Posted 12 January 2012
RATE STABILITY BLOCK RFP
RATE STABILITY REC RFP
SUPPLEMENT TO THE PART 1 FORM
PART 1 DATE: JANUARY 23, 2012
This Supplement to the Part 1 Form (the “Supplement”) is to be included with the Part 1 Proposal in the Request for Proposals (“RFP”) for Rate Stability Block Products (“RS Block RFP”) for Commonwealth Edison Company (“ComEd”), or the Part 1 Proposal in the RFP for Rate Stability Renewable Energy Certificates(“RS REC RFP”) for ComEd, or the Part 1 Proposal for both RFPs.
Before completing this Part 1 Form for the RS Block RFP, please review the Rate Stability Block ProcurementRequest for Proposals Process and Rules (“RS Block Rules”) and the Master Power Purchase & Sale Agreement for the Rate Stability Block RFP (“RS Block Master Agreement”) so that you understand the conditions under which the RS Block RFP will be conducted. Before completing this Part 1 Form for the RS REC RFP, please review the Rate Stability Renewable Energy Certificates Request for Proposals Process and Rules (“RS REC Rules”) and the Master Renewable Energy Certificate Purchase and Sale Agreement (“RS REC Master Agreement”) so that you understand the conditions under which the RS REC RFPwill be conducted. These documents are posted at
By submitting a Part 1 Proposal in response to one or both of these RFPs, you are agreeing to all terms and conditions of the RFP(s).
INSTRUCTIONS FOR PROPOSAL
Bidders submit the Part 1 Form, the Supplement to the Part 1 Form (“Supplement”) and all documents required therein to respond to the qualification standards for the ComEd RFPs. The Part 1 Form is posted to the RFP Web site: A Bidder that is qualified after complying with all qualification standards of the Part 1 Proposal may submit a Part 2 Proposal.
The Supplement is used to prepare the RS Block Master Agreement, or the RS REC Master Agreement, or both, that the Bidder must present with its Part 2 Proposal. All Bidders will be required to submit this Supplement as an integral part of their Part 1 Proposal. For Bidders relying on the financial standing of a Guarantor, the response to the Supplement is also used to prepare the Guaranty that the Bidder must present with its Part 2 Proposal All RFP Bidders will be required to submit this Supplement as an integral part of their Part 1 Proposal.
The completed Supplement must be included with the Part 1 Proposal in order for the Part 1 Proposal to be considered complete.
Please complete all sections.
Important!The Supplement to the Part 1 Formmust be submitted electronically, in Microsoft Word format, either on a Compact Disk (“CD”) or by email to the Procurement Administrator at:
Inquiries may be directed to the Procurement Administratorby:
- telephone312.573.2811
- fax 312.573.2817
- through the “Ask a Question” page on the Web site at
SUPPLEMENT TO THE PART 1 FORM
- Elections and Information Needed to Prepare the RS BlockMaster Agreement Cover Sheet and or RS REC Master Agreement Cover Sheet
All Bidders must fill in this section. Please fill in all required contact information as it should appear on the Cover Sheet to the Master Agreements.
(a)Party A:
Party A
Please insert the full legal name of the entity that will sign the contract.
(b)All Notices:
Street Address
CityStateZip Code
ATTN:
TelephoneFacsimileEmail
DUNSFederal Tax I.D. Number
(c)Invoices:
ATTN:
TelephoneFacsimile or Email
(d)Scheduling(applicable only if you are participating in the RS Block RFP):
ATTN:
TelephoneFacsimile or Email
(e)REC Title Transfer (applicable only if you are participating in the RSREC RFP):
ATTN:
TelephoneFacsimile or Email
(f)Payments:
ATTN:
TelephoneFacsimile or Email
(g)Wire Transfer:
BNK
ABAACCT
(h)Credit and Collections:
ATTN:
TelephoneFacsimileEmail
(i)With additional Notices of an Event of Default or Potential Event of Default to:
ATTN:
TelephoneFacsimileEmail
(j)Contact information for the individual signing the Master Agreements. (This must be the Officer of the Bidder or the Designee named in your Part 1 Form):
Last NameGiven Name(s)Mr/Mrs/Ms/Dr/(other)
Title
(k)Please choose only one of the two options below regarding Commonwealth Edison Company’s eligibility to hold cash. (See applicable Master Agreement Cover Sheet amendment to Paragraph 10 of the Collateral Annex, Section VI, Subsection B):
Party B Eligibility to Hold Cash.
