STM 00001 (revised 05/10/2022) Published On: 05/06/2022
Question: Can you post written responses to the questions raised during the Stakeholder Meeting held on April 18th, 2022?
Answer: Responses to the questions from the Stakeholder Meetings are posted on the Stakeholder Materials page of this website at https://www.duke2022solarrfpcarolinas.com/StakeholderMaterials.
STM 00002 Published On: 05/11/2022
Question: There was some discussion on the April 18, 2022, Solar Stakeholder Meeting around whether Asset Transfer (without an EPC Agreement) would remain as an option in the final RFP document. Given the uncertainties around supply chain, procurement, and government action against certain module providers, we think it is important that Asset Transfer (without an EPC Agreement) remain a bid option. This would allow the developer to offer a lower price for the sale of the asset as the risk of procurement would be on Duke and Duke may be better prepared to navigate and accept these risks. Can you confirm that the Asset Transfer (without an EPC Agreement) will remain an option in this RFP?
Answer: Confirmed; the Asset Transfer (without EPC Agreement) is a Proposal option for the 2022 SP.
STM 00003 Published On: 05/11/2022
Question: There was some discussion on the April 18, 2022, Solar Stakeholder Meeting conference call that instead of or in addition to bidding on a basis excluding System Upgrade costs, MPs might also be allowed to or be required to bid a PPA price that excludes System Upgrades costs subject to a $/MWh per $1M System Upgrade cost adjuster. If this bid with price adjuster approach is enacted, would it apply only to Facilities that are in the DISIS cluster, or would it apply also to Facilities that already have an LGIA and/or to Facilities that are in the Transition Cluster and already have some estimate of System Upgrade costs? It would seem to be apples-to-apples comparable to bids by Facilities in the DISIS cluster, that Facilities with LGIAs or Facilities in the Transition Cluster with estimates of System Upgrade costs should be allowed to bid on this same price adjuster basis? And, even if bid on this basis, such Facilities with LGIAs or Facilities in the Transition Cluster with estimated System Upgrades costs would have lower risk with more certainty of system Upgrades costs than Facilities in the DISIS cluster. How will the bidding criteria be structured to ensure that PPA pricing is most apples-to-apples comparable for projects at differing stages of System Upgrade cost certainty? How will the level of certainty in System Upgrade costs be acknowledged and valued as part of the selection process?
Answer: Proposals with an existing LGIA will pay for their own System Upgrades and should incorporate those assigned costs into their bid price (they will not have a “Part B” bid price). Proposals in DISIS will be required to submit a proposal that includes a “Part A” and a “Part B” bid price. The “Part A” bid price should include interconnection facilities but exclude System Upgrade costs. The Part B bid price should include the Part A price plus the $/MWh per $1 million System Upgrade Cost Adjuster. Projects in the Transitional Cluster must exit the Transitional Cluster and enter the 2022 DISIS Cluster process if they would like to participate in the 2022 SP.
GEN 00001 Published On: 05/09/2022
Question: Are the SolCast TMY files intended to be free solar resource accessible files? We are seeing a subscription requirement to source these files from SolCast.
Answer: SolCast is a paid subscription service and Duke will revise the PVSyst guidance in the RFP Plan to allow for other irradiance sources.
GEN 00002 Published On: 05/18/2022
Question: What is the process for getting vendors added to Duke's approved vendors list? Do we need to submit that request before the May 5th, 2022, deadline for comments?
Answer: The May 5th deadline for comments on the RFP documents is separate from the process related to the approved vendor list. The Duke Energy Regulated Renewables approved vendor list (“AVL”) compiles the current preferred suppliers for solar components. The AVL is constantly under review and solar equipment may be deleted or added based on various criteria including, but not limited to: direct experience, independent 3rd party evaluations and reports, industry projections, feedback from other operators, performance modeling, and other reasonable criteria that the Company deems appropriate. The AVL is only applicable to Utility Ownership Track Proposals. The AVL as provided represents the current list of approved equipment suppliers and will not be subject to modification for purposes of the expedited 2022 SP; however, if additional vendors are added to the AVL prior to the Utility Ownership Proposal’s commercial operation date, the Utility Ownership Proposal may opt to utilize such new vendors so long as such utilization adheres to the Facility Interconnection Requirement and does not trigger a material modification under the Interconnection Agreement. The process for adding a vendor to the AVL is complex and requires thorough review. To add a vendor to the AVL, Duke must evaluate, for example, the safety, reliability, operational experience, maintenance history, and serviceability of the proposed vendor. In some instances, information technology (“IT”) security issues and grid stability functions must also be evaluated prior to adding a new vendor to the AVL.
GEN 00003 Published On: 05/19/2022
Question: It is mentioned that Bidders submitting Controllable PPA Track proposals should submit a state-jurisdictional interconnection request under the North Carolina Interconnection Procedures or South Carolina Generator Interconnection Procedures, as applicable. Does it mean to simply apply for interconnection queue? Can you please elaborate this?
Answer: Yes, “Controllable PPA Track proposals should submit a state-jurisdictional interconnection request under the North Carolina Interconnection Procedures or South Carolina Generator Interconnection Procedures, as applicable" means that the proposal should submit an Interconnection Request application in the to enter the DISIS cluster (formerly the serial interconnection queue). While the requests for state and FERC are very similar, there are some differences, and the Interconnection Request application and corresponding Proposal and should align with the appropriate jurisdiction. For Proposals only bidding into Utility Ownership Track, they should complete a FERC Interconnection Request application, and Proposals bidding both PPA and UOT should submit a state-jurisdictional Interconnection Request application.
GEN 00004 Published On: 05/23/2022
Question: We'd want to participate in Duke's RFP and were hoping you could provide updated information on Grid location guidance and planned network upgrades in Duke's service zone in North and South Carolina. It would be extremely beneficial for bidders and would aid in the selection of a suitable land block for bidding.
Answer: The DEP and DEC Generator Interconnection Requirements and Locational Guidance document is now available on this page: Duke 2022 Solar RFP Carolinas > RFP Documents. Based upon MP feedback, Duke Energy will seek to describe the grid locational guidance being made available and any limitations based on currently available studies informing such guidance. Transmission expansion plans must follow the FERC local transmission planning process and are approved through the NCTPC process. The Companies have identified strategic transmission projects and a process for advancing those projects, but the Companies are at the beginning of that process and those projects will not be reflected in the 2022 SP grid locational guidance maps. NCTPC reports are published on the Reference Documents page at www.nctpc.org/nctpc/. NCTPC includes transmission upgrades >$10M.
GEN 00005 Published On: 05/27/2022
Question: Can you please provide the reasoning for requiring a QF certification for PPA track respondents? We are struggling to understand what this competitive solicitation has to do with PURPA rules.
Answer: Projects opting to participate in the 2022 SP must be PURPA Qualifying Facilities because the 2022 SP Program is being implemented by DEC and DEP as an alternative PURPA program where avoided cost rates are established through competitive procurement.
In addition, projects electing to participate in the RFP PPA track need to meet the following requirements, as outlined in the RFP:
Bidders submitting Controllable PPA Track proposals should submit a state-jurisdictional interconnection request under the North Carolina Interconnection Procedures or South Carolina Generator Interconnection Procedures, as applicable.
GEN 00006 Published On: 05/31/2022
Question: The provided PVSyst Instructions document states that PAN files used in project modeling must either be provided by or approved by Duke. What is the process to have the modules and available PAN files approved for use in this RFP?
Answer: Please submit the PAN file(s) and datasheet for the specific module that are proposed for review and approval by emailing them to CRA at Duke2022SolarRFPCarolinas@crai.com. The DEC/DEP proposal evaluation team will review and respond.
GEN 00007 Published On: 06/03/2022
Question: Please confirm whether the fees and deposits associated with the Interconnection Request are due by 6/29 or if they are due by the end of the Customer Engagement Window 60 days later.
Answer: All Interconnection Requests for the 2022 SP Program must be submitted by 6/29/2022. The interconnection deposit is due at the time the Interconnection Request is submitted. See NCIP Section 1.5.1.2, SCGIP Section 1.3.1.2, and FERC LGIP Section 4.1.2 for details regarding Interconnection Requests and Interconnection Deposits.
GEN 00008 Published On: 06/07/2022
Question: Duke has indicated that a project's participation in the RFP will satisfy DISIS milestones M1, M2, M3, and M4 (i.e., "Reasonable evidence that the project ....is offering to sell its output through a Resource Solicitation Process"). If a project initially satisfies a DISIS milestone from its submission of bid to the RFP but that project later withdraws from the RFP, is not shortlisted, or is shortlisted but then does not win, will that project be allowed time (after it falls out of the RFP process for any reason) to satisfy the relevant DISIS milestone by other means (i.e., executing a LEO or posting additional security if required)?
Answer: If a Proposal is not invited to remain in the 22 SP RFP, it can choose to meet DISIS readiness through avenues other than participation in the RFP and remain in DISIS. The RFP schedule is set to announce which Proposals are invited into Step 2 by 11/28/22, so any Proposals not invited to Step 2 would have until the end of that customer engagement window (12/26/22) to meet other readiness requirements or proceed as non-ready. Then, winners would be announced as early as May 11th and again, those Proposals that are not winners would have until the end of that customer engagement window (6/24/23) to meet other readiness requirements to remain in DISIS.
GEN 00009 Published On: 06/16/2022
Question: We respectfully request that three additional tier one manufacturers be added to the Approved Vendor List for PV module suppliers. Given the current disruptions in solar supply chain and the potential for these to be ongoing in nature, we are investing corporate resources to bring new opportunities for the supply of modules that will help alleviate risk. As part of this process, we are paying utmost attention to quality, performance, bankability and ongoing availability that minimize supply chain risk. This diligence process has thus far led us to introduce three additional tier one manufacturers to our portfolio of supply, including Goldi, Emmvee, and Adani, who we believe satisfy the requirements required to build best in class, reliable and high performing solar projects in the Carolinas. We believe the addition of these three suppliers will provide opportunity for more competitive, least cost, and high quality projects to support the objectives of the 2022 procurement and broader Carbon Plan.
Answer: Based on Duke Energy’s market intelligence and research, Goldi and Emmvee are not acceptable suppliers of modules at this time, and will therefore not be added to the Approved Vendor List (“AVL”). Adani may be an acceptable supplier of modules provided that the MP agrees to complete, at their expense, a pre-production factory audit, inline production monitoring, and a pre-shipment inspection (including visual inspection, Electroluminescent “EL” test, and IV curve test of a random sample) for the specific modules that will be supplied to the project. Acceptable audit suppliers to Duke Energy are CEA (Clean Energy Associates) and PI Berlin. Duke Energy notes that only Utility Ownership Track proposals must use equipment on the AVL.
GEN 00010 Published On: 06/20/2022
Question: Can you please provide payment details (account info, W9, point of contact) for the $10k proposal fee?
Answer: To submit a proposal in the 2022 SP RFP process and view the Proposal Fee payment instructions, please request access to the Bid Submission Portal by submitting a non-binding Notice of Intent to Respond form. This form is available at https://www.duke2022solarrfpcarolinas.com/RFP-Documents. Alternatively, you may submit an email requesting access to the Bid Submission Portal by emailing the RFP Manager at Duke2022SolarRFPCarolinas@crai.com.
GEN 00011 Published On: 06/22/2022
Question: How does the "Interconnection Request Deposit" described in 1.5.1.2 of the NC Procedures differ from the "initial security" described in the third paragraph of 4.4.1? Is this "initial security" the same thing as the "Interconnection Request Deposit" or in addition to it?
GEN 00012 Published On: 06/23/2022
Question: The RFP under Proposal Size Flexibility header states that MPs will be permitted to identify the minimum size of the Facility (up to a 10% maximum reduction) that the MP is willing to provide at the same $/MWh price for Part A of the PPA bid (as defined in Section V.A of this RFP) or the same $/MWAC price for a Utility Ownership Track bid. Does it not constitute a major modification to the IX application procedure if such an occurrence occurs?
Answer: No, the North Carolina and South Carolina interconnection procedures do allow for reductions in MW output of up to 10%. Please see the applicable Interconnection Procedures for more details: NCIP section 1.6.1, SCIP section 1.4 and definition of Material Modification in the glossary of terms, or the FERC LGIP Section 5.4 in the OATT for DEC and DEP.
GEN 00013 Published On: 06/23/2022
Question: As a point of clarification, the 2022P docs state that for PPAs the projects must be submitted as state jurisdictional but for projects that would be submitted for Duke ownership in the various paths, it needs to be FERC jurisdictional. Is this accurate, and if so would we need to submit two totally separate apps with payment for both per the DISIS Readiness Cost Responsibility Matrix?
Answer: If a Proposal is bidding in the PPA Track of the 2022 Solar Procurement, it should submit one state jurisdictional interconnection request and be 20MW to 80MW in size. If a Proposal is bidding more than one way into the 2022 Solar RFP (PPA Track and Utility Ownership Track) it should similarly submit one state jurisdictional interconnection request and also adhere to the PPA Track requirements, including size (20MW to 80MW). Only Utility Ownership Track proposals greater than 80 MW in size should submit a FERC jurisdictional interconnection request.
