: UTILITY SCALE SOLAR AND/OR WIND PURCHASE POWER AGREEMENT NIGP CLASS and ITEM 958 95 Issue Date: June 22, 2017 Response due Date and Time (Central Time): Thursday, August 3, 2017, 11:00 A.M. C.S.T The City highly recommends that respondents do not wait until minutes before the due date and time to email a submission. It can take significant time for the submissions to reach the City. City of Denton RFP for Supply of Utility Scale Solar and/or Wind Purchase Power Agreement RFP 6496 - Main Document Page 2 of 22 Table of Contents 1. INTRODUCTION ....................................................................................................................................................... 3  2. COMMODITY OR SERVICE DESCRIPTION ......................................................................................................... 3  3. MINIMUM QUALIFICATIONS ................................................................................................................................ 3  4. SCHEDULE OF EVENTS .......................................................................................................................................... 4  5. PRE-SUBMITTAL CONFERENCE AND WALKTHROUGH ................................................................................ 4  6. CONTRACT TERM ................................................................................................................................................... 5  7. PRICING ..................................................................................................................................................................... 5  8. ADDENDA ................................................................................................................................................................. 5  9. BUSINESS OVERVIEW ............................................................................................................................................ 5  10. EXCEPTIONS ............................................................................................................................................................ 5  11. DISCLOSURES .......................................................................................................................................................... 6  12. ACKNOWLEDGEMENT ........................................................................................................................................... 6  13. SUBMITTAL INSTRUCTIONS ................................................................................................................................ 6  a. Submission Format ...................................................................................................................................................... 7  b. Electronic Submission Requirements .......................................................................................................................... 7  14. EVALUATION PROCEDURES ................................................................................................................................ 7  15. CONTACT BETWEEN RESPONDENT AND THE CITY ....................................................................................... 9  SOLICITATION CHECKLIST ................................................................................................................................... 10  ATTACHMENT A-BUSINESS OVERVIEW QUESTIONNAIRE AND FORMS ................................................... 11  ATTACHMENT B-SUBMISSION EXCEPTIONS/CLARIFICATIONS ................................................................... 14  ATTACHMENT D-REFERENCES ............................................................................................................................ 15  ATTACHMENT E-CONFLICT OF INTEREST QUESTIONNAIRE ........................................................................ 16  ATTACHMENT F-ACKNOWLEDGEMENT ......................................................................................................... 1817 Attachment G – Confidentiality Agreement 18 Exhibit 1 Pricing Sheet Exhibit 2 General Provisions, Standard Terms and Conditions and Appendices City of Denton RFP for Supply of Utility Scale Solar and/or Wind Purchase Power Agreement RFP 6496 - Main Document Page 3 of 22 1. INTRODUCTION In accordance with the provisions of Texas Local Government Code, Chapter 252 and 271, the City of Denton (the City) is requesting submissions to contract with an individual or business with considerable experience in providing goods or services of this solicitation. The responses and the cost solutions shall be submitted to the City of Denton in a sealed submission. The awarded individual or business shall possess a proven track record of using innovative approaches to providing goods and services that represent the best value to their clients. The awarded individual or business shall have the ability to accomplish all aspects of the requested services. The selected individual or firm should be able to provide innovative methods to deal with municipal challenges, and cost effective solutions. A firm may submit a solicitation response for one or more of the categories of product or services requested in this solicitation. 2. COMMODITY OR SERVICE DESCRIPTION The City is seeking a term contract for a Utility Scale Solar and/or Wind Purchase Power Agreement(s) for up to 300 MW of unit-contingent solar and/or wind energy to be purchased as needed over the contract term. Pricing is requested in 25 MW tranches. Projects may be submitted as a solar-only, wind-only, or wind/solar combination project. Projects should are not required to be ITC orand PTC qualified nor have the ability to qualify for ITCs and PTCs. The facilities must be online by December 31, 2020. The City will also accept proposals from existing solar and wind facilities that have available capacity. The products and services shall be accomplished per all exhibits identified in the table of contents. 3. MINIMUM QUALIFICATIONS The following minimum requirements must be demonstrated in order for the submission to be considered responsive to the City of Denton. Any submission received, which is determined to not meet these mandatory requirements shall be immediately disqualified and rejected as non-responsive.  Three (3) years’ experience providing similar services.  