Party B shall not be entitled to hold Performance Assurance in the form of Cash. Performance Assurance in the form of Cash shall be held in a Qualified Institution in accordance with the provisions of Paragraph 6(a)(ii)(B) of the Collateral Annex. Party B shall pay to Party A in accordance with the terms of the Collateral Annex the amount of interest, net of all fees, it receives from the Qualified Institution on any Performance Assurance in the form of Cash posted by Party A. For the sake of clarity and the avoidance of doubt, Party A shall be responsible for the payment of all fees assessed by the Qualified Institution with respect to Performance Assurance posted by Party A.
Party B shall be entitled to hold Performance Assurance in the form of Cash provided that the following conditions are satisfied: (1) it is not a Defaulting Party, (2), [Party B][Party B’s Guarantor] has a Credit Rating that is investment grade; and (3) Cash shall be held only in any jurisdiction within the United States. To the extent Party B is entitled to hold Cash, the Interest Rate payable to Party A on Cash shall be as selected below:
Party B Interest Rate.
Federal Funds Effective Rate - the rate for that day opposite the caption "Federal Funds (Effective)" as set forth in the weekly statistical release designated as H.15(519), or any successor publication, published by the Board of Governors of the Federal Reserve System.
Other - _____0%______
(l)If Party A is relying on a Guarantor, please specify the name of the Guarantor here:
Guarantor
Please insert the full legal name of the entity that will serve as the Guarantor.
- Elections and Information Needed to Prepare the Form of Guaranty
(a)Is the Bidder relying on the financial standing of aGuarantor?
yes no
If no, the form is complete.
If yes, please provide:
(i)The following information (required in the second introductory paragraph of the Guaranty) regarding the Bidder:
Whether the RFP Bidder is a Corporation, Partnership, etc
Jurisdiction under whose laws the RFP Bidder is existing and organized
(ii)The following information (required in the first introductory paragraph and Paragraph 13 of the Guaranty)regarding the Guarantor named in your Part 1 Form:
Whether the Guarantor is a Corporation, Partnership, etc
Jurisdiction under whose laws the Guarantor is existing and organized
Name of relevant and binding corporate organizational document, such as Declaration of Trust, Limited Liability Company Agreement, Articles of Incorporation and by-laws, Certificate of Incorporation or by-laws, constitutional documents
(iii)The name and contact information (required in Paragraph 12 of the Guaranty)for the person to whom notices and other communications will be sent under the guaranty:
ATTN:
Street Address
CityStateZip Code
Phone NumberFax
With a Copy to (optional):
ATTN:
Street Address
CityStateZip Code
Phone NumberFax
(iv)The name and title (required in signature block of the Guaranty) of the person executing the guaranty:
Last Name Given Name(s)Mr/Mrs/Ms/Dr/(other)
Title
(v)Please specify whether you are electing Option 1 or Option 2 in Paragraph 1 of the Guaranty by filling out the information below.
For RS Block RFP (complete this only if you are applying to the RS Block RFP):
Paragraph 1 of Guaranty: [Specify Option 1 or Option 2. If Option 1 is specified, please specify amount]
1. The Guarantor, as primary obligor and not merely as surety, hereby irrevocably and unconditionally guarantees the full and prompt payment when due (whether by acceleration or otherwise) of any sums due and payable by the Seller as a result of an Event of Default under the Agreement(s) (including, without limitation, indemnities, damages, fees and interest thereon, pursuant to the terms of the Agreement(s)). Notwithstanding anything to the contrary herein, the maximum aggregate liability of the Guarantor under this Guaranty shall
[] Option 1 [in no event exceed $.]
[] Option 2 [in no event exceed the Seller’s Exposure Amounts less the value of other liquid securities posted by the Seller under the Agreement(s).]
All such principal, interest, obligations and liabilities, collectively, are the “Guaranteed Obligations”. This Guaranty is a guarantee of payment and not of collection.