GEN 00014 Published On: 06/27/2022
Question: In case, if we don’t win the bid, and still want to retain our position in the IX process with the submission of an unsolicited bid, how can we do that?
Answer: To participate in the 2022 SP RFP, a facility must have submitted a valid interconnection request during the 2022 Definitive Interconnection System Impact Study (“DISIS”) enrollment window [01/01/2022 – 06/29/2022] or, alternatively, have a fully executed Interconnection Agreement with DEC or DEP prior to 6/6/2022 and not be in default under such Interconnection Agreement but not also having executed a PPA. A facility who bids into the 2022 SP RFP and has submitted a valid interconnection request in the 2022 DISIS who is not selected as a 2022 SP RFP bid winner will be notified in time to instead pursue interconnection through participation in the 2022 DISIS process. Non-winners will specifically be notified prior to the close of the 2022 DISIS Customer Engagement Window, and may pursue interconnection by meeting the DISIS readiness requirements and otherwise adhering to the 2022 DISIS process. See NCIP section 4.4.2 and SCGIP section 5.3.2.
From the NCIP section 4.4.2:
Where a Competitive Resource Solicitation is administered as part of an annual Definitive Interconnection System Impact Study Cluster, an Interconnection Customer that is rejected in the Competitive Resource Solicitation may elect to continue to be studied as part of the Definitive Interconnection System Impact Study Cluster by continuing to demonstrate readiness or providing Financial Security, as required in Section 4.4.10 or 4.4.11. In contrast, where a Generating Facility is rejected in a Resource Solicitation Cluster Process administered separately from a Definitive Interconnection System Impact Study Cluster, the Generating Facility shall lose the Queue Position it held as part of the Competitive Resource Solicitation. If a Generating Facility is selected at the conclusion of the Competitive Resource Solicitation, the Generating Facility may no longer maintain more than one Queue Position.
From the SCIP section 5.3.2:
Where a Competitive Resource Solicitation is administered as part of an annual Definitive Interconnection System Impact Study Cluster, an Interconnection Customer that is rejected in the Competitive Resource Solicitation may elect to continue to be studied as part of the Definitive Interconnection System Impact Study Cluster by continuing to demonstrate readiness or providing Financial Security, as required in Section 5.3.10 or 5.3.11. In contrast, where a Generating Facility is rejected in a Resource Solicitation Cluster Process administered separately from a Definitive Interconnection System Impact Study Cluster, the Generating Facility shall lose the Queue Position it held as part of the Competitive Resource Solicitation. If a Generating Facility is selected at the conclusion of the Competitive Resource Solicitation, the Generating Facility may no longer maintain more than one Queue Position.
GEN 00015 (revised 06/28/2022) Published On: 06/28/2022
Question: What is the process to submit a proposal in this RFP?
Answer: To submit a proposal in the 2022 SP RFP process, please request access to the Bid Submission Portal by submitting a non-binding Notice of Intent to Respond form. This form is available at https://www.duke2022solarrfpcarolinas.com/RFP-Documents. Alternatively, you may request access to the Bid Submission Portal by emailing the RFP Manager at Duke2022SolarRFPCarolinas@crai.com.
Proposals must be submitted through your Bid Submission Portal account by uploading a completed Bid Input Form for each proposal as well as the required supporting documents. The PPA and UOT Bid Input Forms are available in your Bid Submission Portal account and at https://www.duke2022solarrfpcarolinas.com/RFP-Documents.
GEN 00016 Published On: 06/29/2022
Question: For the line item on the bid form that reads: "Upload a Google Earth KMZ File of Project Boundary"... do you want project boundary lines or lease areas too?
Answer: If there is a difference between the project boundary lines and the lease areas, please indicate on the KMZ file or provide separate files. The proposed POI location should also be included in the KMZ file.
GEN 00017 Published On: 06/29/2022
Question: As per the DISIS Process, an application fee of $5,000 is required along with the study deposit that is tied with the AC project capacity as mentioned below - $50,000 plus one dollar per kWac for requests >= 50 MW<80 MW However, while filling the DISIS IX application form, we are getting this message that the payment amount for this application is $1,250,000 which does not include the application fee amount of $5,000. Could you please let us know, is this the final amount to be paid or there is any additional amount ? Also, please share the mode of payment accepted and payment instructions along with the Wire/ bank details.
Answer: This response assumes a FERC jurisdictional project because the question references the $5,000 application fee. For a FERC project, please reference Section 4.1.2 of the LGIP. Payments for the Interconnection Request are accepted through the Interconnection Portal (via Speedpay). Per the LGIP, an Interconnection Customer would need to submit the following:
So, for the June 29th deadline, the Customer would need to provide $130,000 total for a 75MW project.
For Interconnection payments the Interconnection Portal (via Speedpay) is the preferred method of payment. For the $10,000 RFP Proposal fee, CRA can provide wiring details based on the service territory of the Proposal.
GEN 00018 Published On: 06/29/2022
Question: Will Duke accept redlines or modifications to the NDA provided with the RFP?
Answer: Duke Energy declines to adopt proposed changes to the NDA; the NDA contains commercially reasonable, standard contract provisions that are applicable to all Market Participants and used by the Companies in similar transactions. Duke Energy is committed to treating confidential Market Participants appropriately and in accordance with the NDA.
GEN 00019 Published On: 06/29/2022
Question: Row 220 of the bid form asks if the design and layout provide for energy storage to be added. Our understanding was that storage was not permitted in this RFP, and since the IR and bid form should be consistent, storage was removed from the IR. Will Duke allow storage to be added to the project later without requiring a restudy due to a material modification? Also, will projects with storage be scored better?
Answer: The 2022 SP RFP is limited to solar only projects; projects with storage are not allowed to participate in the 2022 SP RFP.
GEN 00020 Published On: 06/30/2022
Question: PPA sections 1.55 and 1.78 allow the MP to post as security a parent company guaranty in substantially the form set forth in PPA Exhibit 6. Would a corporate guaranty from a Creditworthy parent company also be an acceptable form of Step 2 Proposal Security under RFP section IV.I.1?
Answer: Parent guarantee is not acceptable for Step 2 Proposal Security. Acceptable forms are listed in the 2022 SP RFP - Section IV.I.1 include cash, surety bond or a letter of credit.
GEN 00021 Published On: 07/05/2022
Question: Could you please provide additional information regarding the assignment and cost allocation of multi-breaker switching stations when 200 MW's or more are located on a single line? Specifically, will the MP's be involved in that decision making? Should that cost be considered a Network Upgrade and therefore not factored into pricing? Will each project contributing to the 200+ MW be required to interconnect directly to the switching station? Alternatively, will projects contributing to the 200+ MW but not housing the switching station still be allowed to directly tap the line per the standard process?
Answer: Could you please provide additional information regarding the assignment and cost allocation of multi-breaker switching stations when 200 MW's or more are located on a single line? See discussion below.
Specifically, will the MP's be involved in that decision making? No.
Should that cost be considered a Network Upgrade and therefore not factored into pricing? A multi-breaker switching station (MBSS) is a Network Upgrade.
Will each project contributing to the 200+ MW be required to interconnect directly to the switching station? See discussion below.
Alternatively, will projects contributing to the 200+ MW but not housing the switching station still be allowed to directly tap the line per the standard process? Yes, if the size is less than 100 MW. See discussion below.
DISCUSSION: Projects 100 MW or greater are required to be connected directly to a MBSS, and each of these projects will be assigned 100% of the costs of the MBSS at their location. If multiple generators in a specific cluster are located at a single site where the total generation will exceed 100 MW, the generators in that cluster will share responsibility for the MBSS Network Upgrade by count. For example, a 75 MW request and a 40 MW request at the same site, totaling 115 MW at the site, will each be assigned 50% responsibility for the MBSS Network Upgrade cost. Only generators in the specific cluster will be assigned cost responsibility for new upgrades determined in that cluster study. Prior queued generators will not be assigned costs for new upgrades.
Once the 100 MW threshold has been evaluated and resolved, the 200 MW threshold for a transmission circuit will be evaluated assuming any new MBSS caused by the 100 MW threshold are in place. The 200 MW limit on a circuit includes earlier queued projects that will not be assigned responsibility for new Network Upgrade costs caused by addition of the new cluster projects. Not all projects (including the project(s) driving the MBSS) contributing to the 200 MW limit on a circuit will be interconnected directly to the MBSS. Where to build the MBSS will be determined by Transmission Owner engineering judgement, taking into account the size and location of all generators and loads on the line. All generators on the transmission line and in the specific cluster will share cost responsibility for the MBSS by count, regardless of where the MBSS will be located. Generators not located near the MBSS will be interconnected with a simple tap and will be solely responsible for the NU and IF due to that tap, in addition to their portion of the MBSS.
GEN 00022 Published On: 07/08/2022
Question: We have a few questions that we would like answered in regards to the RFP submittal if applicable: 1. Are we able to select one project into multiple Solar Utility Ownership Categories, or would this require multiple bids? 2. Do certain fields only need to be filled out depending on which Asset Procurement category is chosen? 3. For projects that are bid as both PPA and Utility Ownership, can both options be selected for "shortlisting" following Phase I, or would the project just be considered "shortlisted"?
Answer: One Proposal (which is one interconnection queue number) may only select one of the Utility Ownership Track options; it may select Asset Transfer OR Asset Transfer + EPC OR Build Own Transfer. Fields are marked accordingly if they only pertain to a certain track, and if there is a question as to whether a field is required for a particular track; please submit that question. Projects that are invited to Step 2 of the RFP that have bid both tracks are still eligible to be selected in either track.
GEN 00023 Published On: 07/12/2022
Question: Does Duke intend to take advantage of the federal ITC in a Build Transfer scenario?
Answer: Yes, any ITC benefits for a utility-owned solar project will ultimately flow through to customers, pursuant to the cost-of-service recovery established by HB951. The ITC benefit would be the same whether it is an Asset Transfer only Proposal, Asset Transfer + EPC Proposal, Build-own-transfer Proposal, or self-developed proposal. MP’s are instructed to provide details regarding ITC qualification details in the bid form, i.e. what ITC level will the project qualify for and by what method, etc. Refer to the bid form for specific questions.
GEN 00024 Published On: 07/14/2022
Question: Some projects are early stage and have not had sub pad coordinates confirmed yet. Is this a required input?
Answer: While a bid may be submitted without the corner coordinates completed, this piece of information often slows the interconnection process and it is recommended to establish the corner coordinates early to help smooth interconnection study process as the project proceeds.
GEN 00025 Published On: 07/14/2022
Question: Line item 144 on the Bid Input form tab for Utility Ownership asks to provide the "Corner Coordinates of Interconnection Facilities Pad:" While we could identify and provide values for the substation, they would certainly change over time. We have provided POI coordinates. I am hoping that is enough, otherwise the corner values would be way off by the time for construction. Must we submit?
GEN 00026 Published On: 07/14/2022
Question: What is the difference between nameplate capacity and generating capacity (AC)?
Answer: Nameplate Capacity and Generating Capacity are defined terms under the interconnection procedures.
Under the NCIP, the terms are defined as follows:
Nameplate Capacity - The term “Nameplate Capacity” shall mean the manufacturer’s nameplate rated output capability of the generator. For multi-unit generator facilities, the “Nameplate Capacity” of the facility shall be the sum of the individual manufacturer’s nameplate rated output capabilities of the generators.
Generating Capacity or Maximum Generating Capacity - The term shall mean the maximum continuous electrical output of the Generating Facility at any time as measured at the Point of Interconnection and the maximum kW delivered to the Utility during any metering period. Requested Maximum Generating Capacity will be specified by the Interconnection Customer in the Interconnection Request and an approved Maximum Generating Capacity will subsequently be included as a limitation in the Interconnection Agreement.
Under the SCGIP’s Glossary of Terms, the terms are defined as follows:
Maximum Physical Export Capability Requested – The term shall mean the maximum continuous electrical output of the Generating Facility at any time at a power factor of approximately unity as measured at the Point of Interconnection and the maximum kW delivered to the Utility during any metering period.
Nameplate Capacity – The term “Nameplate Capacity” shall mean the manufacturer’s nameplate rated output capability of the generator, based on alternating current (AC). For multi-unit generator facilities, the “Nameplate Capacity” of the facility shall be the sum of the individual manufacturer’s nameplate rated output capabilities of the generators. For inverter-based Generating Facilities, the maximum rated capacity or “Nameplate Capacity” shall be the sum of the inverters maximum rated capacity AC in megawatts.
The FERC LGIP only defines Generating Facility Capacity:
Generating Facility Capacity shall mean the net capacity, in kW or MW, as applicable, of the Generating Facility and the aggregate net capacity of the Generating Facility where it includes multiple energy production devices.
