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RFP APPENDIX A Utah Solar Photovoltaic Project Technical Specification [INCLUDED AS A SEPARATE ATTACHMENT] RFP 2015S Appendix A – Page 1

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RFP APPENDIX A

Utah Solar Photovoltaic Project Technical Specification

[INCLUDED AS A SEPARATE ATTACHMENT]

RFP 2015S Appendix A – Page 1

RFP APPENDIX B

Information Required in Bid Proposals

This appendix describes PacifiCorp’s expectations and requirements for the RFP 2015S bids. In general, PacifiCorp expects Bidders to provide any information that could impact the cost, reliability, dispatch frequency, or output capability of a resource. RFP Appendix E-1 - PPA Instructions to Bidder, RFP Appendix F-1 – APSA Instructions to Bidder, and RFP Appendix F-3 – EPC Instructions to Bidders provide additional detail on bid document deliverables. Due to differences between PPAs and the other two project structures, certain items in Appendix B will only apply to APSA and EPC bids.

Bids from a PacifiCorp affiliate, or for power from generating facilities owned in part or in whole by PacifiCorp or a PacifiCorp affiliate will not be accepted for evaluation in this RFP.

PacifiCorp believes the resource attributes that will define a PV project consist of, but may not be limited to, the following information categories:

Impact of Ambient Conditions on Output – Bidder shall provide the expected performance of the resource as it varies with ambient conditions, solar insolation and other factors that will impact the performance of the resource. Bidder shall provide: 1) PVSyst Performance Summary Report, 2) 12 month x 24 hourly profile (in Excel) and 3) an 8760 hourly profile (in Excel) performance (RFP Appendix A-8).

To the extent pricing, capability and/or availability vary based on specific characteristics of the facility and/or ambient conditions, the Bidder shall clearly identify that relationship in tabular form.

Impact of Other Factors on Output - PacifiCorp prefers generation facilities designed, permitted, and operated so that, to the extent practicable, the proposed facility and any related energy and Renewable Energy Credits (RECs) provided to PacifiCorp is without restriction related to:

Environmental permits or other environmental limitations or environmental forfeitures

Hours of operation Sales to other parties Any other factor relevant to the technology (agreements with neighbors, etc.) Non-environmental or technology factors that could encumber the facility Failure to meet the target in-service date

Bidders shall describe in detail any such limitations in their Proposal.

Siting - Bidders are responsible for all construction and coordination with the applicable service provider(s) for any new electrical transmission or distribution service required in response to this

RFP 2015S Appendix B – Page 2

RFP. Bidders are responsible for satisfying all zoning, permitting, and environmental requirements.

Facility Information – To the extent applicable, the Bidder should clarify the following information with respect to any proposed facility (see RFP Appendix A – Utah Solar Photovoltaic Plant 2014 - Technical Specifications for additional detail):

1. List of studies conducted; required environmental, construction, and other regulatory permits and timelines.

2. Proposed site plans, layouts, elevations or other aspects of the facility.3. Types of transportation access required.4. Characterization of the area surrounding the site including a description of local

zoning, flood plain information (100 yr. & 500 yr.), existing land use and setting (woodlands, grasslands, agriculture, etc.).

5. Proximity and extent of nearest wetlands and description of types of all types of all nearby wetlands and water bodies, including any proposed impacts.

6. Information on fish, wildlife and vegetation inhabiting the area of the Project.7. Proximity to nearest endangered or threatened or critical species habitat and

information on all nearby endangered or threatened species which could potentially be impacted.

8. Proximity to nearest historical or archaeological resources and all nearby historical or archaeological resources which could potentially be impacted.

9. Location and distance to population centers which could be impacted.10. Expected site ambient temperature extremes and verification that freeze

protection will be provided if necessary.

Proposal Format – PacifiCorp is requesting that Bidders conform to the following format for presenting their bid information:

Section 1 - Executive Summary of Proposal - The Executive Summary section should provide an overall description of the proposal and its key benefits and advantages to PacifiCorp. It should include a general description of the technology, location, and business arrangement for the bid. Bidder shall state the period under which the terms and conditions of their Proposal will remain effective. The Executive Summary shall be accompanied by one or more Bid Summary sheets (see RFP Appendix C-1, RFP Appendix C-2, or RFP Appendix C-3), characterizing the bid or bid options.