For RS REC RFP (fill this in only if you are applying to the RS REC RFP):
Paragraph 1 of Guaranty: [Specify Option 1 or Option 2. If Option 1 is specified, please specify amount]
- The Guarantor, as primary obligor and not merely as surety, hereby irrevocably and unconditionally guarantees the full and prompt payment when due (whether by acceleration or otherwise) of any sums due and payable by the Seller as a result of an Event of Default under the Agreement(s) (including, without limitation, indemnities, damages, fees and interest thereon, pursuant to the terms of the Agreement(s)). Notwithstanding anything to the contrary herein, the maximum aggregate liability of the Guarantor under this Guaranty shall
[] Option 1 [in no event exceed $.]
[] Option 2 [in no event exceed the Seller’s Exposure Amounts less the value of other liquid securities posted by the Seller under the Agreement(s).]
All such principal, interest, obligations and liabilities, collectively, are the “Guaranteed Obligations”. This Guaranty is a guarantee of payment and not of collection.
(b)Is the Guarantor using the Form of Guaranty without any modifications and without electing any of the optional changes below?
yes no
If yes, the form is complete.
If no, please indicate whether the Guarantor is adopting each change. All such optional changes are shown in redline below.
Are you submitting this Part 1 Proposal to Participate in the RS Block RFP?
If NO, please check here and proceed to Optional Change #1B.
If Yes, please complete your election for Option Change #1A and 2A below.
(Optional Change #1A) Introduction:
Terms not defined herein shall have the meanings given to them in the Master Power Purchase and Sale Agreement dated , 20__ (as amended, modified or extended from time to time, the “Agreement(s)”), between the Guaranteed Party and , a organized and existing under the laws of (the “Seller”). This Guaranty is made by Guarantor in consideration for, and as an inducement for the Guaranteed Party to enter into, the Agreement(s) and Confirmation(s) entered into with the Seller pursuant to the Rate Stability Block RFP (the “Transactions” together with the Master Agreement, the “Agreements”). Guarantor, subject to the terms and conditions hereof, hereby unconditionally, irrevocably and absolutely guarantees to the Guaranteed Party, upon written demand, the full and prompt payment when due, subject to any applicable grace period, of all payment obligations of the Seller to the Guaranteed Party arising out of the Agreement(s). Without limiting the generality of the foregoing, Guarantor further agrees as follows:
Do you want to adopt optional change #1A for the RS Block Master Agreement?
(Note: If you elect this option 1A, you cannot elect option 2A.)
yes no
(Optional Change #2A) Introduction:
Terms not defined herein shall have the meanings given to them in the Master Power Purchase and Sale Agreement dated , 20__ (as amended, modified or extended from time to time, the “Master Agreement(s)”), between the Guaranteed Party and , a organized and existing under the laws of (the “Seller”). This Guaranty is made by Guarantor in consideration for, and as an inducement for the Guaranteed Party to enter into, the Agreement(s)Confirmation(s) entered into with the Seller pursuant to the Rate Stability Block RFP (the “Transactions” together with the Master Agreement, the “Agreements”). Guarantor, subject to the terms and conditions hereof, hereby unconditionally, irrevocably and absolutely guarantees to the Guaranteed Party, upon written demand, the full and prompt payment when due, subject to any applicable grace period, of all payment obligations of the Seller to the Guaranteed Party arising out of the Agreement(s). Without limiting the generality of the foregoing, Guarantor further agrees as follows:
Do you want to adopt optional change #2A for the RS Block Master Agreement?
(Note: If you elect this option 2A, you cannot elect option 1A.)
yes no
Please proceed to the next optional change.
Are you submitting this Part 1 Proposal to Participate in the RS REC RFP?
If NO, please check here and proceed to the Optional Change #3.
If Yes, please complete your election for Option Change #1B and 2B below.
(Optional Change #1B) Introduction:
Terms not defined herein shall have the meanings given to them in the Master Renewable Energy CertificatesPurchase and Sale Agreement dated , 20__ (as amended, modified or extended from time to time, the “Agreement(s)”), between the Guaranteed Party and ______, a ______organized and existing under the laws of (the “Seller”). This Guaranty is made by Guarantor in consideration for, and as an inducement for the Guaranteed Party to enter into, the Agreement(s) and Confirmation(s) entered into with the Seller pursuant to the Rate Stability Renewable Energy Resource RFP (the “Transactions” together with the Master Agreement, the “Agreements”). Guarantor, subject to the terms and conditions hereof, hereby unconditionally, irrevocably and absolutely guarantees to the Guaranteed Party, upon written demand, the full and prompt payment when due, subject to any applicable grace period, of all payment obligations of the Seller to the Guaranteed Party arising out of the Agreement(s). Without limiting the generality of the foregoing, Guarantor further agrees as follows:
Do you want to adopt optional change #1B for the RS RECMaster Agreement?