GEN 00027 Published On: 07/20/2022
Question: Some of Duke's prior issued IAs have offered the Customer the option to elect to pay a Monthly Charge (based on some percentage multiplier applied to the Interconnection Costs) over the life of the IA rather than paying for the Interconnection Costs upfront or over the period of construction. Will the IAs for both DEC and DEP DISIS projects offer the Customer the ability to elect such a Monthly Charge? This would be helpful for Customers to better manage Interconnection Facilities cost risk under a UOT track bid on the basis of APA without EPC. That is, the Customer could avoid incurring Interconnection Facilities costs on "its watch" (i.e., before Closing) and shift the uncertainty/timing of payment for actual Interconnection Costs to "Duke's watch" (i.e., after Closing).
Answer: In DEP, the contributory and non-contributory payment options are available for state jurisdictional projects. In DEC, an interconnecting customer may request “pre-payment” for state jurisdictional projects. Both Interconnection Agreements (“IAs”) will allow the customer to pay in terms of a monthly charge or up-front.
GEN 00028 Published On: 07/20/2022
Question: For projects that are being bid on a UOT “APA without EPC” basis, how should the uncertainties relating to the amount and timing of interconnection costs versus the timing of APA Closing be handled? The APA contemplates that all project liabilities (including interconnection costs) relating to the period prior to Closing be paid by the Seller and all project liabilities (including interconnection costs) relating to the period after Closing be paid by the Buyer. However, the date of Closing is not known in advance, and Closing only occurs when the various conditions to Closing are satisfied. We think the RFP’s intent is for the Seller to include in the APA Purchase Price that the Seller proposes to Duke the totality of interconnection costs it incurs prior to Closing, yet at the time the proposal is submitted there is no way for the Seller to know with any certainty how much those pre-Closing interconnection costs may be. While there are payment milestones at dates certain under existing IAs for some projects or IAs to be executed for projects in DISIS, the Seller can't know in advance which of the payment milestones will occur before Closing and which of the payment milestones will occur after Closing (i.e., because the Closing date is unknown and dependent on the satisfaction of Duke's conditions precedent to Close). Moreover, even if the Seller could know when the IA payment milestones occur vis-a-vis the Closing Date, the Seller is responsible under the IA and APA for the actual interconnection costs incurred by Duke in constructing the interconnection and upgrades as/when they occur regardless of the milestone payments under the IA. The actual cost may vary from the estimated costs and sum of milestone payments under the IA, because of inflation and the passage of time since the execution of the IA, and the actual costs may not be known until sometime after Closing because of lags in Duke's tracking and billing for actual costs. Considering these uncertainties, how would Duke suggest that the Seller estimate its pre-Closing interconnection and upgrades costs for the purposes of determining the APA Purchase Price? Would Duke be open to a post-Closing true-up process to ensure that the APA Purchase Price is adjusted to reflect the actual interconnection and upgrade costs incurred by the Seller relating to the pre-Closing period versus the estimated interconnection and upgrade costs the Seller assumed when developing the original APA Purchase Price it initially proposed to Duke?
Answer: Please refer to the provided form LOI/Term Sheet, which establishes that Seller is responsible for all interconnection costs including study costs and costs of executing and maintaining the Interconnection Agreement (“IA”) until the agreement is assigned to Buyer at Closing. APA closing will be conditioned on meeting the closing conditions, standard for selling a fully developed project. After the agreement has been assigned to Buyer, Buyer shall work directly with the Transmission Provider to cause the release or cancellation of security previously provided by Seller under the original interconnection agreement.
GEN 00029 Published On: 07/20/2022
Question: A Project Evaluation Confidentiality Agreement (CA) is posted in the list of RFP documents on the RFP website. Please clarify the purposes of this CA and when it is intended to be executed? We take it that this is the CA that is referenced in the first paragraph of section 4 of the LOI and it will only be applicable for bidders shortlisted for an asset transfer and will be executed by the parties simultaneous with the execution of the LOI. Is that the correct interpretation? If not, the CA would seem to conflict with the confidentiality provisions in section IV of the RFP Plan Document and with the confidentiality provisions in the PPA, both of which provide for disclosure to potential buyers or investors in the project whereas the CA does not.
Answer: The Confidentiality Agreement is intended to be signed and submitted at the time a proposal is submitted to CRA for the 2022 Solar RFP.
GEN 00030 Published On: 07/20/2022
Question: Under the Asset Purchase Agreement, pertaining to an asset transfer structure, the agreement appears to be silent on what occurs if construction does not commence or substantial completion is not achieved. Is there an intent to include a long-stop date concept where if either milestone is not achieved within the time allocated, the buyer would be in default, which default would provide appropriate recovery for the seller. This appears to provide an unlimited timeframe for the buyer and no recourse for the seller if the project does not proceed for any reason. Please advise of Duke's intent in these matters. Thanks.
Answer: The construction commencement and substantial completion payments are not guaranteed in the APA; however, the APA does include certain good faith covenants relating to advancing the project. It is not the intent of DEC/DEP to select an Asset Acquisition project, acquire development rights of such project, and then ultimately not construct such project. In the rare instance this may occur, the Buyer and Seller could contractually resolve the Seller’s concern. For example, the Seller may contract to repurchase the project, among other things.
GEN 00031 Published On: 07/20/2022
Question: For PPA bids, can we provide an 8760 and reports generated by our company's Analytics Solar Resource Analysis team which utilizes a custom version of the National Renewable Energy Laboratory (NREL) System Advisor Model (SAM). This version of SAM has proprietary code changes incorporated by our state-of-the-art Science team. Paired with extensive fleet wide data gathering has led to increased accuracy for solar generation through usage of the SAM software. SAM uses the same underlying POA irradiance model (Perez). We have found that PvSyst has been known to overestimate energy generation within the industry. Reference in RFP: PRODUCTION ESTIMATES MPs shall include an 8760 hourly production profile for the first year of operation as part of their Proposal. The required production profile shall be generated in PVSyst. Production profiles should be based on energy delivered at the POI and taking into account all transformation losses to the POI, including final generation step-up transformer (GSU) transformation (see Appendix I). For example, transmission interconnected projects should include any transformational losses incurred through the GSU to the high-side of the interconnect. For transmission-connected Facilities, utility power factor requirements should also be included in determination of energy delivered to the POI . The production profile provided with the Proposal should not be adjusted for Daylight Savings Time.
Answer: Although Duke Energy prefers the use of the PvSyst model to predict the 8760 solar generation profile for the first year of production, the use of other industry standard PV modeling software is acceptable to produce annual PV generation profiles for PPA Track Proposals. The National Renewable Energy Laboratory (NREL) is a recognized expert in the PV field along with their SAM model.
Duke Energy will review all proposed PV hourly modeling and may reject any proposal that does not conform to expected normal PV hourly profiles or reasonable annual capacity factors that are currently available with current PV technology today. Additionally, PPA contracts may contain solar generation performance metrics to also ensure that bid proposals will align with actual operational solar performance.
GEN 00032 Published On: 07/21/2022
Question: Can you provide the expected security requirement amount for BTAs?
Answer: Article 9 of the BTA contemplates a letter of credit or guaranty, and the amount of said security will be negotiated between the Bid Winner and the Company.
GEN 00033 Published On: 09/01/2022
Question: With the passage of the Inflation Reduction Act occurring after the bid window closed, will Bidders be given the opportunity to amend their initial bid prior to the completion of Step 1? Or will only projects invited to Step 2 be asked to adjust their bid during the bid refresh period to account for the new legislation?
Answer: Only projects invited to Step 2 will be asked to adjust their bid during the bid refresh period to account for the new legislation.
GEN 00034 (revised 09/13/2022) Published On: 09/13/2022
Question: As originally instructed, market participants were required to identify the ITC assumptions included in their bids, but this was prior to passage of the Inflation Reduction Act ("IRA"), which now provides a broad spectrum of ITC options that will be utilized differently by individual projects. For example, a given project may be able to take the ITC at 6%, 30%, 40%, or 50%. Additionally, solar is now eligible to utilize the PTC as well. As a consequence of these significant changes in federal law, it now appears that ranking bids for shortlisting prior to any bid refresh will necessarily produce unreliable results (e.g., prior to any bid refresh, a project that can only take the 30% ITC option may rank higher than a project that can take the 50% ITC option, but that ranking could change in favor of the project that can take the 50% ITC upon a bid refresh). Waiting until the April bid refresh date will not address this problem for purposes of ranking projects for shortlisting.
Therefore, [BIDDER NAME] requests that:
Answer: The 2022 Solar Procurement Program (“2022 SP”) RFP explains at page 16 that market participants will not be permitted to change pricing after the bid submission closes on July 22, 2022, unless they are invited to Step 2 and reduce their price in the bid refresh. Consistent with the issued RFP process rules, CRA and Duke Energy do not intend to allow for an additional bid price refresh, nor do they intend to change the timeline for the price refresh mechanism included in the 2022 SP. All process participants had equal access to information at the bid submission deadline and, as a result, the process rules do not provide any individual bidder a material advantage in the process. CRA needs to balance the potential benefits of an unscheduled refresh with ensuring fairness for process participants.
In accordance with the terms of the RFP, Projects that are shortlisted to Step 2 will have an opportunity to reprice at that time. CRA will review the extent to which additional shortlisting is necessary to maintain competitive pressure and to ensure projects that may significantly reduce price in response to the new tax incentives have that opportunity. Duke Energy has also advised CRA that the Companies are planning additional future solar procurements through which market participants can reassess their bidding strategies in those future procurements given the new tax incentives.
GEN 00035 Published On: 11/07/2022
Question: Will Duke provide a list of surety companies that have historically issued surety bonds?
Answer: The Company does not maintain a specific list of acceptable surety providers; however, the Company prefers to receive bonds from US issuers rated A-, VII or better by AM Best.
GEN 00036 Published On: 11/14/2022
Question: Can a Proposal that is selected as an Early Winner choose to decline the early win and continue to Step 2 evaluation instead?
Answer: Yes, a Proposal selected as an Early Winner may elect to instead continue to a Step 2 evaluation so long as: (1) the Proposal adheres to the same Proposal Security requirements as other Proposals invited to Step 2; and (2) the Proposal notifies the IE and the Companies of this choice at the time Proposal Security is posted. Note, however, that it is possible that the Proposal may not ultimately be selected as a final winner after the Step 2 evaluation.
GEN 00037 Published On: 11/22/2022
Question: We are curious how much security is due if we already have an executed IA. Will it be like how a DISIS M1 payment would have been?
Answer: If the Facility had an executed IA and did not submit a DISIS M1 payment, the Step 2 Security amount would equal $20/kW based on the Facility’s IA capacity. For example, a 74.5MW project with an IA would post $1,490,000 as Step 2 Proposal Security.
GEN 00038 Published On: 12/01/2022
Question: Thanks for the notification that our project was not invited to move forward to Step 2. Would it be possible to schedule a discussion to receive feedback? I would like to understand the areas that made the project uncompetitive so we can access how to adjust moving forward.
Answer: The Independent Evaluator is unable to provide feedback on Proposals submitted into the RFP while the RFP is still ongoing. Feedback may be requested after the RFP process has concluded, which is currently scheduled for June 2023.
GEN 00039 Published On: 12/08/2022
Question: Could you please provide clarification around security and projects that have not yet received required permits? To be specific, we intend to post security next week and move our PPA proposal into Phase 2 of the process. If the unforeseen circumstance was to happen and the project was to NOT receive its required permits, would the security be released? I'd also pose this scenario related to Performance Assurance being due within 5 days of PPA execution and permitting risk still being active. How would our performance assurance be treated in terms of it being released under permitting circumstances out of our control? We don't believe permitting to be an issue for the project but more so making sure we understand how security/performance assurance would be treated since that risk is still out there.
Answer: Information on non-economic factors such as permitting can be updated in the bid refresh (on or about April 3, 2023 – date to be confirmed). If evidence is provided to the IE that the Proposal’s permit is denied before that time, the non-economic score would be updated and would significantly reduce the “Development Risk” category score (see Appendix F of the RFP). However, some Proposals will not have final permitting determinations at the time of the bid refresh or at the time of signing the relevant agreement (if they are selected as a winner after Step 2), and being denied a permit later does not absolve the Proposals from their security being drawn on or from contractual damages if the Proposal cannot move forward. Proposal sponsors are responsible for assessing permitting risk for their project and Duke would only release proposal security in the limited circumstances prescribed in Section IV.I.3 of the RFP.
GEN 00040 Published On: 12/12/2022
Question: Could there be an opportunity to adjust BTA bids considering (1) the upgrade timelines of up to 7 years published in the Phase 1 DISIS report that make any EPC cost estimates used in bid pricing irrelevant and (2) the upgrade costs that will have to be carried by the seller during that extended period of time will have to be carried for a much longer time period than expected and are dramatically higher than anyone could have reasonably assumed? It’s unreasonable to ask bidder to carry much larger costs for a much longer period of time than expected (potentially nine years) with no opportunity for adjustment.