Section 2 – Resource Description - This section should include a description of the resource, including:

Description of technology and configuration Manufacturers of major equipment (complete RFP Appendix A-9, Product

Data - Equipment Supply Matrix)

RFP 2015S Appendix B – Page 3

Description of financing plan including use of sale-lease back structure with an asset purchase and sale agreement (applicable only to APSA and EPCs)

Description of operation and maintenance plan and services Estimated annual unit availability, any guaranteed minimum annual availability

and any guaranteed panel degradation rate (if different than the manufacturer’s warranty degradation rate)

Site control and if not available then describe the plan for site control Site layout description Operating limits or any limits on the number of hours the resource may be

operated per year or unit of time Expected and guaranteed annual energy production Expected generation in average MW on a 12 month by 24 hour basis Guaranteed output (minimum annual energy production in MWh) Solar performance estimate analysis using the solar performance software as

specified in RFP Appendix A – Utah Solar Photovoltaic Plant 2014 – Technical Specification and Scope of Work

Interconnection agreement (location, transmission provider, and control area) Information regarding location and transmission availability Project schedule, listing tasks and milestones with estimated completion dates

(see RFP Appendix F-4 (EPC)-Appendix B, Critical Path Schedule) Terms of warranties and/or guarantees on major equipment (See RFP

Appendix F-4 (EPC)-Appendices E-1 through E-5)

Section 3 - Bidder’s Qualifications – Information in this section should be submitted with information that the Bidder supplies from RFP Appendix D – Bidder’s Credit Information. This section should include, but not be limited to, the following information:

Corporate structure and primary and secondary businesses. Location of offices Biographies of key officers Developer projects and independent power supply ventures participated in the

last three to five years. At least one contact (name, telephone number and e-mail address) for each

project or power supply venture referenced in the Bidder’s Proposal (for reference purposes).

Description of any current or previous contract dispute(s) involving similar projects in which the Bidder is or was involved during the last five years.

Separate descriptions, as appropriate, for each member of a consortium or partnership of two or more firms and the relationship between the firms for this Proposal.

RFP 2015S Appendix B – Page 4

Section 4 - Financial Information – Briefly summarize information provided pursuant to RFP Appendix D.

Section 5 - Pricing Proposal and Pro Forma Project Financing – Describe in detail the pricing proposal, including the use of any index, escalation factors, or other costs to PacifiCorp. Provide pro forma financial projections showing cash flow, income statement, and balance sheet, application of tax credits, incentives or grants, sources and uses of funds, construction draw schedule, and including all financing assumptions. At a minimum the pro forma should include the following:

1Expected annual energy production and revenue Annual operating expenses including operations and maintenance costs, G&A

expenses, land leases, property taxes, insurance and other expenses Transmission and ancillary services costs (if any) Debt service Debt coverage ratios (by year) Depreciation Taxes and tax credits, incentives, grants Working capital requirements Net income Equity rate of return

Section 6 – Transmission - Each Proposal must include a description of the location of its proposed distribution or transmission facilities, including proposed delivery points, and must specify the transmission provider and all applicable costs.

Section 7 – Environmental and Siting - The Bidder is exclusively and entirely responsible for meeting and satisfying all federal, state, and local permits, licenses, approvals and/or variances required to assure physical delivery of energy in accordance with any PPA, APSA, or EPC contract (except as specified in RFP Appendix A-3 – Permit-Matrix Solar or RFP Appendix A-3B APSA Permit-Matrix Solar). Bidders must furnish applicable detailed project site and electric distribution/transmission information, a description of all required permits (See RFP Appendix A-3), and a project timeline so PacifiCorp can assess site suitability, schedule risk, and project viability. The proposed site(s) shall clearly be shown on a United States Geological Survey (USGS) 7.5-minute series map.