Three (3) references from governmental entities for the products or services requested is preferred but at least three (3) references from established wholesale market entities. The City prefers references from municipalities or utilities of similar size.  The responding individual or business must be registered in the State of Texas, or the County of Denton, to provide the products or services required in the solicitation, and the individual or business must have all licensure required by the State to provide any services required under this contact. City of Denton RFP for Supply of Utility Scale Solar and/or Wind Purchase Power Agreement RFP 6496 - Main Document Page 4 of 22 To learn how to obtain information about filing with the State of Texas, or obtaining copies or certificates from the Secretary of State visit Webpage: http://www.sos.state.tx.us/corp/copies.shtml; Phone 512-463-5578; or email corpcert@sos.state.tx.us.  If the respondent will be proposing to build a new solar or wind generating facilitiesy or is in the process of building a new facilityies to supply the energy requirements of the potential PPA, respondent must have designed, built, installed and completed the financing on a utility scale solar or wind projects of at least 5025 MWs within the United States. Note: the inclusion of smaller projects aggregated together for the purposes of meeting the 50 MW qualification hurdle is not acceptable.  Projects should be ITC and PTC qualified or have the ability to qualify for ITCs and PTCs  Respondent must demonstrate with verifiable examples of previous experience related to providing educational opportunities for the public including interactive, online displays communicating energy production, greenhouse gas emission(s) and/or equivalencies, and other project specific information. Please list past projects, locations, partnerships, and interactive tools used.  Submittal documents including a cover sheet, Solicitation Checklist, Attachments A -F and Exhibit 1, per the method described in SUBMITTAL INSTRUCTIONS. 4. SCHEDULE OF EVENTS The City of Denton reserves the right to change the dates indicated below: The City of Denton reserves the right to change the dates indicated below: Issue Solicitation: 06/22/2017 Pre-submittal conference 07/6/2017 at 10:00 AM CST` Deadline for Submission of Questions: 07/13/2017 at 11:00 AM CST Deadline for Submission of Proposal/Response: 08/3/2017 at 11:00 AM CST Target Award Date: 10/31/2017 The City of Denton is using the solicitation ‘Issue Date’ as noted in the Schedule of Events above as the official 30 day notification requirement for an interview with a firm. It is important to note that Denton may delay execution of the contract(s) while the Public Utilities Commission of Texas (PUCT) is considering any proposed major market changes that could greatly affect renewable agreements, unless the market changes can be mitigated within the contract itself. 5. PRE-SUBMITTAL CONFERENCE AND WALKTHROUGH A non-mandatory, pre-solicitation conference will be available to interested contractors. Attendance at the pre-solicitation conference is strongly encouraged prior to submission of a response. The conference will be held on Thursday, July 6, 2017 at 10:00 am in the Purchasing Conference Room, 901B Texas Street, Denton, Texas 76209. City of Denton RFP for Supply of Utility Scale Solar and/or Wind Purchase Power Agreement RFP 6496 - Main Document Page 5 of 22 Internet link to meeting location: http://maps.google.com/maps?f=q&source=s_q&hl=en&geocode=&q=901b+Texas+Street,+Denton,+TX&aq=&sll=37. 0625,-95.677068&sspn=45.332616,107.929687&ie=UTF8&hq=&hnear=901+Texas+St,+Denton,+Texas+76209&z=16 6. CONTRACT TERM It is the intention of the City of Denton to award a contract for a minimum of two (2) up ten (10) to twenty (20) year period. If the City chooses the 10 (ten) year option, the City and the Awarded Contractor shall have the option to renew this contract for an additional ten (10) year period. Respondents are also encouraged to propose contracts for different terms if desired. Materials and services undertaken pursuant to this solicitation will be required to commence within fourteen (14) days of delivery of a Notice to Proceed. The Contract shall commence upon the issuance of a Notice of Award by the City of Denton and shall automatically renew each term, from the date of award by City Council, unless either party notifies the other prior to the scheduled renewal date. At the sole option of the City of Denton, the Contract may be further extended as needed, not to exceed a total of twelve (12) months.. 7. PRICING Firm Price Pricing and discounts submitted are firm for the initial one-year period specified in the solicitation. Price decreases are allowed at any time. The City prefers a FIXED price in $/MWh over the entire term of the contract with no escalation factor. Prices should be provided for delivery at both the generator bus andand the ERCOT North Hub. In addition the City would prefer a proposal that provides delivery directly in the 345 kV interconnection, although the City is open to proposals at other points of interconnection. The City is also requesting a FIXED price that contains a clause that relieves the purchaser of any obligation to receive energy at or below $0.00 ERCOT market settlement pricing for wind proposals.proposals that relieve the purchaser from accepting energy with negative prices as well as proposals that permit negative prices The respondents should complete Exhibit 1 Pricing Sheet and submit it as part of the proposal. 8. ADDENDA Respondents are required to acknowledge addenda with their submission. Respondents will be responsible for monitoring the City of Denton Purchasing website at www.dentonpurchasing.com to ensure they have downloaded and signed all addenda required for submission with their submission. Respondents should acknowledge each individual addendum on Attachment F. 9. BUSINESS OVERVIEW Respondent shall complete the Business Overview Questionnaire, Project Information Form & Schedule Compliance Form as applicable per Attachment A. 10. EXCEPTIONS City of Denton RFP for Supply of Utility Scale Solar and/or Wind Purchase Power Agreement RFP 6496 - Main Document Page 6 of 22 The Request for Proposal (RFP) process allows for negotiation of the terms and conditions of this proposal. The respondent shall note any exceptions to the solicitation document, on Attachment B. The exceptions will be reviewed to ensure they meet the minimum specifications and requirements and will be ranked in accordance with the evaluation criteria. The City reserves the right to accept, reject or negotiate the exceptions provided. Respondents shall itemize all exceptions on Attachment B. Additional pages may be added as necessary. Do not mark or change the text of the solicitation document, exceptions shall be noted only on Attachment B. If no exceptions are taken, the respondent shall sign and return Attachment B in the appropriate signature block. 