Answer: The Proposal Sponsor should review Section VI.D providing for a Step 2 bid refresh, which provides that “Utility Ownership Track bids must refresh their overall price and may not exceed their initial bid price.” The RFP does not provide an opportunity to increase proposal pricing. The Companies anticipate that further clarity on assigned Upgrades and cost to interconnect will be achieved in Phase 2 of DISIS. Per the RFP (Section II.A New Resources), "Duke Energy may decline to acquire a Facility under the Utility Ownership Track or decline to enter into a PPA with any bidder under the Controllable PPA Track if, in the opinion of Duke Energy, System Upgrades required to interconnect the Facility cannot be constructed in time to achieve Commercial Operation by November 30, 2027. ”
GEN 00041 Published On: 12/16/2022
Question: When should we expect to receive information on next steps for Step 2 of the process?
Answer: Further information for Step 2 will be sent in January 2023 regarding the bid refresh.
GEN 00042 Published On: 12/19/2022
Question: Does Duke intend to add any more projects to Step 2 based on securities that weren't posted by initially shortlisted projects?
Answer: As of 12/19/22, Duke does not plan to invite more proposals to Step 2 of the 2022 Solar Procurement.
GEN 00043 Published On: 01/23/2023
Question: If a project submitted into the RFP is awarded at the end of step 2 and it's for a Build Transfer acquisition, is it required that the Duke EPC agreement (provided in the RFP docs) be the governing document between the Utility and the MP? If so, is that document negotiable? Could the MP introduce their own EPC agreement to be the governing document? If the provided Duke EPC Agreement is required, then we know we'll need to flow those requirements down to the EPC Agreement between the MP and the EPC firm who is selected to construct the project.
Answer: Please refer to section 3.5 (Project Contracts and Subcontractors) of Appendix M Form Built Transfer Agreement. 3.5.1.(d).i., pasted below for convenience:
Purchaser shall approve any proposed fixed-price turn-key Contract for the engineering, procurement and construction of the Project if such proposed Contract (x) is substantially in the form of and contains the substantive provisions of the “Engineering, Procurement and Construction Agreement” attached hereto as Exhibit A-1, as determined in its sole discretion, and (y) is consistent with the Scope of Work and the other terms and provisions of this Agreement (it being further acknowledged and agreed that any such Contract which is ultimately approved by Purchaser shall be deemed the “EPC Agreement”);
The Seller is allowed to propose their own EPC Agreement; however, any negotiated points or deviations from the Duke Energy form will be subject to the Company’s review, and approval will be within the Company’s discretion. If the Seller provides an EPC Agreement that conforms in form and substance to the Duke Energy EPC Agreement, and related Specification (included as Exhibit A-1), Duke Energy will approve the EPC Agreement.
GEN 00044 Published On: 01/30/2023
Question: When considering a BTA reprice bid, in the Duke EPC Agreement Exhibit A-1-1 (Scope of Work), it mentions that Owner will provide PV modules and GSU. Also, in the Duke EPC Agreement Exhibit A-2 (Scope of Facilities and Equipment) section 1.2 (Owner Equipment), it states that the Owner shall provide PV modules, Plant Controller, SCADA, and GSU. Our understanding is that all equipment, including these items listed here, needs to be included in our proposal. Can you confirm that this Owner Equipment will not be supplied by Duke and needs to be included in our BTA proposal?
Answer: Confirmed. For BOT bids, the Owner (DEC or DEP) will not be responsible for any equipment.
GEN 00045 Published On: 01/30/2023
Question: When considering a BTA reprice bid, in the Duke EPC Agreement Exhibit A-2 (Scope of Facilities and Equipment) section 3.8.2 (Cabling), it states Contractor will utilize underground DC collection system. Please confirm if above ground CAB system and above ground BLA cabling by Shoals or similar is acceptable?
Answer: Yes, above ground CAB systems are acceptable. The Shoals BLA cabling system is approved, and other vendors/systems may be submitted for review and approval.
GEN 00046 Published On: 02/17/2023
Question: We are potentially considering the Utility Ownership Track for our projects and have seen some mixed messages on whether utility ownership requires us to secure purchase rights for the transmission interconnection facility. Does the Utility need to own the land the switching station/substation is on if they own the project (as opposed to securing the land by stepping into a long-term lease)?
Answer: Transmission land ownership requirements for the Interconnection Facilities is the same for PPA track and UOT track projects. If the interconnection is designed as a tap station, then a lease is acceptable. If the interconnection design is a ring-bus substation, then ownership of the land is recommended to limit delays. Prior to construction, ownership of the land is required.
GEN 00047 Published On: 02/20/2023
Question: Can you please specify what the bidder will be responsible for under the PPA track and BTA track when it comes to Direct Transfer Trip of the facility? Is Duke installing all the required equipment for DTT or does the bidder have to install any equipment to comply with DTT? Who is responsible for the cost of the DTT equipment and installation?
Answer: The Interconnection Customer (PPA track or UOT track) is responsible for cost of the Direct Transfer Trip for the generating facility. Duke will install the required equipment and the Facility study will identify the specific equipment needed.
GEN 00048 Published On: 03/24/2023
Question: To further clarify FAQ - GEN 00047, is there any communication connection between the generating facility’s substation and Duke’s Interconnection Facility? In other words, does the DTT operate Duke’s breaker in their Interconnection Station or does the DTT operate the Interconnection Customer’s breaker in the generating facility’s substation? We are trying to understand if we have to plan to install any equipment in the generating facility’s substation to comply with the DTT requirement, or is the full scope of hardware and control handled by Duke and only operates the Duke Interconnection Station breaker?
Answer: For Interconnections into the Duke Energy Progress, LLC (“DEP”) system: For a standard single breaker interconnection facility in DEP, the DTT equipment is in the DEP-owned facility. A trip signal received by that equipment will trip the DEP-owned breaker. In addition, a control wire is used to send a trip signal to the interconnection customer’s interrupting device. This allows for closing the DEP-owned breaker when the initiating event is resolved and the DTT scheme is “reset”, such that the interconnection customer has the ability to sync to the grid across their open interrupting device when ready to do so. An open device is required to check sync and the sync equipment is on the generation side.
For Interconnections into the Duke Energy Carolinas, LLC (“DEC”) system: In DEC, the DTT protection scheme is setup similarly to what is described in DEP for single breaker tap interconnections. Instead of a control wire, however, a SEL-2506 is used to communicate statuses over fiber to the interconnection customer’s substation. Typically, the interconnection customer will trip their circuit breaker when they get the indication that the DEC circuit breaker has opened. DEC measures voltage on both sides of the DEC circuit breaker and will only issue a Close command when healthy voltage is detected on the DEC Transmission side and no voltage is present on the customer/generator side. The interconnection customer is responsible for installing equipment to sync to the DEC Transmission grid when they are ready to close their breaker.
GEN 00049 Published On: 03/31/2023
Question: Because BTA pricing was submitted prior to passage of IRA, Duke as a regulated utility, can now uniquely benefit from the available credits and transferability option. Would Duke consider allowing increased pricing for BTA projects if the overall value to Duke and the ratepayers remains the same or is improved?
Answer: UOT bids are not permitted to increase their bid cost to construct the project. For Step 1 and Step 2 evaluations, all UOT bids are evaluated assuming all projects would utilize the PTC (meeting the requirements for prevailing wage and apprentice).
GEN 00050 Published On: 03/31/2023
Question: In the BOT option, is Duke managing any aspect of the ITC, i.e. Seller does not need to bring tax equity? Also, in the bid ranking process, are the Duke projects assuming wage and apprenticeship, domestic content or energy community adders? i.e 30/40/50%?
Answer: For BOT bids, the bidder and DEC/DEP will have to coordinate closely on the IRA tax credit qualifications. DEC/DEP will own the facility and therefore will be utilizing the tax credits. The bidder of a BOT bid does not have to bring any tax equity. For bid evaluation purposes, all Utility Ownership Track bids are assumed to use the PTC with prevailing wage and apprentice requirements being met. As a result, this will require close coordination with the BOT bidder (Seller), as the Seller will be constructing the facility and the party complying with those provisions to ensure the project does qualify for the tax credits at its completion. If a BOT bidder has secured further IRA bonus credits, such as energy communities or domestic content, they should provide such update in the bid refresh form, which is due by noon on Monday, April 3, 2023.
GEN 00051 Published On: 03/31/2023
Question: Please see below clarifications for this RFP: (a) For both the BTA or PPA approach, are we required to include the civil engineering/design, civil permitting, SWPPP, clearing, grading, and installation of erosion control, and installation of access roads for their Utility Switch Station? (b) For both the BTA or PPA approach, is Nighttime VAR Support required from the inverters (when PV is not producing b/c sun is not up, is VAR support required)? This is extra cost and need to understand if it is required by Duke for both bid types. (c) When is the EPI test performed on BTA bids (as described in the Duke specifications), and is the bidder responsible for this test or is this a test Duke will be performing after Duke has closed on the purchase of the project?
Answer: Response (a): Yes, the requirements are the same for a PPA and BTA proposal; in both cases the bidder is constructing the project and DEC/DEP transmission standards and requirements for interconnection facilities and access road apply equally to both bid types.
Market Participants should refer to the IBR guidance documents posted to the Companies’ OATI OASIS sites. An email to all solar projects in the DISIS 2022 cluster was sent on 3/30/2023 that included links to the IBR documents posted to the Companies’ OATI OASIS sites. The requirements were also communicated in the most recent TSRG meeting.
Response (b): Yes, nighttime VAR support capability is required for projects signing interconnection agreements 3/2023 and beyond.
Response (c): The acronym “EPI” is not a defined term in the form Build Transfer Agreement; please refer to the form Build Transfer Agreement, section 6.7, which addresses the Capacity Test. Following your review of the form Build Transfer Agreement, if you still have questions, please feel free to submit a follow up question as the Companies need more information to respond to this question.
GEN 00052 Published On: 04/05/2023
Question: Will Duke allow bidders to increase price in order to meet any of the tax credit applicability requirements?
Answer: Please refer to FAQ GEN 00049 posted at https://www.duke2022solarrfpcarolinas.com/FAQ. UOT bids are not permitted to increase their bid cost to construct the project, and neither are PPA Track bids.
GEN 00053 Published On: 04/25/2023
Question: Are bonds on the Duke approved form allowable for the Pre-COD performance assurance? Or just cash or LoC?
Answer: Bonds are not acceptable for pre-COD performance assurance, only cash, a letter of credit or parent company guaranty that meets the requirements specified in the PPA.
GEN 00054 Published On: 04/28/2023
Question: What financial information does Duke need to determine credit worthiness in "Buyer's reasonable discretion" for a parent guaranty? "1.29. “Creditworthy” or “Creditworthiness” - means (i) a Person with an investment grade Credit Rating from two (2) of the three (3) Rating Agencies such that its senior unsecured debt (or issuer rating if such Person has no senior unsecured debt rating) is rated at least (A) BBB- by S&P, if rated by S&P, (B) Baa3 by Moody’s, if rated by Moody’s, and (C) BBB- by Fitch, if rated by Fitch, respectively, or (ii) has satisfactory and verifiable creditworthiness determined in Buyer’s reasonable discretion."
Answer: Duke Energy requires counterparties to provide at least two years of audited financial statements complete with accompanying notes in order to evaluate creditworthiness. Duke Energy’s credit department reviews the counterparty’s financials using a methodology similar to the one used by Moody’s in order to provide an internal credit rating that closely aligns with the ratings scales used by S&P, Moody’s, and Fitch.
GEN 00055 Published On: 04/28/2023
Question: Related to FAQ GEN 00053: When calculating the bond amount for Pre-COD performance assurance, should we consider the amount of uncompensated curtailment, i.e. after calculating the total contract revenue, should we further reduce by 5% or 10% depending on the territory?
Answer: The pre-COD performance assurance amount should be based on the expected output of the generating facility without accounting for any potential curtailment. Per FAQ GEN 00053, bonds are not acceptable for pre-COD performance assurance.
GEN 00056 Published On: 05/23/2023
Question: Are awards based on the base case number or the low adjustment?
Answer: The weighted average cost of the portfolio of 1200 MW of winners was not at least 10% higher or lower than the Solar Reference Cost as described in Section II of the RFP, therefore the volume adjustment mechanism was not triggered and the target volume of 1200 MW stayed the same.
GEN 00057 (revised 06/09/2023) Published On: 06/09/2023
Question: If a 2022 RFP participant is not selected in the RFP, when does the project need to be withdrawn from 2022 DISIS to avoid withdrawal penalties? We intend to stay in DISIS until the close of the 30 day contracting period in the event our project is invited to contract. Does the 30 day window align with the first paragraph above?
Answer: By 6/20/23, each State jurisdictional Interconnection Customer shall notify DEC/DEP in writing whether it intends to proceed to the Facilities Study, where failure to provide the required notice shall result in the Interconnection Request being deemed withdrawn from the Queue and the Interconnection Customer being subject to a Withdrawal Penalty. By 6/20/23, each FERC jurisdictional Interconnection Customer shall provide Readiness Milestone 3 (M3) if it intends to proceed to the Facilities Study, where failure to provide the required readiness demonstration shall result in the Interconnection Request being deemed withdrawn from the Queue and the Interconnection Customer being subject to a Withdrawal Penalty. The 30 day RFP contracting window closes June 19 so there is a limited window of time for the Companies to consider back up proposals if determined to be necessary.