Applicant should provide information on scoping, feasibility or other associated studies conducted to assess environmental impacts and to obtain necessary permits. This information should include all studies related to wildlife (including endangered species), archeological, vegetation, hydrological, geotechnical, visual, noise, air quality, and other environmental impacts related to the project. Impacts to designated wilderness, national and state parks, and other protected areas should be noted. Applicant should describe methodologies for such studies and identify the person(s) or firm(s) who conducted and completed the work. If such studies are in progress, applicant should describe the scope and schedule for completion and identify the person(s) or firm(s) doing the studies and

1 Expected Annual Energy production must be the same value used in other parts of this proposal.

RFP 2015S Appendix B – Page 5

methodologies to be employed. Applicant should describe measures that will be taken to minimize the potential for environmental, visual and cultural impacts of the project. Finally, applicant should discuss plans to engage community and environmental stakeholders to support the proposed project

Section 8 – Contract Terms - Bidder shall provide a comprehensive listing/description of all contract terms that the Bidder would seek during contract negotiations. Bidder may supply a markup of the documents found in RFP Appendix E-2 (PPA option) or RFP Appendix F-2 (APSA option) or RFP Appendix F-4 (EPC option) with their proposal, although conformity to those documents is strongly encouraged. Bidders objecting to terms are encouraged to provide suggested alternate language and provide context to the objection for the Company to evaluate the alternate language.

Section 9 – O&M Services Contract Terms (APSA and EPC Options Only) – Bidders for APSA or EPC options shall provide a comprehensive listing/description of all contract terms that the Bidder would seek during contract negotiations regarding operating and maintenance services for the asset. Bidder may supply a markup of the documents found in RFP Appendix K with their proposal, although conformity to those documents is strongly encouraged. Bidders objecting to terms are encouraged to provide suggested alternate language and provide context to the objection for the company to evaluate the language.

RFP 2015S Appendix B – Page 6

RFP APPENDIX C-1

Bid Summary – Power Purchase Agreement

Project name ________________________________________________

Unique bid name (i.e. ACME-1, etc.)______________________________

Estimated commercial operation date (dd/mm/yyyy) ___________

Net Inverter Capacity (at 50 degC at Site Conditions) ______MWAC

Net Expected Capacity Delivered ______MWAC

Expected annual energy production (net of auxiliary loads)_________ MWhAC/yr

Expected net2 annual energy production ___________ MWhAC/yr

Minimum guaranteed annual energy production __________ MWhAC/yr

Annual degradation of energy production over term of PPA __________ %

Number of years of on-site data relied on for the above energy projections_________

Software used to evaluate solar performance____________________________

Name of firm who prepared the energy analysis3 _______________________

2 Net means as delivered to the point of interconnection 3 PacifiCorp requires the analysis be made available for review.

RFP 2015S Appendix C-1 – Page 1

Expected Monthly Energy Production (12 month by 24 hour basis, Before degradation, net of mechanical unavailability, Prevailing Mountain Time (MWhs):

Hour Ending

Jan Feb Mar Apr May Jun Jul Aug Sept Oct Nov

Dec

1234567891011

Noon1314151617181920212223

Midn

Expected Annual availability (% of hours able to produce energy at full capability under ambient conditions):________

Guaranteed Annual availability (% of hours able to energy at full capability under ambient conditions):_______

Project Location (State, County, Range and Township of distribution/transmission interconnection)______________________________________________________________________________________________________________________________________________________

Point of Interconnection with, or Delivery to PacifiCorp’s Distribution/Transmission System

RFP 2015S Appendix C-1 – Page 2

______________________________________________________________________________ ________________________________________________________________________

Quality of Delivery (Check All that Apply):

______As Generated, Unit Contingent, Interconnected to PacifiCorp System______As Generated, Unit Contingent, Telemetered into PacifiCorp System_________WSPP Schedule C Firm Scheduled Deliveries (ISAS Scheduling Protocols) to

PacifiCorp Transmission System

______Other (describe):_________________________________________

Does delivery include operating reserves? (yes or no) _____________________

Will PacifiCorp incur third-party transmission expenses? (yes or no)________

If yes, check all that apply:Third party transmission wheeling ___________Third party transmission losses ___________Third party imbalance charges ___________Third party operating reserves ___________Third party scheduling/dispatch ___________Third party voltage support ___________