11. DISCLOSURES The individual or business must disclose any business relationship that would have an effect, of a conflict of interest. A conflict of interest statement must be signed as part of the contract negotiated with the awardee(s). (Attachment E) 12. ACKNOWLEDGEMENT Submit a signed acknowledgement by authorized agent of the responding firm (Attachment F). 13. SUBMITTAL INSTRUCTIONS The City of Denton will accept electronic or hard copy submittals until the date and time on the cover sheet of this solicitation. Any submission received after the date and/or hour set for solicitation opening will be returned unopened. Electronic submittals may be emailed to ebids@cityofdenton.com with the solicitation number and name in the subject line. Please consolidate attachments as much as possible, and do not exceed 35MB total for attachments. Emails received by the City will remain unopened until after the due date and time. Only authorized Materials Management Staff will have access to the e-bid email inbox. Please do not email the buyer directly to ensure security of the proposal. Electronic proposals must be received by the City before the due date and time. The date and time used by the City shall be the official time. It is highly recommended that respondents do not wait until minutes before the due date and time to email their submission. It can take significant time for the email to reach the City. Hard copy submissions may be hand delivered (by firm or express courier) to the address listed below: City of Denton Materials Management SOLICITATION NUMBER AND NAME 901B Texas Street Denton, TX 76209 City of Denton RFP for Supply of Utility Scale Solar and/or Wind Purchase Power Agreement RFP 6496 - Main Document Page 7 of 22 The City of Denton reserves the right to accept or reject in part or in whole any submission, and to waive technicalities of the submission, in the best interest of obtaining best value for the City. Each respondent is responsible for taking the necessary steps to ensure their submission is received by the date and time noted herein. The City is not responsible for missing, lost or late mail or any mail or email delays, internal or external, that may result in the submission arriving after the set time. a. Submission Format Respondents shall provide detailed information to allow the City to properly evaluate the submission. The City requests the following format be used: 1. Hard copy submissions shall be bound only utilizing a staple or binder clip. Do not submit responses in a binder or file folder. 2. Submission shall be no more than 200 pages in length or 35 MB is file size 3. Utilize tabs to identify exhibits and attachments 4. The submission shall be in the following order: a) Coversheet – including Solicitation number and name, firm name, address, contact name, phone, fax, website and email address. b) Pricing Sheet – Exhibit 1 c) Completed Solicitation Checklist d) Attachment A- Business Questionnaire e) Attachment B- Exception Form f) Attachment C –Not Applicable g) Attachment D -References h) Attachment E -Conflict of Interest Questionnaire Form i) Attachment F -Signed Acknowledgement form j) Attachment G – Confidentiality Agreement k) Appendices may be used for additional documentation or clarification at the respondent’s option. 5. Hard Copy submittals shall include one (1) original signed by an officer authorized to bind the firm, and three (3) copies of the completed response. 6. Submit response, before the published due date. Hard copy submittals must be in a sealed envelope with the solicitation number and name. b. Electronic Submission Requirements All respondents shall submit their pricing sheet (Exhibit 1) in Microsoft Excel format for quick tabulation of results. The electronic pricing sheet must be received regardless of the method chosen by the proposer to submit (hard copy or electronic). If a respondent is only submitting a hard copy, they shall provide a flash drive, containing a complete copy of the response to this solicitation, or submit electronically to ebids@cityofdenton.com. Emails to the City should include the RFP number and name in the subject line, consolidate attachments as much as possible, and not exceed 35MB total. Please do not email the buyer directly to ensure security of the proposal. 14. EVALUATION PROCEDURES City of Denton RFP for Supply of Utility Scale Solar and/or Wind Purchase Power Agreement RFP 6496 - Main Document Page 8 of 22 Selection of a firm(s) to provide the aforementioned materials and services shall be in accordance with the City of Denton Purchasing Policies and procedures and the State of Texas Local Government Code 252.043. The City of Denton shall open all submissions and evaluate each respondent in accordance to the below criteria: Step 1: The City of Denton will evaluate the submission in accordance with the selection criteria and will rank the firms on the basis of the submittals. The City of Denton, reserves the right to consider information obtained in addition to the data submitted in the response. The selection criterion is listed below: a) Location of the Projects (FACTOR: 15%). Preference will be given to projects that are located in areas that will result in lower congestion charges (costs incurred to route the electric energy from the generating facilities to the Denton area), as determined by DME staff. b) Past performance and experience on projects of this magnitude and complexity (FACTOR 10%) The respondent's successful experience in projects within the primary areas similar to the scope of work requested in this SOLICITATION will be a major consideration. Based on the past performance of both the individual project personnel and the respondent, the City of Denton will determine if the respondent has the track record to provide the required services in successfully administering similar projects. The meeting of project budgets and project schedules and prior contract performance will be items of consideration in evaluating past performance. c) Hourly Production Profile (FACTOR: 15%). Preference will be given to projects that have a higher overall