GEN 00058 Published On: 06/13/2023
Question: Bidder is controllable PPA track winner and the Phase 2 DISIS study report identified that the Interconnection Customer’s generating facility contributes to a substantial upgrade with a 50+ month lead time to interconnect the facility. Bidder’s proposal was selected to include its Part B bid, requiring Bidder to fund assigned Upgrades at the Interconnection Agreement phase while PPA revenues will not commence until commercial operation and delivery of energy under the PPA. Does Duke recognize this as an issue / challenge? Is Duke considering any potential solutions?
Answer: Duke Energy recognizes the challenge created by this timing mismatch between funding of System Upgrades required at time of Interconnection Agreement and the fact that some Upgrades identified in the DISIS Cluster Phase 2 study have very long lead times exceeding 50+ months that may significantly exceed the target online dates for RFP projects. Currently there is no approved provisional service option under the NC Interconnection Procedures or SC Generator Interconnection Procedures to facilitate interconnection service ahead of constructing the assigned and required Upgrades. However, there is a provisional interconnection service option in the FERC LGIA that may provide a precedent approach for Duke Energy and Interconnection Customers that meet their obligation to fund assigned Upgrades after Facilities Study to seek waivers and/or amendment of the applicable interconnection agreement to provide an earlier path to interconnect ahead of certain long-lead time Upgrades that may be primarily assigned to other FERC-jurisdictional generators in the Cluster. If such long-lead time upgrades remain at the conclusion of the definitely-concluded DISIS (where no further restudies are required), Duke Energy plans to evaluate solutions in parallel with Facilities Study. Potential solutions under consideration include establishing a supplemental provisional service study process and seeking needed regulatory approvals to facilitate faster provisional service-type interconnections to enable RFP winners to interconnect ahead of certain major Upgrades being constructed and placed into service.
GEN 00059 Published On: 06/13/2023
Question: Is Duke anticipating that it will need to conduct a Phase 3 study in the 2022 DISIS? Earlier in the process Duke had indicated that they expected to have to, but there have not been any announcements on this since the Phase II report came out.
Answer: The determination of whether a Phase 3 study is required has not yet been made for DEC or DEP, and will be based on how many projects withdraw by June 20, the end of the customer engagement window. To date, we have not received many notifications of withdrawal so cannot determine if Phase 3 is required or not. Once we have final decisions about withdrawal, some preliminary review may be required to determine if restudy is needed. If all RFP non-winner Interconnection Customers elect to exit the DISIS, it is likely a Phase 3 restudy will be needed at least in DEP, but at this time we do not know how many Interconnection Customers will drop and how many may choose to proceed and pursue another commercial readiness path.
GEN 00060 Published On: 06/15/2023
Question: As a follow-up question [to FAQ GEN 00058], will Duke consider delaying PPA security for projects with upgrades noted as 50+ weeks until Duke determines the available solution or completes the next phase of DISIS?
Answer: No, Duke Energy will not delay PPA security.
GEN 00061 Published On: 06/15/2023
Question: How was Duke considering the relation between timing of NU and ‘26/’27 in-service goal? In reviewing the DEC Phase II IX study, there are some network upgrades that look like they’ll take 5 years or more in the DEC territory that obviously will prevent projects from coming online in the target year(s).
Answer: Please see the response to GEN 00058.
GEN 00062 Published On: 06/21/2023
Question: While we weren’t formally notified of an on deck position, I wanted to know if you could say whether the full DEC allocation was met or whether there would be additional notifications to fill out awards that weren’t executed.
Answer: No further offers are being extended to 2022 Solar Procurement participants.
GEN 00063 Published On: 07/13/2023
Question: Can Duke provide information on how it applied RZEP upgrades across bids for the purpose of determining whether projects would have qualified for allocation under the CPRE tranche?
Answer: For purposes of the 22 SP evaluation, RZEP upgrades that were listed as contingent facilities in the 2022 DISIS Phase 2 report (with the cost responsibility NOT going to the generators) were assumed to be like any other network upgrade for cost purposes and such costs were allocated across the generators in 2022 DISIS that specifically utilized the RZEP upgrade. The cost allocation followed the same process as any other network upgrade cost allocation, and so the amount of total network upgrades used for the RFP evaluation included an allocated portion of the RZEP upgrades. The shadow cost allocation mechanism designed for the 2023 RFP, however, is different and considers how many MW of impact each generator has on each RZEP upgrade in relation to how many MW the upgrade enables overall (and not just in that one cluster).
DOC 00001 Published On: 06/22/2022
Question: Can you please clarify what is being requested in line 106 of the PPA bid form which states 'Provide Landowner(s) Consent and Status'?
Answer: NC or SC state PPA Track proposals should reference their Site Control Verification form required under the NC & SC interconnection procedures to ‘Provide Landowner(s) Consent and Status’ in response to line 106 of the PPA bid form. For NC-sited PPA Track proposals, please see NCIP Sections 1.5 and 1.7 detailing the NC Interconnection Request and Site Control requirements, as well as NCIP Attachment 2, which attachment contains the Interconnection Request Application Form that includes the Site Control Verification document. For SC-sited PPA Track proposals, please see SCGIP Sections 1.3 and 1.5 detailing the SC Interconnection Request and Site Control requirements, as well as SCGIP Attachment 4, which attachment is the Sample Site Control Verification Form.
DOC 00002 Published On: 06/23/2022
Question: We have the following queries about the 22_SP_RFP_Appendix_I_PVsyst_Instructions_Clean_6-9-22.pdf document available at https://www.duke2022solarrfpcarolinas.com/RFP-Documents: (i) The table “Project Model Configuration Assumptions(PVsyst)” provided in the document specifies "Duke Supplied SolCast TMY, 1km or 10 km tile size, GHI and Ambient temperature only” under the Project>Meteo File tab. Is this supplied by Duke or it is the bidder’s responsibility to purchase? If it is supplied by Duke, how do we get this file as per our site location? (ii) For the Albedo, 0.2 is given in the document. Can we use the SolarGIS Albedo values in the model? If yes, how can we get this approved by Duke? (iii) What is the procedure to have the .PAN of Module and .OND file of Inverter approved by Duke? (iv) DC Circuit loss is shown fixed at 1.5%, can we consider it as per design? It may vary from 1.3% to 1.8%, is this acceptable? (v) AC Loss fraction MV/HV is shown 0% in the document. Can we consider it as per our design? (vi) LID loss mentioned for crystalline module is 2.5%. Can it be considered as per Module manufacturer datasheet? (vii) Yearly soiling loss factor shown in the document is 0%. Can we consider it as per Specific site location, surrounding condition and Module cleaning cycle? (viii) For P50-P90 Estimation, “leave default values” shown. Can we model it based on the TMY data uncertainty, Modelling uncertainty and loss assumption uncertainty?
Answer: Please find the following responses to your questions, please note that the PV Instruction guidelines only apply to Utility Ownership Track proposals:
DOC 00003 Published On: 06/23/2022
Question: Can you please upload the SolCast TMY data as specified in the Meteo File section of the new PVSyst instructions?
Answer: Bidders are expected to provide the source irradiance files associated with their PVSyst modeling. Please see the PVSyst instructional guidance document for more information. Duke also notes that it prefers SolCast, but will accept other PVSyst modelling.
DOC 00004 Published On: 07/05/2022
Question: We were wondering if we should review and provide a Redline of the pro-forma PPA with our bid submission? If not, will the PPA be open to negotiations once the competitive tier has been selected?
Answer: No, the pro-forma PPA has been approved by the North Carolina Utilities Commission and is not open to negotiations.
DOC 00005 Published On: 07/08/2022
Question: The response sheet provided asks for specific manufacturers and models of Modules, Inverters and Racking Systems. Are we allowed to change these items out in the future?
Answer: Yes, updates to equipment are permitted under the applicable interconnection procedures.
For NC state jurisdictional interconnection requests, please reference NCIP section 1.6.2.2.2, which allows for “[a] change or replacement of generating equipment such as generator(s), inverter(s), solar panel(s), transformers, relaying controls, etc. that is a like-kind substitution in size, ratings, impedances, efficiencies or capabilities of the equipment specified in the original or preceding Interconnection Request…”
For SC state jurisdictional interconnection requests, please reference the definition of Material Modification included in the SCGIP Glossary of Terms. That definition explains that “[t]he following are not indicia of a Material Modification: · A change in ownership of a Generating Facility; the new owner, however, will be required to execute a new Interconnection Agreement and study agreement(s) for any study which has not been completed and the report issued by the Utility. · A change or replacement of generating equipment such as generator(s), inverter(s), solar panel(s), transformers, relaying, controls, etc. that is a direct substitution in size, ratings, impedances, efficiencies or capabilities of the equipment specified in the original or preceding Interconnection Request; SC Glossary of Terms 5 · An increase in the DC/AC ratio that does not increase the maximum AC output capability of the generating facility; · A decrease in the DC/AC ratio that does not reduce the AC output capability of the generating facility by more than 10%....”
For FERC jurisdictional interconnection requests, please reference LGIP section 5.4 regarding Modifications. This section states that an “Interconnection Customer shall submit to Transmission Provider, in writing, modifications to any information provided in the Interconnection Request. Interconnection Customer shall retain its Queue Position if the modifications are in accordance with Sections 5.4.1, 5.4.2, 5.4.3, or 5.4.5, or are determined not to be Material Modifications pursuant to Section 5.4.3…”
DOC 00006 Published On: 07/14/2022
Question: Are pollinators part of the evaluation criteria?
Answer: Yes, including pollinator habitats (per Appendix G of the RFP) will increase a Proposal’s score for environmental considerations.
DOC 00007 Published On: 07/14/2022
Question: In the RFP, you provide a link to DEP and DEC Facility Interconnection Requirements. This provided link can be found on page 22 and 23 of the RFP document. The link for DEP works but there seems to be an error with the DEC link (https://www.oasis.oati.com/woa/docs/DUK/DUKdocs/DEC_Generator_Interconnection_Requirements_and_Locational_Guidance_T3_11_2021.pdf). Could you please provide?
Answer: Link to DEC Facilities Connection Requirements: Duke Energy Carolinas Facilities Connection Requirements (oati.com)
To navigate to this page participants can go to OATI OASIS page for Duke Energy Carolinas and open the folder for Generator Interconnection Information and then select the first item in the folder.
DOC 00008 Published On: 07/15/2022
Question: In the pricing information portion of the Solar Utility Ownership tab of the Standard RFP Response Form, Row 244, the APA purchase price includes a “What years $s/Pricing” label. Can Duke please clarify what this label means and the data being requested? Is it designed for the bidder to clarify whether the price is in 2022 dollars?
Answer: Yes, the purpose of this question is to ask the bidder to clarify whether the price is in 2022 dollars or another year.
DOC 00009 Published On: 07/15/2022
Question: Could you please clarify the requested data for Standard RFP Response Form, Solar Utility Ownership tab, Row 152, related to “Needs and Agreements…to construct and operate project and acreage under”?
Answer: You may need to adjust the row height to reveal the full cell text, which is “Provide Documentation with Detailed Description of All Site Control Needs and Agreements, Including but Not Limited to, Due Diligence or Development Term (Length and Price), Construction Term (Length and Price), Operating Term (Length and Price), Extension Rights; Please Include Maps That Clearly Label All Participating Landowners and Limits of Site Control; Please Include all Key Obligations Required of The Tenant/Buyer/Project:”
DOC 00010 Published On: 07/18/2022
Question: According to footnote #4 within the Form APA (page 3), the Investment Tax Credit language will not apply to APA proposals. Given that, can Duke confirm that the ITC % and Safe harboring Strategy (rows 351 and 352 of the Solar Utility Ownership response form) do not need to be filled out for Asset Transfer proposals.
Answer: Asset Transfer proposals should clarify whether they are proposing to ITC qualify the proposed project or not. If Duke will have ITC qualification responsibility, the evaluation/utility ownership team will determine the appropriate ITC qualification year based on the details of the project/transaction and the target in service date. As noted, all projects placed in service after 12/31/25 will qualify for the 10% ITC.
DOC 00011 Published On: 07/20/2022
Question: It seems like Appendix K for Asset Purchase Agreements came with a couple exhibits. What is required of these exhibits? Should be a redline, an issues list, a list of exceptions, or some other type of deliverable? Also beyond the attachment checklist, is there anything else required for APA?
Answer: Selected Asset Transfer proposals and Asset Transfer plus EPC proposals will first execute the LOI/Term Sheet, followed by the full APA. MPs are encouraged to provide any redline to the LOI/Term Sheet with the proposal submittal. The attachment checklist is meant to help MPs ensure the major requirements are included, but there may be additional documents beyond the checklist that the MP would provide for completeness. Submitting your Proposal early can give the IE extra time to review it and make sure there are no required elements missing.