Power Purchase Agreement Pricing

Year On Peak Price, $ per MWhAC

Off Peak Price, $ per MWhAC

1234567891011121314151617

RFP 2015S Appendix C-1 – Page 3

Year On Peak Price, $ per MWhAC

Off Peak Price, $ per MWhAC

181920212223242526

Additional InformationTo the extent that pricing, capacity and/or availability vary based on specific characteristics of the facility and/or ambient conditions, the Bidder shall clearly identify that relationship in tabular form. PacifiCorp reserves the right to further request information similar to that required in RFP Appendix C-2.

RFP 2015S Appendix C-1 – Page 4

Form C-1 RFP 2015S PPA Term sheet Date:1. Bidder

Company:Contact:Phone:e-mail:

2. Resource Category Solar – photovoltaic3. Resource alternative (PPA)4. General transaction comments5. Equipment description (number of and

type of panels, inverters, etc.)6. Facility status (Under construction,

Greenfield site, etc.)7. Generation source location (Area,

nearest town, and site description)8. Project site size (acres)9. Resource type (Ground mount / Rooftop

/ Fixed / Tracking)10. Capacity (Include both DC at STC

conditions and AC MW)11. Beginning date of deliveries to

PacifiCorp (Start of test energy delivery)

12. Commercial operation date13. End date of deliveries to PacifiCorp

(End date)14. Term for PPA (years) 2515. Point of interconnection (Interconnected

utility and location)16. Power interconnection status (Done,

applied for, in study, etc.)17. Point of delivery (Utility and location)18. 3rd party transmission required and

included in bid price (transmission provider, tariff rate, services included in delivery)

19. Product (firm or unit contingent)20. First year generation (MWhs) before

degradation21. First year net annual energy production

delivered at Point of Interconnection (MWhs)

RFP 2015S Appendix C-1 – Page 5

22. First year net annual energy production delivered to PacifiCorp system (MWhs)

23. Annual degradation factor (%), as warranted by the panel supplier

24. Solar data (Site or location of data, number of years, etc.)

25. Solar analysis (Model type, prepared by, etc.)

26. PPA price in 2015, $/MWh (Fixed, escalation, etc.)

27. PPA price annual escalation rate, if applicable, %

28. Rights of way (Secured / option / timing)

29. Land- lease or title (Secured / option / timing)

30. Lease terms in the event of ownership change

31. Major permits secured32. Major permit remaining and timing33. Major studies secured34. Major studies remaining and timing35. Purchase Option Available (Yes/No)?36. If Purchase Price Option is Available: First Opportunity to Purchase (mm/dd/yyyy): _______________

Purchase Price at Date Specified, 1st Opportunity:$___________Second Opportunity to Purchase (mm/dd/yyyy): _____________Purchase Price at Date Specified, 2ndt Opportunity:$__________Third Opportunity to Purchase (mm/dd/yyyy): _______________Purchase Price at Date Specified, 3rd Opportunity:$___________Forth Opportunity to Purchase (mm/dd/yyyy): _______________Purchase Price at Date Specified, 4th Opportunity:$___________Fifth Opportunity to Purchase (mm/dd/yyyy): _______________Purchase Price at Date Specified, 5th Opportunity:$___________

RFP 2015S Appendix C-1 – Page 6

RFP APPENDIX C-2

BID SUMMARY – ASSET PURCHASE AND SALE AGREEMENT

Project name ________________________________________________

Unique bid name (i.e. ACME-1, etc)______________________________

Estimated commercial operation date (dd/mm/yyyy)___________

Net Inverter Capacity (at 50oC at Site Conditions) ______MWAC

Net Expected Capacity Delivered ______MWAC

Expected annual energy production at Point of Connection (net of station load) _________ MWhAC/yr

Expected net4 annual energy production ___________MWhAC/yr

Minimum guaranteed annual energy production __________MWhAC/yr

Annual degradation of energy production over term of PPA __________ %

Number of years of on-site data relied on for above MWhAC projections __________

Number of years of off-site data relied on for above MWhAC projections __________

Software used to evaluate solar performance____________________________

Name of firm who prepared the energy analysis5 _______________________

4 Net means as delivered to the point of interconnection.5 PacifiCorp requires the analysis be made available for review.