capacity factor (ratio of its actual output over a period of time, to its potential output if it were possible for it to operate at full capacity indefinitely) during ERCOT On-Peak hours (0700-2200) due to physical location of the project, chosen equipment or other factors. In particular, the hours of 1500-1900 will be given higher priority. In order for the City to evaluation this metric, respondents must submit an hourly production profile for the each facility proposed with their responses. This profile should be a minimum of 3 separate but consecutive years worth of potential solar and/or wind production of 8,760 hours of data for each year. Data from the most recent 3 full years of data available is preferred. TheEach yearly 8760 hourly data MUST NOT BE AGGREGATED/AVERAGED in any way. d) Purchased Power Agreement cost (FACTOR: 60%). Proposals will be evaluated for the overall cost of the Project to the City of Denton as well as the Fixed Price ($/MWh) for the PPA. The total possible score of the submissions shall be scored and weighted as indicated above, Step 1 items a-d. Based on the outcome of the computations performed, each submission will be assigned a raw score. The assigned weight will then be applied to these scores to calculate an overall score for each submission for completion of the final scoring process. City of Denton RFP for Supply of Utility Scale Solar and/or Wind Purchase Power Agreement RFP 6496 - Main Document Page 9 of 22 Step 2: After the final ranking of the submissions and determination of Firm(s) that provide a best value to the City and are within the competitive range, provided the City of Denton elects to proceed without oral discussions, the City will immediately proceed to negotiate final pricing, terms and conditions with the highest ranked Firm or Firms. The City of Denton may elect to conduct oral discussions, request clarifications, and presentations concerning the project approach and ability to furnish the requirements, as part of the negotiation process. The City may elect to utilize a Best and Final negotiation phase to determine the Firm that provides the overall best value to the City. Step 3: Upon selection of the submission or Best and Final Offer that represents the “best value”, a written recommendation will be presented to the appropriate approving authority for the City of Denton (the City Manager, Public Utility Board, City Council) requesting authorization to proceed with contract execution for the proposed services. In accordance with Local Government Code 252.049, trade secrets and confidential information in competitive sealed proposals are not open for public inspection. All submissions shall be opened in a manner that avoids disclosure of the contents to competing respondents and keeps the responses secret during negotiations. A public opening will not be conducted with this process. After the contract has been awarded all submissions will be open for public inspection, and the unsuccessful respondent(s) may request a debriefing regarding their submittal. Please contact the City of Denton Materials Management staff to document the request for a debriefing. A meeting with the City of Denton Materials Management Staff and the using Division will be scheduled within a reasonable time. 15. CONTACT BETWEEN RESPONDENT AND THE CITY Respondents shall direct all inquiries and communications concerning this solicitation to the Point of Contact(s) listed below: Rebecca Hunter, CPPB Senior Buyer 901-B Texas Street Denton, TX 76209 (940) 349-7100 Fax: (940) 349-7302 Rebecca.hunter@cityofdenton.com *** Please do not email the buyer the final proposal unless requested after the due date and time published on the coversheet. A proposal should be emailed to ebids@cityofdenton.com. City of Denton RFP for Supply of Utility Scale Solar and/or Wind Purchase Power Agreement RFP 6496 - Main Document Page 10 of 22 SOLICITATION CHECKLIST Check when Completed Task to be Completed by Respondent Exhibit 1 – Pricing sheet Review Exhibit 2 – General Provisions and Terms and Conditions Cover sheet Solicitation number Solicitation name Firm name Firm address Contact name Contact phone Contact fax Website address Contact email address Solicitation Checklist Attachment A- Business Overview Questionnaire Document how firm meets minimum qualifications (Section 3) Detail to support evaluation criteria Attachment B – Exception Form Attachment C – not applicable Attachment D – Reference Form Attachment E – Conflict of Interest Questionnaire Form – with signature Attachment F – Acknowledgment of Addenda Attachment G – Confidentiality Agreement Submission signed by authorized officer, in the order specified below Hard Copy Submission: If submitting a hard copy, the City requires one (1) original and three (3) copies, with the pricing sheet submitted electronically in excel or emailed in excel to Ebids@cityofdenton.com with the Solicitation # and name in the subject line. Electronic Submission: If submitting an electronic proposal only, email to Ebids@cityofdenton.com with the Solicitation # and name in the subject line. The pricing sheet (Exhibit 1) must be in excel format. Order for Submission Document 1 Cover Sheet 2 Pricing Sheet – Exhibit 1 3 Solicitation Checklist 4 Attachment A- Business Overview Questionnaire 5 Attachment B – Exception Form 6 Attachment C – not applicable 7 Attachment D – Reference Form 8 Attachment E – Conflict of Questionnaire Form 9 Attachment F - Acknowledgment City of Denton RFP for Supply of Utility Scale Solar and/or Wind Purchase Power Agreement RFP 6496 - Main Document Page 11 of 22 Submit response, with tabs marking each section, in the following order: ATTACHMENT A-BUSINESS OVERVIEW QUESTIONNAIRE AND FORMS 1. Contract Information (for formal contracting purposes): The following information will be used to write a contract, should your firm be selected for award.  Firm’s Legal Name:  Address:  Agent Authorized to sign contract (Name):  Agent’s email address: 2. Subsidiary of: 3. Organization Class (circle): Partnership Corporation Individual Association 4. Tax Payer ID#: 5. Date Established: 6. Historically Underutilized Business: Yes or No 7. Does your company have an established physical presence in the State of Texas, or the City of Denton? Yes or No, in which? 8. Please provide a detailed listing of all products and/or services that your company provides. 