DOC 00012 Published On: 07/21/2022
Question: Can you please confirm the below statement from the Bid Input form? Is there a particular document that we should be referencing? Thanks in advance. *Bidder is Expected to Select a Reasonable "Backfeed to GSU" Based on Provided Transmission Provider's Guidance on Schedule Requirements.
Answer: This comment is simply meant to reiterate that bidders should make reasonable assumptions regarding the transmission provider’s guidance on when backfeed is realistically going to be available, for example, it would be unrealistic to assume backfeed would be available in 2024 for projects participating in 2022 DISIS.
DOC 00013 Published On: 07/21/2022
Question: The RFP document and LOI (included below) state that security posted by the MP to the transmission provider will be released/cancelled while the APA states that all deposits (including Interconnection Deposits) and security will be transferred to the Buyer but says nothing about those amounts being subsequently released back to Seller or cancelled. For the Purchase Price (under an APA) that is input into the RFP spreadsheet, should we include or exclude the expected deposits/security under the Interconnection Agreement? If deposits/security will be released to the Seller, can you confirm whether this includes/excludes the study deposits and M1-4 Security? RFP Document 6/20/2022 B. UTILITY OWNERSHIP PROPOSAL PRICING. All Asset Acquisition Proposal pricing shall be inclusive of all interconnection study costs (but should exclude any accounting true ups for study costs which shall remain with the MP) and costs of executing and maintaining the Interconnection Agreement until the agreement is assigned to DEC/DEP at definitive agreement closing. All Utility Ownership Track Proposals are required to ultimately have a federal jurisdictional interconnection agreement. After assignment of the Interconnection Agreement to DEC/DEP, MP shall have no continuing obligations under the Interconnection Agreement and DEC/DEP shall work directly with the Transmission Provider to cause the release or cancellation of security previously provided by MP under the original Interconnection Agreement. Letter of Intent – Exhibit A-2 5. Interconnection. The Parties intend that the Project will interconnect at the [?] and the Purchase Price is inclusive of all interconnection study costs (but excluding any study deposits) and costs of executing and maintaining the Interconnection Agreement (“IA”) until the agreement is assigned to Buyer at Closing. For projects that submitted and were studied as subject to state jurisdictional interconnection requirements and procedures (“State Jurisdictional”), following the completion of the study process the Seller will execute a State Jurisdictional IA, prior to Closing the Seller will terminate the State Jurisdictional IA and execute an IA subject to federal jurisdictional interconnection requirements and procedures (“FERC Jurisdictional LGIA”), the FERC Jurisdictional LGIA will then be assigned to Buyer at Closing. For projects that submitted and were studied as FERC Jurisdictional, following the completion of the study process the Seller will execute a FERC Jurisdictional LGIA, which will be assigned to Buyer at Closing. After the FERC Jurisdictional LGIA has been assigned to Buyer, Seller shall have no continuing obligations under the FERC Jurisdictional LGIA and Buyer shall work directly with the Transmission Provider to cause the release or cancellation of security previously provided by Seller under the original interconnection agreement. Seller shall also be responsible for resolution of any identified third-party affected system impacts, including any additional required studies, scopes of work and/or upgrades, for such affected, or potentially affected, third-party systems. Asset Purchase Agreement 2.1 Purchase and Sale of Project Assets . (a) Other than the Excluded Assets, on the terms and subject to the conditions of this Agreement, effective as of the Closing, Seller will sell, assign, transfer, convey, and deliver to Buyer, and Buyer will purchase and acquire from Seller, free and clear of any and all Liens, other than Permitted Liens, all of Seller’s right, title and interest in and to all of the assets, properties and rights of every kind and nature, whether real, personal or mixed, tangible or intangible (including goodwill), wherever located and whether now existing or hereafter acquired, which relate to, or are used or held for use in connection with, the Project (collectively, the “Project Assets”), including, without limitation, all of Seller’s right, title and interest in and to the following: (6) all deposits (including the Interconnection Deposits), security, advances, pre-paid expenses, credits, accounts receivable, notes receivable, and other receivables (including any such item relating to the payment of Taxes), relating to the Project, the Project Assets or the Assumed Liabilities, including, without limitation, those listed on Schedule 2.1(a)(vi);
Answer: For the Purchase Price (under an APA) that is input into the RFP spreadsheet, it is the Buyer’s intention that the Purchase Price factors in the Seller’s costs of providing any such deposits/securities under the IA, such as the carrying cost of a cash deposit or a letter of credit, but not the actual security itself that will be released back to Seller. As an example, if the IA required a $1M deposit, the Purchase Price should not include the $1M deposit, because said deposit will be returned to the Seller after closing by the Transmission Provider. Regarding study deposits, the Seller will reconcile their allocated costs with the Transmission Provider directly and any refund or additional payments will be handled directly with the Transmission Provider.
DOC 00014 Published On: 07/21/2022
Question: The RFP asks the bidder to provide an Interconnection Facilities Cost Estimate. To properly respond to this question, I am assuming most bidders will refer to the DEC/DEP Standard Interconnection Cost Estimates document provided in the RFP Documents. In reviewing Figure 1 of that document, the differentiation of cost responsibilities illustrated in red vs green make it unclear who is responsible for the cost of Tap / POI Switching Equipment in DEC. Those costs are listed under "Network Upgrades" which in our understanding, would be the responsibility of the utility provider. However, the depiction in Figure 1 make it look like some of that equipment is colored red (being a project owner responsibility however the vague labels make deciphering the diagram a challenge). For DEC interconnections, assuming a standard tap of 225', who bears the cost of the Tap / POI Switching Equipment? Is the responsbility for that equipment the same for DEP interconnections as well?
Answer: The Standard Interconnection Costs document is meant to provide guidance on estimating cost and was written for a “standard” Inverter Based Resource interconnection, which is a single breaker tap (though of course, some facilities require a different solution). Tap and tap line are two distinct things, and the question may be using the terms interchangeably. The Transmission Provider’s Interconnection Facilities (“TPIF”) consists of the tap line (1.1) and the interconnection station (1.2)—this is shown in red. The tap or POI switching equipment (2) is a Network Upgrade (“NU”)—this is shown in green. The tap line is a TPIF and the bidder’s responsibility. The tap is a NU and the Transmission Provider’s responsibility. Regardless of how long the tap line is, the tap / POI switching equipment is a NU. To respond to this question, the bidder should reference the cost from the table on page 1 in the Standard Interconnection Costs document. For example, the TPIF for a typical DEC 100 kV interconnection has a TPIF cost estimate of $4,100,000.
RFP 00001 Published On: 05/11/2022
Question: The RFP Plan Document Section II(A)(4) indicates that in order to submit a bid, a "Facility must have submitted an interconnection request during the 2022 Definitive Interconnection System Impact Study (“DISIS”) enrollment window [01/01/2022 – 06/29/2022] or, alternatively, have a fully executed Interconnection Agreement with DEC or DEP prior to 8/20/2021 and not be in default under such Interconnection Agreement but not also having executed a PPA." But, what about Facilities that are currently participating in the Transition Cluster process? Are there any scenarios under which projects in the Transition Cluster process could bid into this RFP?
Answer: Projects in the Transitional Cluster may participate in the 2022 SP by exiting the Transitional Cluster and re-entering the 2022 DISIS Cluster study process.
RFP 00002 Published On: 05/11/2022
Question: The RFP Plan Document Section II indicates "Third-party solar developers (“Third-Party MPs”) may submit project proposals (“Proposals”) for consideration in both the Utility Ownership Track and the Controllable PPA Track." Section III then cites that third-party MP Utility Ownership Track Proposals shall be submitted as one of the following: Asset Transfer, Asset Transfer Plus EPC, or BOT. Can an MP submit Utility Ownership Tack Proposals on more than one basis (i.e., for Asset Transfer, Asset Transfer Plus EPC, and BOT)? At the extreme this would allow an MP to bid a Facility on 4 bases: PPA, Asset Transfer, Asset Transfer Plus EPC, and BOT. This would allow Duke to select the most desirable basis in the context of the PPA price or transfer/sale price bid.
Answer: No. For the 2022 SP, an MP submitting a bid for the Utility Ownership Track may only bid one of the three types of Utility Ownership Track Proposals (Asset Transfer OR Asset Transfer Plus EPC OR Built Own Transfer).
RFP 00003 Published On: 05/11/2022
Question: The RFP Plan Document Section V(A) indicates "The costs of transmission/distribution grid improvements and upgrades (“System Upgrade”) should not be incorporated in the MP’s PPA price. System Upgrade costs will be identified in the DISIS cluster process (unless the Proposal has an existing Interconnection Agreement)." Please clarify, if a Facility already has an LGIA or if a Facility is already part of the Transition Cluster, should they also bid a PPA price that excludes the System Upgrade costs so that they can be compared apples to apples with DISIS projects that bid on that basis?
Answer: A Proposal with a Facility that already has an LGIA should include the Facility’s System Upgrade costs in its bid price. Projects requesting interconnection in the Transitional Cluster are not eligible to participate in the 2022 SP and must exit the Transitional Cluster and enter the 2022 DISIS Cluster study process in order to participate in the 2022 SP. As stated in the RFP document at Section II.A.4.: “MPs participating in the 2022 SP having the aforementioned fully executed Interconnection Agreement shall be solely responsible for the cost of any System Upgrades assigned to it under its Interconnection Agreement and shall bid accordingly as participation in 2022 SP will not alter any contractual obligations included in the MP’s executed Interconnection Agreement."
RFP 00004 Published On: 05/11/2022
Question: The RFP Plan Document Section IV(E) first para cites "provided, however, a bidder may disclose Bidder Information to its affiliates’ officers, employees, consultants, attorneys, agents, bankers, accountants, and contracting parties (“Representatives”) as reasonably necessary for such bidder to participate and perform as a bidder in this RFP". Does the language "contracting parties" as used here allow for disclosure to potential buyers of the Facility? It would seem that MPs need the ability to disclose the particulars of their bids to potential buyers of the Facility.
Answer: The Companies are updating the RFP to clarify that MPs may share confidential information with a prospective investor or purchaser where the prospective investor or purchaser agrees not to disclose such confidential information.
RFP 00005 Published On: 05/20/2022
Question: If a project plans to submit an Asset Transfer bid, does the DISIS interconnect request need to reflect only equipment listed in the Approved Vendor list?
Answer: If a bidder submits an Asset Acquisition proposal under the Utility Ownership Track (UOT), then yes, the bidder should use Approved Vendor List (AVL) equipment; otherwise, the bidder will risk having to change their Interconnection Request application at a later date to meet the AVL requirements if they are named a UOT winner.
RFP 00006 Published On: 05/27/2022
Question: In the RFP Plan Document - In section III. B - Controllable PPA Track Proposals the lead in says that "Utility Ownership Track" must also meet all of the following and then lists the requirements for PPA Track Proposals. This looks like an errant copy paste because I don't think it is Duke's intent for Utility Ownership Track projects to be sized under 80 MW or register as QF. Can you please confirm?
Answer: Correct, this is typographical error contained in the draft RFP document that will be corrected in the final RFP document, to be posted next week. Section III.B should instead state: “Proposals in the Controllable PPA Track must also meet all of the following:”
RFP 00007 Published On: 06/07/2022
Question: Could you please specify which exact exhibits (Appendix L - EPC Agreement exhibits) apply to the Build Own Transfer approach? The RFP states design criteria approaches but we see roughly 10 articles under A-1-2. Do all of those docs need to be followed under the BOT? The same question goes for Exhibit A-1-1 Scope of Work. The SOW dictates how the project management should be approached and project execution and these don't seem to apply to a Build Owned Transfer structure. Please advise.
Answer: The Build Transfer Agreement (“BTA”) that will be executed for selected Build Own Transfer (“BOT”) proposals incorporates, as an exhibit, the EPC Agreement between the Seller and its downstream EPC contractor, including all exhibits thereto. The form Build Transfer Agreement contemplates that such EPC Agreement will conform, in form and substance, to the Duke Energy form EPC Agreement provided, inclusive of the exhibits. Duke Energy has the discretion to accept or reject any proposed deviations from its form, including the exhibits, and any project to be acquired, owned and operated by Duke Energy must be constructed to its standards and specifications for it to be accepted. As such, all bidders should presume that all substantive specifications and criteria apply.
RFP 00008 Published On: 06/14/2022
Question: Taken together, the APA sections 7.1 and 7.3 contemplate a Closing Deadline at which all closing conditions must have been met and the transaction will have been closed, or else either party has a right to terminate. But, the Closing Deadline date is blank in the definition of "Closing Deadline" in the APA. How much time does Duke intend to allow between the execution of the APA and the Closing Deadline? Our concern is that unless Duke specifies a Closing Deadline ahead of the Parties execution of the LOI, then the Closing Deadline that Duke later desires in the APA may be a Closing Deadline that is unacceptable to the Seller. If the Seller must then withdraw from the RFP because it cannot accept Duke's desired Closing Deadline, the Seller would be exposed to a call on its RFP Security. Can Duke advise now how much time it will allow between the execution of the APA and the Closing Deadline? Or, alternatively, can the form of LOI be revised to include a Closing Deadline so that there is no uncertainty about what the Closing Deadline will be once the Parties execute the LOI?