RFP 2015S Appendix C-2 – Page 1

Expected Monthly Energy Production (12 month by 24 hour basis, before degradation, before mechanical unavailability, Prevailing Mountain Time (MWhs)):

Hour Endin

g

Jan Feb Mar Apr May Jun Jul Aug Sept Oct Nov

Dec

1234567891011

Noon1314151617181920212223

Midn

Expected Annual availability (% of hours able to produce energy at full capability under ambient conditions): _______

Guaranteed Annual availability (% of hours able to produce energy at full capability under ambient conditions): _______

Project Location (State, County, Range and Township of distribution/transmission interconnection)______________________________________________________________________________________________________________________________________________________

RFP 2015S Appendix C-2 – Page 2

Point of Interconnection with or Delivery to PacifiCorp’s Distribution/Transmission System______________________________________________________________________________________________________________________________________________________

Quality of Delivery (Check All that Apply):

______As Generated, Unit Contingent, Interconnected to PacifiCorp System______As Generated, Unit Contingent, Telemetered into PacifiCorp System______WSPP Schedule C Firm Scheduled Deliveries (ISAS Scheduling Protocols) to

PacifiCorp Transmission System______Other (describe):_________________________________________

Does delivery include operating reserves? (yes or no) _____________________

Will PacifiCorp incur third-party transmission expenses? (yes or no)________

If yes, check all that apply:Third party transmission wheeling ___________Third party transmission losses ___________Third party imbalance charges ___________Third party operating reserves ___________Third party scheduling/dispatch ___________Third party voltage support ___________

Permits to be transferred: __________________________________________ (Complete Appendix A-3B – APSA Permit Matrix Solar)

Land Rights to be transferred: ______________________________________

Tax credits / Grants / Project incentives to be transferred: _______________________

Purchase Price (including all interconnection costs and taxes), $:

___________________________________________________

Solar Resource Technical Description: ________________________________

Solar Resource Information:

Bidder shall provide the information required by RFP Appendix A (Sections A-1.1, A-11.4, and A-11.5) and comply with RFP Appendix F-2. Bidder shall provide the Solar Resource Information that will be the basis for the Energy Performance Test described in RFP Appendix A Section A-11.5, and for the Plant Performance Guarantee as described in RFP Appendix A-10. Bidder shall provide the following:

1. How was the solar data collected, certified, and correlated to the reference points?

RFP 2015S Appendix C-2 – Page 3

2. Who provided the solar data analysis service?3. What is the accuracy of the solar and energy forecast?4. What is the basis year of the underlying data? Are the references years high, low, or

average years?5. How was generation output calculated from the meteorological and solar insolation data?6. What specific de-ratings are included in your energy forecast (panel and inverter

degradation, line losses, etc.)? Bidder should complete APSA, Appendix A, Exhibit D, Performance Contract Power Rating Characterization.

Bidder shall provide the following information:

Operating Expenses: Please provide complete information on the following, including any assumptions made on a forward basis (e.g., escalation rates)

Operating Expense Assumptions Solar Resource (panel, inverter, tracker, etc.) Warranty Period and Characteristics O&M – by year Annual O&M – Facilities, $ per year O&M - Substation/Interconnection $000 Electric Usage $ per year Land Lease costs (describe), $ per year Royalty payments (describe), $ per year and/or $/MWh Property Tax

o Expected Rate %o Rate Escalation %o Initial Cost Assessed Value $000o Replacement Cost Escalation %o Depreciationo Method

Additional InformationPlease provide any other information you believe germane to PacifiCorp’s analysis of your submittal.