9. Has your company filed or been named in any litigation involving your company and the Owner on a contract within the last five years under your current company name or any other company name? If so provide details of the issues and resolution if available. Include lawsuits where Owner was involved. (Notice: Failure to disclose this information during proposal submission, and later discovered, may result in contract termination at the Owner’s option.) 10 Attachment G – Confidentiality Agreement City of Denton RFP for Supply of Utility Scale Solar and/or Wind Purchase Power Agreement RFP 6496 - Main Document Page 12 of 22 10. Have you ever defaulted on or failed to complete a contract under your current company name or any other company name? If so, where and why? Give name and telephone number of Owner. 11. Have you ever had a contract terminated by the Owner? If so, where and why? Give name and telephone number (s) of Owner (s). 12. Has your company implemented an Employee Health and Safety Program compliant with 29 CFR 1910 “General Industry Standards” and/or 29 CFR 1926 “General Construction Standards” as they apply to your Company’s customary activities? http://www.osha.gov/pls/oshaweb/owasrch.search_form?p_doc_type=STANDARDS&p_toc _level=1&p_keyvalue=1926 13. Resident/Non-Resident Bidder Determination: Texas Government Code Section 2252.002: Non-resident bidders. Texas law prohibits cities and other governmental units from awarding contracts to a non-resident firm unless the amount of such a bid is lower than the lowest bid by a Texas resident by the amount the Texas resident would be required to underbid in the non-resident bidders’ state. In order to make this determination, please provide the name, address and phone number of: a. Responding firms principle place of business: b. Company’s majority owner principle place of business: c. Ultimate Parent Company’s principle place of business: City of Denton RFP for Supply of Utility Scale Solar and/or Wind Purchase Power Agreement RFP 6496 - Main Document Page 13 of 22 14. Provide details to support the evaluation criteria, including experience and delivery. 15. Provide details on how firm meets the minimum qualifications stated in this Main document Section 3. a. The details must be completed on this form, and shall not point to another document in the respondent’s proposal. b. Sign below and return form with final submission. I certify that our firm meets the minimum qualifications as stated in this Main document, Section 3. _______________________ _____________________ _____________________ Signature Company Date City of Denton RFP for Supply of Utility Scale Solar and/or Wind Purchase Power Agreement RFP 6496 - Main Document Page 14 of 22 ATTACHMENT B-SUBMISSION EXCEPTIONS/CLARIFICATIONS Any exceptions or clarifications taken to this solicitation (including terms and conditions in Exhibit 2, the General Provisions and Terms and Conditions) must be itemized on the lines below. Additional pages may be added as needed. If there are no exceptions or clarifications, please sign where indicated at the bottom of the page. Item # Description _________ __________________________________________________________________________________ _________ __________________________________________________________________________________ _________ __________________________________________________________________________________ _________ __________________________________________________________________________________ _________ __________________________________________________________________________________ _________ __________________________________________________________________________________ _________ __________________________________________________________________________________ _________ __________________________________________________________________________________ _________ __________________________________________________________________________________ _________ __________________________________________________________________________________ _________ __________________________________________________________________________________ _________ __________________________________________________________________________________ _________ __________________________________________________________________________________ The above exceptions and clarifications (and any additional pages identified) are the ONLY exceptions/clarifications to the specifications, General Provisions and Terms and Conditions in Exhibit 2, and sample contract to this solicitation. I understand that the City may not accept additional exceptions produced after final submission of this proposal. _______________________ _____________________ _____________________ Signature Company Date No Exceptions are taken to this solicitation or the General Provisions and Terms and Conditions in Exhibit 2. _______________________ _____________________ _____________________ Signature Company Date City of Denton RFP for Supply of Utility Scale Solar and/or Wind Purchase Power Agreement RFP 6496 - Main Document Page 15 of 22 ATTACHMENT D-REFERENCES Please list three (3) Government references, other than the City of Denton, who can verify the quality of service your company provides. The City prefers customers of similar size and scope of work to this solicitation. REFERENCE ONE GOVERNMENT/COMPANY NAME: LOCATION: CONTACT PERSON AND TITLE: TELEPHONE NUMBER: SCOPE OF WORK: CONTRACT PERIOD: REFERENCE TWO GOVERNMENT/COMPANY NAME: LOCATION: CONTACT PERSON AND TITLE: TELEPHONE NUMBER: SCOPE OF WORK: CONTRACT PERIOD: REFERENCE THREE GOVERNMENT/COMPANY NAME: LOCATION: CONTACT PERSON AND TITLE: TELEPHONE NUMBER: SCOPE OF WORK: CONTRACT PERIOD: City of Denton RFP for Supply of Utility Scale Solar and/or Wind Purchase Power Agreement RFP 6496 - Main Document Page 16 of 22 ATTACHMENT E-CONFLICT OF INTEREST QUESTIONNAIRE CONFLICT OF INTEREST QUESTIONNAIRE - FORM CIQ For vendor or other person doing business with local governmental entity This questionnaire reflects changes made to the law by H.B. 23, 84th Leg., Regular Session. This questionnaire is being filed in accordance with Chapter 176, Local Government Code, by a vendor who has a business relationship as defined by Section 176.001(1-a) with a local governmental entity and the vendor meets requirements under Section 176.006(a). By law this questionnaire must be filed with the records administrator of the local government entity not later than the 7th business day after the date the vendor becomes aware of facts that require the statement to be filed. See Section 176.006(a-1), Local Government Code. A vendor commits an offense if the vendor knowingly violates Section 176.006, Local Government Code. An offense under this section is a misdemeanor. 