Answer: The intent is to negotiate and agree to a fair and reasonable Closing Deadline specific to any selected Asset Acquisition Proposal, recognizing that some proposals may have very few closing conditions, due to the mature nature of a project, whereas other projects may have more closing conditions and thus need additional time to complete such items. A Market Participant can provide a redline to the LOI with their Proposal submittal, including a proposed Closing Deadline, and the parties may negotiate the Closing Deadline in the LOI; otherwise the closing deadline will be determined in the definitive agreement negotiations (APA).
RFP 00009 Published On: 06/14/2022
Question: As you know, on 6/10/22 the NC Utilities Commission issued an order in Dockets E-2, SUB 1297 and E-7, SUB 1268 related to the 2022 solar procurement directing Duke Energy to not include the Red Zone Transmission Expansion Plan (RZEP) projects in the 2022 DISIS baseline. As such, we respectfully request that you confirm the final grid locational guidance for the 2022 solar procurement, for avoidance of doubt among market participants and consistent with the 22P RFP Plan Document (“For purposes of the 22 SP Program RFP, DEC/DEP will provide grid locational guidance on the IE RFP Website indicating known transmission limitations resulting from the amount of existing or proposed renewable energy facilities in a particular area”). Our understanding is that the “DEC/DEP Transmission Constrained Area Map” in Attachment 1 of the “Interconnection Requirements and Locational Guidance” RFP Document represents the final grid locational guidance for reliance by market participants for purposes of the 2022 solar procurement. If this is incorrect, or if the IE or Duke anticipate any further update to this locational guidance prior to the RFP bid deadline, we appreciate clarification at your earliest convenience.
Answer: The posted “Interconnection Requirements and Locational Guidance” represents the current final and known constrained areas as of May, 2022 and should be used by Market Participants for purposes of the 2022 SP Program. While the NCTPC local transmission planning process may establish expansion plans that alleviate some of these constraints, the timing of that approval would likely be after the close of the bid window, and perhaps much later. The NCUC’s Order indicates that those proposed expansion plans should not be assumed to be included for 22 SP RFP purposes.
RFP 00010 Published On: 06/16/2022
Question: The RFP Plan Document Section III(B) states that "Bidders submitting Controllable PPA Track proposals should submit a state-jurisdictional interconnection request". Will Duke accept PPA track bids for projects that are currently queued for FERC interconnection with the understanding that if project is awarded a PPA in the RFP that project will switch to a state-jurisdictional interconnection request?
Answer: If the Proposal is bidding into the PPA Track then pursuant to the RFP, the interconnection request must be state jurisdictional. The only FERC jurisdictional interconnection requests acceptable for the 22 SP are for Proposals that are only bidding in Utility Ownership Track. If a Proposal is bidding in both tracks, it should submit a state jurisdictional interconnection request.
RFP 00011 (revised 08/24/2022) Published On: 06/17/2022
Question: Section 7.1 of the APA lists all of the conditions precedent to the obligations of the Buyer to Close. One of those conditions precedent in 7.1(b) is that the Seller shall have obtained all Permits required for the siting and construction of the project. In the context of an asset transfer without EPC, it would seem that permits relating to construction would/should be the responsibility of Duke and not the Seller. Permits relating to construction such as a building permit, electrical permit, and stormwater permit are typically arranged by the EPC contractor or by the party who holds the relationship with the EPC contractor. In an asset transfer without EPC, all the responsibilities for obtaining such construction-related permits will be within Duke's or its EPC contractor's control so it doesn't seem appropriate for such permits to be a condition precedent to the obligations of the Buyer to close. These types of permits are typically not obtained until just before the shovel goes into the ground. Can Duke please clarify the shorter list of permits that would apply as conditions precedent in an asset transfer without EPC context? Alternatively, If Duke really intends in an asset transfer without EPC context for the Seller to be responsible for obtaining such construction-related permits or for the Seller to simply wait to Close until Duke or its EPC contractor obtains such permits, then it would seem that there should be no Closing Deadline as the Seller will be completely at the mercy of Duke or its EPC contractor to determine the timeline for obtaining such permits. The Seller should not be exposed to a Duke termination right if there is a delay in Duke or its EPC contractor obtaining construction-related permits.
Answer: It is critical that the MP and Duke have a full understanding of all permits or approvals required to develop, construct and operate the proposed solar facility, including which party has the responsibility of obtaining each permit. The list of required permits or approvals will be unique to each proposed project, but generally speaking, the MP (aka the Seller) will be responsible for all development related permits, such as zoning, special permits, conditional use permits, environmental permits or other critical approvals and Duke (the Buyer) will be responsible for the construction permits, such as building, electrical, stormwater permits. MP’s are encouraged to provide a detailed list of ALL permits required to develop, construct and operate the proposed solar facility and include the party responsible for obtaining each permit. The list of required permits and responsibility will be evaluated and memorialized in the LOI for each selected Asset Acquisition Proposal.For the avoidance of doubt, Section 7.1(a) of the APA means the applicable state jurisdictional approval associated with acquisition and/or construction of the subject facility by Duke. For facilities sited within North Carolina, this will be the certificate of public convenience and necessity (CPCN) related to Duke’s construction of the facility, as well as any approval necessary to transfer a CPCN already awarded by the North Carolina Utilities Commission authorizing construction of such project to Duke. For facilities sited in South Carolina, this will be the CPCN related to Duke’s construction of the facility, to the extent the proposed facility’s capacity is greater than seventy-five (75) MW, as well as any approval necessary to transfer a CPCN already awarded by the Public Service Commission of South Carolina authorizing construction of the project to Duke. To ensure prompt regulatory approval and satisfaction of the Section 7.1(a) closing condition, the CPCN application for approval(s) to construct the facility is anticipated be made with the MP and acquiring Duke utility as co-applicants following the execution of the APA for the subject facility in advance of closing.With respect to proposed transactions under the build-transfer structure, the approval necessary to transfer the CPCN awarded by the North Carolina Utilities Commission or Public Service Commission of South Carolina (to the extent applicable) authorizing construction of such project to Duke will also be a condition to closing under Section 8.1.3 of the BTA. To ensure prompt regulatory approval and satisfaction of the Section 8.1.3 closing condition, the application for approval(s) to transfer the CPCN authorizing the construction of the facility is anticipated be made with the MP and acquiring Duke utility as co-applicants following the execution of the BTA for the subject facility in advance of closing.
RFP 00012 Published On: 06/21/2022
Question: Can a project connected to the distribution system be used for the RFP if the project is bigger than 20 MW?
Answer: No. Pursuant to Duke Energy’s Method of Service Guidelines, projects 20 MW or larger must interconnect to the transmission system. The Method of Service Guidelines are posted on Duke Energy’s Generate Your Own Renewables website at method-of-service-guidelines-20171013.pdf (azureedge.net).
Please also see Section III A for Utility Ownership Track proposals or Section III B for Controllable PPA Track proposals in the 2022 Solar Procurement Program RFP, which provide additional requirements for projects participating in the Program.
RFP 00013 (revised 06/23/2022) Published On: 06/23/2022
Question: Given that the RFP process will take about a year from Bid Submission to execution of documents (i.e. PPA or LOI FOR APA), what flexibility does a sponsor have to sell a bid project to another party during the RFP process while keeping the bid asset in play till the end? That is: A) From Bid Submission to Shortlisting, can a sponsor sell a bid project and have the new owner step into the RFP process? B) From Shortlisting to Winning, can a sponsor sell a bid project and have the new owner replace the original sponsor Shortlist Security and continue in the RFP process? C) After Winning and before executing a PPA or LOI for APA as the case may be, can a sponsor sell a bid project and have the new owner replace the original sponsor Shortlist Security and continue in the RFP process? D) If a Winning project with MP as its owner executes a PPA or LOI for APA (or the APA itself), what flexibilities will Duke have to consent to change of control to a reputable IPP or financial sponsor?
Answer: For part A) Yes. Nothing in the RFP prevents the sale of a project during the pendency of the bid process, but such a sale would not release the bidder from its outstanding obligations under the RFP.
For part B) Yes. Project security can be exchanged with conforming substitute security, but Duke will not release the existing project security until it receives acceptable substitute security as determined in its reasonable discretion.
For part C) Upon the execution of a definitive contract between Bidder and Duke, the contract will govern the consent and approvals required for either party to assign or transfer, draft forms of all definitive agreements have been provided and are available on the RFP website.
For part D) See responses to A-C.
RFP 00014 Published On: 06/23/2022
Question: If a project is planning to connect to a POI on a 230kV line, would the project have to submit a FERC jurisdictional interconnection request or could a state jurisdictional request be filed?
Answer: If a Proposal is bidding in the PPA track of the 2022 Solar Procurement, it should submit a state jurisdictional interconnection request. The voltage does not dictate the jurisdiction of the request. However, the size of a project may limit which voltages it is permitted to interconnect to.
For more information regarding interconnection in DEC’s service territory, please follow the link OATI OASIS, then select the folder named Generator Interconnection Information and review the “Duke Energy Carolinas Facility Connection Requirements”.
For more information regarding interconnection in DEP’s service territory, please follow the link OATI OASIS, then select the folder named Generator Interconnection Information and review the “Facility Interconnection Requirements”.
RFP 00015 Published On: 06/29/2022
Question: Thank you for your response to our question (RFP 00008; Published On: 06/14/2022). We apologize for not having been more clear in the way we framed our concern in our original question. To clarify, as we understand it the redlining and negotiation of the LOI would come after Shortlisting and the MP's acceptance of the Step 1 Shortlisting and posting of RFP Step 2 Security. Our concern is that if the MP and Duke cannot then agree on the Closing Deadline in LOI negotiations the only option for the MP will be to withdraw from the RFP which would result in a call on its Security. How can an MP avoid this risk and have certainty that the parties will/do agree on the Closing Deadline before the MP is required to post RFP Step 2 Security? Once Security is posted it would seem all the leverage in negotiation of the LOI and APA shifts in Duke's favor because if the MP fails to agree to whatever Duke proposes all the MP can do is withdraw and face a call on its Security.
Answer: Duke understands there are risks and that MPs are currently facing market uncertainty. However, Duke is committed to negotiating in good faith with MPs to agree upon a reasonable Closing Deadline. MP’s are encouraged to provide their redline edits to the LOI (including proposed Closing Deadline) and definitive agreements with their Proposal submittal, to enable the MP to begin engaging in a dialog with the Duke Utility Ownership team regarding a proposed Closing Deadline specific to the project at hand.
RFP 00016 Published On: 07/13/2022
Question: Thank you for your clarifying response on RFP 00009 above regarding confirmation of grid locational guidance. To confirm, we are proceeding under the assumption that the proposed RZEP projects will not be included in DISIS 1 and that the existing grid locational guidance will not change further for purposes of the 22 SP Program RFP. If Duke intends to pursue further action to attempt to incorporate the RZEP projects into DISIS 1 and change the grid locational guidance, we appreciate the IE notifying market participants as soon as reasonably possible, so that MPs are informed that the locational guidance may be subject to modification.
Answer: The IE will notify market participants as soon as reasonably possible if changes to the grid locational guidance are made.
RFP 00017 Published On: 07/14/2022
Question: If a project is located in the constrained area, will it still be considered in the RFP?
Answer: Yes, Proposals in the constrained area will still be considered in the RFP.
RFP 00018 (revised 10/25/2022) Published On: 10/25/2022
Question: Can you please describe the Step 2 Proposal Security Process?
Answer: Pursuant to Section IV.I.1 of the 2022 RFP, Step 2 Proposal Security can be in the form of (i) cash; (ii) a surety bond; or (iii) a letter of credit (LOC), and must comply with all of the terms set forth in Section IV.I.1. If the MP intends to use cash for Proposal Security, the MP should indicate to the IE by November 15, 2022 that a cash Proposal Security will be provided, such that the Companies can prepare to create invoices for the security. It is recommended that MPs provide draft forms of Proposal Security prior to November 15, 2022 . As required by the RFP, MPs should materially conform to the forms provided in Appendix C and Appendix D (available at https://www.duke2022solarrfpcarolinas.com/RFP-Documents). Please note, any material variance of the Appendices will require advance approval by the Companies.
The Companies will notify the MPs once Step 1 RFP evaluations are completed (on or about November 23, 2022) if they have been invited to formally move into the Step 2 evaluation. At that point, the MP must post the Step 2 Proposal Security within no later than ten (10) business days after the notification date. If an MP does not timely provide the Step 2 Proposal Security, then the Evaluation Team may eliminate the MP’s Proposal from the RFP and identify and invite additional replacement Proposals to be evaluated in Step 2.