RFP 2015S Appendix C-2 – Page 4

Form C-2 RFP 2015S APSA Term sheet Date:1. Bidder

Company:Contact:Phone:e-mail:

2. Resource Category Solar – photovoltaic3. Resource alternative (APSA)4. General transaction comments5. Equipment description (Number of and

type of panels, inverters, etc.)6. Facility status (Under construction,

Greenfield site, etc)7. Generation source location (Area,

nearest town, and site description)8. Project Site Size (acres)9. Resource type (Ground mount / Rooftop

/ Fixed / Tracking)10. Capacity (Include both DC and AC

MW)11. Beginning date of deliveries to

PacifiCorp (Start of test energy delivery)

12. Commercial operation date13. Point of interconnection (Interconnected

utility and location)14. Power interconnection status

(Completed, applied for, in study, etc.)15. Point of delivery (Utility and location)16. 3rd party transmission required and

included in bid price (transmission provider, tariff rate, services included in delivery)

17. Product (firm or unit contingent)18. First year capacity factor before

degradation19. First year net annual energy production

delivered at Point of Interconnection (MWhs)

20. First year net annual energy production delivered to PacifiCorp system (MWhs)

21. Annual degradation rates (%), as warranted by the panel supplier

RFP 2015S Appendix C-2 – Page 5

22. Solar data (Site or location of data, number of years, etc.)

23. Solar analysis (Model type, prepared by, etc.)

24. APSA (Lump sum amount - $, terms, etc.)

25. Sale- leaseback of equipment proposed (Details of lease)

26. Annual property tax ($ amount)27. Annual property insurance ($ amount)28. Tax credits, incentives29. Fixed O&M (1st year cost and fixed

annual escalation rate), $/month30. Variable O&M (1st year cost and annual

escalation rate), if applicable, $/MWh31. Rights-of-way (Secured /option /timing)32. Land-lease or title

(Secured/option/timing)33. Lease terms in the event of ownership

change34. Major permits secured35. Major permits remaining and schedule

to secure36. Major studies secured37. Major studies remaining and schedule

to complete

RFP 2015S Appendix C-2 – Page 6

RFP APPENDIX C-3

BID SUMMARY – ENGINEER PROCURE CONSTRUCT

Project name ________________________________________________

Unique bid name (i.e. ACME-1, etc.)______________________________

Estimated commercial operation date (dd/mm/yyyy)___________

Net Inverter Capacity (at 50 degC at Site Conditions) ______MWAC

Net Expected Capacity Delivered ______MWAC

Expected annual energy production at Point of Interconnection (net of station load)_________ MWhAC/yr

Expected net6 annual energy production ___________MWhAC/yr

Minimum guaranteed annual energy production __________MWhAC/yr

Number of years of on-site data relied on for above MWhAC projections __________

Number of years of off-site data relied on for above MWhAC projections __________

Software used to evaluate solar performance____________________________

Name of firm who prepared the energy analysis7 _______________________

6 Net means as delivered to the point of interconnection.7 PacifiCorp requires the analysis be made available for review.

RFP 2015S Appendix C-3 – Page 1

Expected Monthly Energy Production (12 month by 24 hour basis, before degradation, Before mechanical unavailability, Prevailing Mountain Time (MWhs)):

Hour Endin

g

Jan Feb Mar Apr May Jun Jul Aug Sept Oct Nov

Dec

1234567891011

Noon1314151617181920212223

Midn

Expected Annual unavailability (% of hours able to produce energy at full capability under ambient conditions): ________

Guaranteed Annual availability (% of hours able to produce energy at full capability under ambient conditions):_______

Selected Project Location (Cleveland, Nebo View or Ferron South)______________________________________________________________________________

RFP 2015S Appendix C-3 – Page 2

Quality of Delivery (Check All that Apply):Unit Contingent, Interconnected to PacifiCorp System

Permits to be Transferred: __________________________________________ (Complete RFP Appendix A-4, Permit Matrix Solar)

Tax credits / Grants / Project incentives to be transferred: Does not apply

Total EPC Bid Price ($): ___________________________________________________

Solar Resource Technical Description: ________________________________

Solar Resource Information:Bidder shall provide the information required by RFP Appendix A (Paragraph A-1.1) and comply with RFP Appendix F-3. Solar Resource Information will be used for the Energy Performance Test described in RFP Appendix F-4 Section 15, and for the Plant Performance Guarantee as described in RFP Appendix A-10. For sites proposed by PacifiCorp, Bidder may use the weather and project data provided in RFP Appendix A-11; however, in the event that the Bidder believes they have more reliable and representative solar resource information for the PacifiCorp sites Bidder shall provide the following:

1. How was the solar data collected, certified, and correlated to the reference points?2. Who provided the solar data analysis service?3. What is the accuracy of the solar and energy forecast?4. What is the basis year of the underlying data? Are the references years high, low, or

average years?5. How was generation output calculated from the meteorological and solar insolation data?6. What specific de-ratings are included in your energy forecast (panel and inverter

degradation, line losses, etc.)? Bidder should complete RFP Appendix A-4 Performance Characteristics.

In anticipation of a potential need to perform comparison among bids, PacifiCorp also requests the Bidder to provide the information in the Instructions to Bidders:

Operating Expenses: Please provide complete information on the following, including any assumptions made on a forward basis (e.g., escalation rates)

Operating Expense Assumptions Solar Resource (panel, inverter, tracker, etc.) Warranty Period and Characteristics O&M – by year (refer to Bidder’s O&M proposal) Electric Usage, kWhs per year

Additional InformationPlease provide any other information you believe germane to PacifiCorp’s analysis of your submittal.

RFP 2015S Appendix C-3 – Page 3

Form C-3 RFP 2015S EPC Term sheet Date:1. Bidder

Company:Contact:Phone:e-mail:

2. Resource Category Solar – photovoltaic3. Resource alternative (EPC)4. General transaction comments5. Equipment description (Number of and

type of panels, inverters, etc.)6. Project Site Requirements (Acres)7. Resource type (Fixed / Tracking)8. Capacity (Include both DC and AC MW)9. Beginning date of deliveries to PAC

(Start of test energy delivery)10. Commercial operation date11. End date of deliveries to PAC (End date)12. First year capacity factor before

degradation13. First year gross annual energy

production (MWhs)14. First year net annual energy production

delivered to PacifiCorp system(MWhs)15. Annual degradation factor (%)16. Solar data (Site or location of data,

number of years, etc.)17. Solar analysis (Model type, prepared by,

etc.)18. EPC (Lump sum, terms, etc.)19. Details of sale- leaseback of project (if

proposed)20. Tax credits, incentives21. Fixed O&M (1st year cost and annual

escalation), $/yr22. Variable O&M (1st year cost and annual

escalation), if applicable, $/MWh23. Major permits secured24. Major permits remaining and timing

RFP 2015S Appendix C-3 – Page 4

RFP APPENDIX D

BIDDER’S CREDIT INFORMATION

Please provide the following information to enable PacifiCorp to evaluate the financial viability of the Bidder and any entity(ies) providing credit assurances on behalf of the Bidder, if applicable.

Bidder’s Credit Information

1. Credit information for Bidder

A. Exact legal name and address of Bidder:

B. Debt Ratings from S&P and/or Moody’s (please provide senior unsecured long term debt rating (or corporate rating if a debt rating is unavailable). Please indicate type of rating, rating, and source:

C. Please attach copies of audited financial statements (including balance sheet, income statement, and cash flow statement) for the three most recent fiscal years.

D. Identify pending legal disputes (describe):

E. Please state whether Bidder is or has within the past five (5) years been the debtor in any bankruptcy proceeding.

RFP 2015S Appendix D – Page 1

F. If Bidder is unable to provide audited financial statements or is relying upon another entity(ies) to provide credit assurances on its behalf, Bidder must indicate so here and complete the following section.

Is Bidder unable to provide audited financial statements?

Is Bidder relying upon another entity(ies) to provide credit assurances on Bidder’s behalf?

G. Bidder should demonstrate its ability (and/or the ability of its credit support provider to provide the required security, including its plan for doing so (including type of security, sources of security, and a description of its credit support provider).

H. Bidder should provide a reasonable demonstration of its ability to finance the proposed project based on past experience and a sound financial plan identifying the proposed sources for debt and equity and evidence that the project is financeable.