1 Name of vendor who has a business relationship with local governmental entity. 2 Check this box if you are filing an update to a previously filed questionnaire. (The law requires that you file an updated completed questionnaire with the appropriate filing authority not later than the 7th business day after the date on which you became aware that the originally filed questionnaire was incomplete or inaccurate.) 3 Name of local government officer about whom the information in this section is being disclosed. Name of Officer This section, (item 3 including subparts A, B, C & D), must be completed for each officer with whom the vendor has an employment or other business relationship as defined by Section 176.001(1-a), Local Government Code. Attach additional pages to this Form CIQ as necessary. A. Is the local government officer named in this section receiving or likely to receive taxable income, other than investment income, from the vendor? Yes No B. Is the vendor receiving or likely to receive taxable income, other than investment income, from or at the direction of the local government officer named in this section AND the taxable income is not received from the local governmental entity? Yes No C. Is the filer of this questionnaire employed by a corporation or other business entity with respect to which the local government officer serves as an officer or director, or holds an ownership of one percent or more? Yes No D. Describe each employment or business and family relationship with the local government officer named in this section. 4 I have no Conflict of Interest to disclose. 5 City of Denton RFP for Supply of Utility Scale Solar and/or Wind Purchase Power Agreement RFP 6496 - Main Document Page 17 of 22 Signature of vendor doing business with the governmental entity Date City of Denton RFP for Supply of Utility Scale Solar and/or Wind Purchase Power Agreement RFP 6496 - Main Document Page 18 of 22 ATTACHMENT F-ACKNOWLEDGEMENT The undersigned agrees this submission becomes the property of the City of Denton after the official opening. The undersigned affirms he has familiarized himself with the specification, drawings, exhibits and other documents; the local conditions under which the work is to be performed; satisfied himself of the conditions of delivery, handling and storage of materials and equipment; and all other matters that will be required for the work before submitting a response. The undersigned agrees, if this submission is accepted, to furnish any and all items/services upon which prices are offered, at the price(s) and upon the terms and conditions contained in the specification. The period for acceptance of this submission will be 120 calendar days unless a different period is noted. The undersigned affirms that they are duly authorized to execute this contract, that this submission has not been prepared in collusion with any other respondent, nor any employee of the City of Denton, and that the contents of this submission have not been communicated to any other respondent or to any employee of the City of Denton prior to the acceptance of this submission. Respondent hereby assigns to the City any and all claims for overcharges associated with this contract which arise under the antitrust laws of the United States, 15 USCA Section 1 et seq., and which arise under the antitrust laws of the State of Texas, Tex. Bus. & Com. Code, Section 15.01, et seq. The undersigned affirms that they have read and do understand the specifications, all exhibits and attachments contained in this solicitation package. The undersigned agrees that the solicitation package posted on the website are the official specifications and shall not alter the electronic copy of the specifications and/or pricing sheet (Exhibit 1), without clearly identifying changes. The undersigned understands they will be responsible for monitoring the City of Denton Purchasing Website at: http://www.cityofdenton.com/index.aspx?page=397 to ensure they have downloaded and signed all addendum(s) required for submission with their response. I certify that I have made no willful misrepresentations in this submission, nor have I withheld information in my statements and answers to questions. I am aware that the information given by me in this submission will be investigated, with my full permission, and that any misrepresentations or omissions may cause my submission to be rejected. Acknowledge receipt of following addenda to the solicitation: Addendum No 1 Dated _______________________ Received _________________ Addendum No 2 Dated _______________________ Received _________________ Addendum No 3 Dated _______________________ Received _________________ NAME AND ADDRESS OF COMPANY: AUTHORIZED REPRESENTATIVE: ___________________________________ Signature ___________________________________ Date ___________________________________ Name ___________________________________ Title ___________________________ Tel. No. ____________________________ Fax No. ________________________ Email. _____________________________ ATTACHMENT G - CONFIDENTIALITY AGREEMENT City of Denton RFP for Supply of Utility Scale Solar and/or Wind Purchase Power Agreement RFP 6496 - Main Document Page 19 of 22 THIS CONFIDENTIALITY AGREEMENT (this “Agreement”), dated as of [Date], is by and between [Insert Company Name], and the City of Denton, a Texas municipal corporation (“City of Denton”). [Insert Company Name] and the City of Denton are collectively referred to herein as the “Parties” and individually as a “Party.” WHEREAS, the Parties have recently had discussions or desire to enter into discussions concerning a Power Purchase Agreement that may involve Denton Municipal Electric in Denton, Texas (the “Project”), and as a result, it is deemed desirable by each Party to disclose certain information to the other Party; WHEREAS, it is a condition to the disclosure of such information that the Parties enter into this Agreement to evidence the Parties' undertakings and agreement with respect to the treatment as confidential, and the control and use of, information that may be furnished to the Parties; and NOW, THEREFORE, in consideration of the foregoing premises, the mutual covenants contained herein and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Parties hereby agree as follows: 1. Defined Terms. As used in this Agreement each of the following terms shall have the meaning assigned to such term as set forth below: 1.1. “Affiliate” means any Person that directly or indirectly (through one or more intermediaries) controls or is controlled by or is under common control with the relevant Person specified herein. 