The Step 2 Security for successful BOT bids will be released after execution of the definitive agreement (BTA). The amount of the credit support required under the BTA will be specific to the counterparty and project. The Companies will engage the Credit Risk department to determine security amounts for projects that advance into Step 2 if desired.
RFP 00019 Published On: 11/14/2022
Question: If the Step 2 Proposal Security is originally paid with Cash, can it then be replaced with LC or Surety Bond?
Answer: Yes, if the Step 2 Proposal Security is paid in cash, it can later be replaced with another form of acceptable security. Acceptable forms of Step 2 Proposal Security are included in Section I Step 2 Proposal Security 1 of the RFP, which states:
Proposal security in the amount of $20/kW minus the M1 security to enter DISIS Phase 1, (based on the Facility’s interconnection request capacity) must be posted by all Third-Party MPs that are selected to move into Step 2 of the evaluation process (“Step 2 Proposal Security”). This Step 2 Proposal Security can be in the form of (i) cash; (ii) a surety bond; or (iii) a letter of credit (“LOC”), in each case, in a form acceptable to the Companies and issued by an entity that meets the Companies’ issuer requirements and naming DEC or DEP (as applicable) as the sole beneficiary. An issuing bank for the LOC must have a minimum credit rating of A- from S&P and A3 from Moody’s and a surety must be rated A.M. Best “A- VII” or higher. Surety bonds must be irrevocable and require payment by the surety within ten calendar days of demand. Interest will not be paid on cash deposits. An example of acceptable LOC is provided in Appendix C and an acceptable surety bond is provided in Appendix D.
It is recommended that MPs provide draft forms of Proposal Security, if not posting cash, to DEP and/or DEC through the IE prior to November 15, 2022, to allow sufficient time for the Companies to review and confirm the Proposal Security materially conforms to the forms provided in Appendix C and Appendix D, respectively. The Companies will notify the MPs once the Step 1 RFP evaluations are completed with Phase 1 interconnection cost estimates (approximately November 28, 2022) if they have been invited to formally move into the Step 2 Evaluation, at which point, the MP must post the Step 2 Proposal Security within and no later than ten (10) business days after the notification date. If a Proposal does not timely provide the Step 2 Proposal Security, then the Evaluation Team may eliminate the Proposal from the RFP and identify and invite additional replacement Proposals to be evaluated in Step 2.
RFP 00020 (revised 11/29/2022) Published On: 11/29/2022
Question: Thank you for the information on our Proposal shortlisting for Step 2. We respectfully request clarification on the following questions: 1. Our Project was bid under both tracks. Was it shortlisted for PPA track only, Asset Transfer track only, or both? 2. In event a Project gets shortlisted for more than one track, would it need to post security on each track shortlisted (total of two securities) or just one security amount for both (total of one security)?
Answer: 1. Projects invited to Step 2 that bid under both tracks of the RFP are not limited to a track for Step 2. The selection of a track will be conducted during the Step 2 evaluation, and each winning MP will then be notified of the track under which their proposal is considered a Winning Proposal.
2. If the Project was bid under both tracks of the RFP, only one security amount is required.
RFP 00021 (revised 12/14/2022) Published On: 12/14/2022
Question: For the shortlist awards that were sent out for projects, it was not indicated for projects that bid both into the PPA Tract and Utility Ownership Tract whether they were shortlisted for either or both of the tracts. Can you please advise to the MP if we should assume that they have been shortlisted for either/both tracts and if MP is able to choose the track if the project is eventually awarded?
Answer: Please refer to FAQ RFP 00020 available on this webpage. Projects invited to Step 2 that bid under both tracks of the RFP are not limited to a track for Step 2. The selection of a track will be conducted during the Step 2 evaluation, and each winning MP will then be notified of the track under which their proposal is considered a Winning Proposal.
RFP 00022 Published On: 12/14/2022
Question: If the track selected by Duke is not the preferred track for the MP and therefore withdrawn, will the security be returned to the MP?
Answer: For this answer, we assume the selection referred to in the question is the selection of winners in May, 2023. If a Proposal is selected as a winner in May (regardless of which track it wins in), and it chooses not to execute the relevant agreement, then proposal security would be forfeited and not be returned to the MP. A Proposal that has bid both tracks in Step 1, has been invited to Step 2, and does not wish to proceed in one of the two tracks should notify the IE of this change (to only proceed in one track) by December 23, 2022. Please refer to Section I.3 of the RFP for additional information regarding Step 2 Proposal Security.
RFP 00023 Published On: 12/14/2022
Question: 1. With respect to a project proposal selected by Duke to continue to RFP Step 2 or selected by Duke as an Early Winner which Market Player nonetheless opts to place into RFP Step 2 (rather than as RFP Early Winner), would the Market Player have the right to choose to place the proposal into only one specific track of RFP Step 2 (either PPA or UOT) rather than into both tracks (PPA and UOT)? 2. With respect to a project proposal selected by Duke to continue to RFP Step 2 or selected by Duke as an Early Winner which Market Player nonetheless opts to place into RFP Step 2 (rather than as RFP Early Winner), would there be any impact on the security release should the Market Player post security and then decide to withdraw their proposal from one of the two tracks before a winner is announced while continuing the proposal on the other track?
Answer: 1. A Proposal that has been invited to Step 2 or invited as an Early Winner must post their proposal security by Dec 12, 2022 at 5 pm ET. However, a Proposal that has bid both tracks may elect to withdraw from one of the tracks and notify the IE of that change on or before December 23, 2022. After that date, whatever tracks the Proposal is participating in are subject to the Proposal Security conditions of drawing or release as stated in Section I.3 of the RFP.
2. No, see the response to question 1 above. Once proposal security is submitted and a Proposal moves forward under one or more tracks into the Step 2 Evaluation, then the proposal security is subject to the Proposal Security conditions of drawing or release as stated in Section I.3 of the RFP. If a Proposal is selected as a winner in either track and does not move forward with the relevant agreement, the Proposal Security would be drawn upon.
RFP 00024 Published On: 12/14/2022
Question: Based on the DISIS Phase 1 report received, the COD is now expected to be in 2026, which is later than what we had assumed in our bid. Will we have the opportunity to adjust the COD on our bid?
Answer: This change in COD, or other aspects of a Proposal advanced to Step 2, can be updated in the non-economic bid refresh which will be due in early April 2023.
RFP 00025 Published On: 12/14/2022
Question: A question on proposal security. If an MP posts security during Step 2 on the PPA track, but ultimately does not execute a PPA, does Duke have the right to draw on that security? The RFP indicates the security isn't refundable if the project is withdrawn at Step 2 but doesn't clarify what happens if: 1) The project is awarded a PPA but then withdrawn or 2) If the proposal isn't ultimately selected by Duke. Please help clarify if security posted during Step 2 is refundable.
Answer: 1. DEC/DEP will be entitled to draw on the full amount of the Step 2 Proposal Security in the event that (i) the MP withdraws its Proposal during Step 2 of the Evaluation Process; or (ii) the Proposal is selected as a winning Proposal but the MP fails to execute the contract or relevant agreement. In the instance of #1 in the question (the Proposal is awarded a PPA but then withdraws before executing the contract), condition (ii) would apply and the Proposal Security would be drawn upon.
2. The amount of the Step 2 Proposal Security will be released (i) if the Proposal is eliminated by the Companies due to failure to meet any required RFP criteria or action; (ii) if the Proposal is not selected as a winning Proposal; or (iii) if the Proposal is selected as a winning Proposal, upon completion of the contracting phase of the RFP, including execution of the PPA/Asset Acquisition Agreement and posting of security as required in the applicable agreement. In the instance of #2 in the question (the Proposal is not selected as a winner), condition (ii) would apply and the Proposal Security would be released.
RFP 00026 Published On: 12/14/2022
Question: The RFP (p.14) states that the “Part B” Price adjuster for PPA-track proposals, if selected by Duke, is denominated on a $/MWh basis for every $1 million in System Upgrades identified in the proposal’s Interconnection Agreement. In the past, when actual interconnection costs have diverged significantly from the cost estimates in the Interconnection Agreement, Duke has invoiced the interconnection customer for additional costs (or provided a refund if appropriate) and has required that the customer execute an amendment to the IA reflecting actual costs. Our assumption is that Duke will take the same approach with respect to projects selected in the RFP – specifically, Duke will: (a) issue IA Amendments reflecting actual interconnection costs after construction, and (b) revise the Part B price adder in RFP PPAs to reflect actual costs. We would appreciate confirmation from Duke, prior to the deadline for posting proposal security for Step 2, that it intends to take this approach in the 2022 RFP. We note that if Duke does not take this approach, and instead bases Part B PPA adders on estimated interconnection costs, this exposes RFP bidders (for which Duke has selected Part B pricing) to a significant risk of interconnection cost overruns, and may result in many of those proposals withdrawing from the RFP and not proceeding to Step 2. Conversely, it would also result in a windfall for any projects for which allocated System Upgrade costs are below initial estimates. Either outcome would not be in the interest of ratepayers.
Answer: Yes. In order to establish the final Part B Contract Price Adder addressed at page 14 of the RFP and in Section 4.5.2 of the pro forma Controllable PPA, Duke Energy will
(a) issue IA Amendments reflecting actual interconnection costs after construction consistent with the generally applicable final accounting process, and
(b) revise the Part B price adder in RFP PPAs to reflect actual costs.
For Controllable PPA winners that have been selected as winners with the Part B of their bid price, a preliminary Contract Price Adder will be incorporated into Exhibit 2 of the PPA within 30 days following the announcement of winners. Exhibit 2 will also address the process for finalizing the Contract Price Adder based upon actual interconnection costs consistent with the final accounting process, as well as any required true up to address differences between the preliminary Contract Price Adder and final Contract Price Adder. As generally recognized in the Question, Market Participants should be aware that the final Contract Price Adder may either increase or decrease relative to the preliminary Contract Price Adder.
RFP 00027 Published On: 01/09/2023
Question: The following questions relate to the handling of payment for System Upgrades for Build Transfer Proposals that are selected in the RFP. 1. Under the terms of the RFP, BOT proposal pricing for projects going through DISIS does not include the cost of Network Upgrades. (RFP 15) The RFP states that selected BOT projects will enter into a FERC-jurisdictional Interconnection agreement, and that the proposal may be required to fund the Network Upgrades initially “but will be reimbursed for such upgrades by DEC or DEP in accordance with the Asset Acquisition Agreement.” However, we are unable to identify any provision of the form BOT agreement or Term Sheet that provides for reimbursement of the Upgrade costs paid by Seller before closing. Rather, the BOT agreement provides that upon closing (which occurs after mechanical completion of the project), the Interconnection Agreement and all rights thereunder (including the right to receive reimbursement for Upgrade costs) will be assigned to Duke, cutting off Seller’s right to receive reimbursement. Please identify the terms of the BOT agreement providing for reimbursement of upgrade costs.. If there are no such provisions, please explain the intended mechanism for reimbursement of Upgrade costs under the BOT agreements, and confirm that the LOI and BOT agreements will be revised accordingly. 2. The form BOT agreement also provides that any agreements relating to the construction of Affected System Upgrades will be assigned to Duke upon closing. We understand that under the RFP, the bidder is generally responsible for payment of Affected System Upgrade costs. However, to the extent that a (non-Duke) Affected System Operator’s form agreements provide for reimbursement of Affected System Upgrade costs, it is unreasonable for the Seller to pay those costs but for Duke to receive the reimbursement. Please confirm that, in the event a Seller pays Affected System Upgrade costs to a non-Duke system, Seller shall retain any right to receive reimbursement of those costs from the Affected System (or Duke shall compensate Seller for its assignment of any reimbursements).
Answer: 1. The 2022 Solar RFP solicitation document states, “[F]or proposals in DISIS (and not those with an executed Interconnection Agreement), the costs of Network Upgrades should not be incorporated in the MP’s Utility Ownership Track Proposal price. Network Upgrade costs will be identified from DISIS Phase 1 and Phase 2 cost estimates or in the executed Interconnection Agreement, if applicable. However, BOT and certain Asset Transfer Plus EPC proposals (dependent on timing of transfer) may be required to fund the Network Upgrades initially but will be reimbursed for such upgrades by DEC or DEP in accordance with the Asset Acquisition Agreement.” We understand that the LOI and related term sheets reflect a different logistical process (that is applicable to bidders with interconnection agreements already in place), and such documents will be revised to reflect that stated process within the RFP for DISIS projects. For the avoidance of doubt, all costs incurred by the bidder pursuant to the interconnection agreement executed pursuant to the DISIS process (inclusive of deposits, security (that cannot be refunded and/or replaced) and upgrade costs actually paid) shall be reimbursed by Buyer (on a dollar for dollar basis) at the time of Closing and the LOI/Term Sheet and Definitive Agreement will include provisions relating to such reimbursement.
2. If bidder were to make any payments pursuant to an Affected System Upgrade Agreement, reimbursable or not, those payments would be reimbursed to the bidder under the BOT agreement.