(Note: If you elect this option 1B, you cannot elect option 2B.)
yes no
(Optional Change #2B) Introduction:
Terms not defined herein shall have the meanings given to them in the Master Renewable Energy CertificatesPurchase and Sale Agreement dated , 20__ (as amended, modified or extended from time to time, the “Master Agreement(s)”), between the Guaranteed Party and _____ , a _____ organized and existing under the laws of (the “Seller”). This Guaranty is made by Guarantor in consideration for, and as an inducement for the Guaranteed Party to enter into, the Agreement(s)Confirmation(s) entered into with the Seller pursuant to the Rate Stability Renewable Energy Resource RFP (the “Transactions” together with the Master Agreement, the “Agreements”). Guarantor, subject to the terms and conditions hereof, hereby unconditionally, irrevocably and absolutely guarantees to the Guaranteed Party, upon written demand, the full and prompt payment when due, subject to any applicable grace period, of all payment obligations of the Seller to the Guaranteed Party arising out of the Agreement(s). Without limiting the generality of the foregoing, Guarantor further agrees as follows:
Do you want to adopt optional change #2B for the RS RECMaster Agreement?
(Note: If you elect this option 2B, you cannot elect option 1B.)
yes no
Please proceed to the next optional change.
Provide all information requested below in this Supplement to the Part 1 Form.
(Optional Change #3) Paragraph 4:
4. Subject to the terms and conditions hereof, the obligations of the Guarantor under this Guaranty are absolute, irrevocable and unconditional and, shall not be released, discharged or otherwise affected by: (a) any extension, renewal, settlement, compromise, waiver, consent, discharge or release by the Seller concerning any provision of the Agreement(s) governing any of the Guaranteed Obligations of the Seller; (b) the rendering of any judgment against the Seller or any action to enforce the same; (c) the existence, or extent of, any release, exchange, surrender, non-perfection or invalidity of any direct or indirect security for any of the Guaranteed Obligations; (d) any modification, amendment, waiver, extension of or supplement to any of the Agreement(s) or the Guaranteed Obligations agreed to from time to time by the Seller and the Guaranteed Party; (e) any change in the corporate existence (including its constitution, laws, rules, regulations or powers), structure or ownership of the Seller or the Guarantor, or any insolvency, bankruptcy, reorganization or other similar proceedings affecting the Seller, its assets or the Guarantor; (f) the existence of any claim, set-off or other rights which the Guarantor may have at any time against the Seller, the Guaranteed Party, whether in connection herewith or in connection with any unrelated transaction; provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; and (g) the invalidity, irregularity or unenforceability in whole or in part of the Agreement(s) or any Guaranteed Obligations or any instrument evidencing any Guaranteed Obligations or the absence of any action to enforce the same.
Do you want to adopt optional change #3?
yes no
(Optional Change #4) Paragraph 6:
6.The Guarantor shall be subrogated to allwill not exercise any rights, which it may acquire by way of Guaranteed Party against Seller upon payment or satisfaction ofsubrogation until all Guaranteed Obligations owing to the Guaranteed Party pursuant to the Agreement(s) have been paid in full.
Do you want to adopt optional change #4?
yes no
(Optional Change #5) Paragraph 8:
8.This Guaranty shall be binding upon the Guarantor and upon its successors and permitted assigns and shall inure to the benefit of and be enforceable by the Guaranteed Party and its successors and permitted assigns; provided, however, that the Guarantor may not assign or transfer any of its rights or obligations hereunder without the prior written consent of the Guaranteed Party. The assignment rights of the Guaranteed Party will be in accordance with any applicable terms of the Agreement(s).
Do you want to adopt optional change #5?
yes no
(Optional Change #6) Paragraph 8:
8.This Guaranty shall be binding upon the Guarantor and upon its successors and assigns and shall inure to the benefit of and be enforceable by the Guaranteed Party and its successors and assigns; provided, however, that the Guarantor may not assign or transfer any of its rights or obligations hereunder without the prior written consent of the Guaranteed Party, which consent shall not be unreasonably withheld or delayed. The assignment rights of the Guaranteed Party will be in accordance with any applicable terms of the Agreement(s).