1.2. “Confidential Information” means (a) all information, whether of a business, technical, engineering, economic or other nature and regardless of the form in which it is communicated or maintained, relating to a Party (the “Disclosing Party”), its Affiliates and/or the Project that is provided to the other Party (the “Receiving Party”) or any of its Representatives by the Disclosing Party or any of its Representatives, (b) all sketches, drawings, reports, analysis, compilations, studies and notes containing or reflecting Confidential Information, regardless of who prepares such materials, (c) the fact that the Confidential Information has been made available to or is being inspected or evaluated by the Receiving Party, and (d) the fact that such discussions and negotiations are taking place concerning the Project or other related transactions between the Parties, except that Confidential Information shall not include: (i) information that was already in the Receiving Party's or its Affiliates' possession on a non- confidential basis prior to disclosure hereunder; (ii) information which prior to disclosure was already in the public domain, or which after disclosure entered the public domain other than by a breach of this Agreement by the Receiving Party or any of its Representatives; and (iii) information which was received from a third party which the Receiving Party reasonably believes was not and is not violating an obligation of confidentiality to the Disclosing Party or its Affiliates; provided that use or disclosure by the Receiving Party of information which the Receiving Party obtains in the manner described by this Section 1.2(iii) does not violate any of the terms under which it was disclosed by said third party. 1.3. “Person” means any natural person, corporation, company, partnership, limited liability company, joint venture, trust, organization, association, sole proprietorship or other entity. 1.4. “Representatives” shall mean, with respect to either Party hereto, such Party’s affiliates, officers, directors, partners, members, employees, agents, trustees, potential and existing lenders, potential and existing investors, potential and existing equity providers, security holders, others providing financing or refinancing and the consultants and advisors (including, without limitation, financial advisors, counsel and accountants, and each of their respective advisors) of such Party. 2. Restrictions on Disclosure and Use of Confidential Information. City of Denton RFP for Supply of Utility Scale Solar and/or Wind Purchase Power Agreement RFP 6496 - Main Document Page 20 of 22 2.1. The Receiving Party agrees to, and to cause its Representatives to, treat all Confidential Information as confidential and secret and comply with the terms and conditions contained herein. The Receiving Party shall not, and shall not permit its Representatives to, disclose Confidential Information to any Person (except as set forth in this Section 2), without the prior written consent of the Disclosing Party. 2.2. Without the prior written consent of the Disclosing Party, the Receiving Party shall not, and shall not permit its Representatives to, make any use whatsoever of the Confidential Information other than as may be necessary for the purpose referenced above in connection with the Project. 2.3. Except as set forth in Section 2.4, the Receiving Party shall only disclose Confidential Information to those of its Representatives, or other Persons that are concerned with the Project and whose knowledge of such Confidential Information is necessary or advisable for such purpose. Each such Person receiving Confidential Information from the Receiving Party shall have the same obligations with respect to such Confidential Information as the Receiving Party hereunder, and the Receiving Party shall so instruct each such Person receiving Confidential Information and shall use all reasonable efforts to prevent and prosecute unauthorized use or disclosure of Confidential Information by such Persons. The Receiving Party shall be liable to the Disclosing Party for any breach of such obligations by any such Persons. 2.4. If the Receiving Party or any of its Representatives is requested or required (by deposition, interrogatories, requests for information or documents in legal proceedings, subpoenas or similar process) in connection with any proceeding to disclose or otherwise becomes legally compelled to disclose any Confidential Information, the Receiving Party shall provide the Disclosing Party with prompt written notice and reasonable assistance (subject to reimbursement by the Disclosing Party of all reasonable and out of pocket expenses incurred by the Receiving Party in providing such assistance) so as to enable the Disclosing Party to seek a protective order or other appropriate remedy or waive compliance with this Agreement. If such a protective order or other remedy is not obtained, or if the Disclosing Party waives compliance with this Agreement, the Receiving Party (or such other Persons to whom such request is directed) may disclose Confidential Information, but only such Confidential Information as it is legally required to disclose to avoid contempt or other penalty in the reasonable opinion of counsel to the Receiving Party, and shall exercise reasonable efforts to obtain reliable assurance that confidential treatment will be accorded such Confidential Information disclosed. 3. Safekeeping and Return of Confidential Information. 3.1. The Receiving Party shall take all reasonable steps to prevent the unauthorized use, distribution or reproduction of all copies of written materials relating to or containing any part of Confidential Information, including all sketches, drawings, reports, analysis, compilations, studies and notes, and all copies, reproductions, reprints and translations thereof. The Receiving Party shall not, and shall not permit its Representatives to, directly or indirectly, duplicate or otherwise reproduce, in whole or in part, such Confidential Information in any manner inconsistent with the terms hereof. 3.2. The Receiving Party shall return to the Disclosing Party, within ten (10) days after receipt of such a request by the Disclosing Party, all materials containing or reflecting Confidential Information that are in the possession of the Receiving Party and its Representatives, without retaining copies. Notwithstanding the foregoing, Receiving Party may retain such materials to the extent required by applicable law in the reasonable opinion of counsel to the Receiving Party and may also retain reports, analysis, compilations, studies, notes or other documents or records prepared by the Receiving Party which contain or otherwise reflect or are generated from Confidential Information, provided, however, Receiving Party shall keep all such copies confidential in accordance with this Agreement and such obligation shall survive the termination of this Agreement. Notwithstanding the return of such materials, the Receiving Party and its Representatives shall continue to be bound by the obligations of confidentiality and other obligations hereunder. City of Denton RFP for Supply of Utility Scale Solar and/or Wind Purchase Power Agreement RFP 6496 - Main Document Page 21 of 22 4. Notice. All notices, requests, consents, waivers and other communications required, permitted or desired to be given hereunder or by law to be served upon or given to a Party by any other Party shall be deemed duly served and given when received after being delivered by hand, courier or facsimile or sent by registered or certified mail, return receipt requested, postage prepaid, addressed as follows: If to [Insert Company Name]: [Address] Attention: Phone: Fax: If to City of Denton: 1659 Spencer Road Denton, TX 76205 Attention: Mike GrimExecutive Manager Power Supply Telephone: (940) 349-7179565 Fax: (940) 349-7334569 Each Party may change its address for the purpose of this section by giving written notice of such change to the other Party in the manner provided in this section. 5. Term. This Agreement and the obligations of confidentiality undertaken hereby shall remain in full force and effect for a period from the date of this Agreement until the end of two (2) years after the date of this Agreement. 6. No Waiver; Amendments. No failure or delay by the Disclosing Party in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any right, power or privilege hereunder. Any modification of andor amendment to this Agreement and any waiver of any provision of this Agreement must be in writing signed by the Parties. 7. Governing Law. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Texas without reference to the conflict of laws or principles thereof. 8. Severability. If any provision of this Agreement is held to be illegal, invalid or unenforceable under present or future laws, such provision shall be fully severable and this Agreement shall be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part of this Agreement, and the remaining provisions of this Agreement shall remain in full force and effect and shall not be affected by the illegal, invalid or unenforceable provision or by its severance from this Agreement. Furthermore, in lieu of such illegal, invalid or unenforceable provision, there shall be added automatically as a part of this Agreement a provision as similar in its terms to such illegal, invalid or unenforceable provision as may be possible and be legal, valid and enforceable. 9. Remedies. It is agreed that each Party shall be entitled to relief both at law and in equity, including, but not limited to injunctive relief and specific performance, in the event of any breach or anticipated breach of this Agreement, without proof of any actual or special damages. The Receiving Party agrees to pay the costs and expenses (including reasonable attorneys' fees and expenses) incurred by the Disclosing Party and its Affiliates in successfully enforcing any of the terms of this Agreement or proving that the Receiving Party or any of its Representatives breached any of the terms of this Agreement. 10. Successors and Assigns. Neither Party may assign this Agreement nor any of its rights hereunder except with the prior written consent of the other Party and except that either Party may, without the consent of the other Party, assign this Agreement and the rights hereunder to any of its Affiliates that own an interest in the Project. This Agreement shall be binding upon and inure to the benefit of the successors and permitted assigns of the Parties. 11. No Obligation or Joint Venture. The Parties agree that unless and until a definitive agreement has been executed and delivered, no contract or agreement providing for a business relationship between the Parties shall be deemed to exist between the Parties, and neither Party will be under any legal obligation of any kind whatsoever with respect to such relationship by virtue of this Agreement or any written or oral expression thereof, except, in the case of this Agreement, for the matters specifically agreed to herein. For purposes of this Agreement, the term “definitive agreement” does not include an executed letter of intent or any other preliminary written agreement or offer, unless specifically so designated in writing and executed by both Parties. This Agreement does not obligate either Party to deal exclusively with the other Party. City of Denton RFP for Supply of Utility Scale Solar and/or Wind Purchase Power Agreement RFP 6496 - Main Document Page 22 of 22 12. Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Any executed counterpart transmitted by facsimile or similar transmission by any Party shall be deemed an original and shall be binding upon such Party. 13. No Warranty. The Parties hereby acknowledge that neither Party, nor any of its representatives, agents, affiliates or assigns makes any representations or warranties whatsoever concerning the accuracy, completeness or correctness of the Confidential Information supplied hereunder, nor must such representation or warranty be implied. 14. Entire Agreement. This Agreement represents the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior agreements, whether oral or written. IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above. [INSERT COMPANY NAME] By: Name: Title: CITY OF DENTON By: Name: Michael S. Grim Title: Executive Manager This document and any attachments thereto may contain information that is confidential, commercially- sensitive, proprietary, and/or public power utility competitive and financial information in accordance with the provisions of Texas Government Code, Section 552.101, 552.104, 552.110 and/or 552.133, and may be protected from required public disclosure.