2. Credit information for entity(ies) providing credit assurances on behalf of Bidder (if applicable)

A. Exact legal name and address of entity(ies) providing credit assurances on behalf of Bidder:

B. Describe relationship to Bidder and describe type of credit assurances to be provided (e.g., parental guaranty, letter of credit, etc.). Bidder must provide to Company a letter of commitment acceptable to Company from the entity(ies) providing the credit assurances on behalf of the Bidder executed by an authorized signatory and indicating the amount and form of credit assurances it will provide. It should be noted that more than one commitment letter, or more than one form of commitment letter, may be necessary

RFP 2015S Appendix D – Page 2

C. Debt Ratings from S&P and/or Moody’s (please provide senior unsecured long term debt rating (or corporate rating if a debt rating is unavailable). Please indicate type of rating, rating, and source:

D. Please attach copies of audited financial statements (including balance sheet, income statement, and cash flow statement) for the three most recent fiscal years.

E. Pending legal disputes (describe):

F. Please state whether entity(ies) providing credit assurances on behalf of the Bidder is or has within the past five (5) years been the debtor in any bankruptcy proceeding.

RFP 2015S Appendix D – Page 3

CREDIT REQUIREMENTSThe Bidder may be required to post credit assurances for the applicable bid categories of Power Purchase Agreement or Asset Purchase and Sale Agreement, each of which will be expected to have an online date of no later than December 1, 2016.

If necessary, the Bidder will be required to demonstrate the ability to post any required credit assurances in the form of a commitment letter from a proposed guarantor or from a financial institution that would be issuing a Letter of Credit. PacifiCorp will require each Bidder to provide an acceptable commitment letter(s), if applicable, twenty (20) business days after the Bidder is notified that the Bidder has been selected for the Shortlist. Bidder will be required to provide any necessary guaranty commitment letter from the entity(ies) providing guaranty credit assurances on behalf of the Bidder and/or any necessary letter of credit commitment letter from the financial institution providing credit assurances in the form of a Letter of Credit. Forms of commitment letters are part of this RFP Appendix D. The timing of when credit security must be posted is detailed in the Credit Security Requirements Methodology section, which is also part of this RFP Appendix D.

The amount of any credit assurances to be provided will be determined based upon:

a) the Credit Rating of the Bidder and the entity(ies) providing credit assurances on behalf of the Bidder, if applicable, b) the size of the project, c) the expected energy delivery start date, and c) type of solar resource agreement. In addition, please note that a financial institution providing credit assurances on behalf of the Bidder must have at all times a Credit Rating of at least ‘A’ and ‘A2” from S&P and Moody’s, respectively, and have assets (net of reserves) of at least $10,000,000,000. Should the financial institution providing credit assurances on behalf of the Bidder fail to meet these minimum requirements PacifiCorp will require credit assurances from a replacement financial institution that does meet the requirements.

The Credit Rating is defined as the lower of: x) the most recently published senior, unsecured long term debt rating (or corporate rating if a debt rating is unavailable) from Standard & Poor’s (S&P) or y) the most recently published senior, unsecured debt rating (or corporate rating if a debt rating is unavailable) from Moody’s Investor Services. If option x) or y) is not available, the Credit Rating will be determined by the Company through an internal process review utilizing a proprietary credit scoring model developed in conjunction with a third party. All Bidders will receive a Credit Rating which will be used in determining the amount of any credit assurances to be posted.

Amount of Credit Assurances to be Posted

The RFP selected resources have the potential to expose PacifiCorp and its ratepayers to credit risk in the event a selected Bidder is unable to fulfill its obligations pursuant to the terms of an executed agreement. The credit risk profile is a function of several factors:

1. Type of solar resource agreement 2. Size of solar resource 3. Expected energy delivery start date4. Term of underlying contract

RFP 2015S Appendix D – Page 4

5. Creditworthiness of Bidder and Bidder’s credit support provider, if applicable

Power Purchase Agreement

For Power Purchase Agreements, PacifiCorp views its potential credit exposure as the cost it would incur in the event the Bidder failed at any time during the life of the contract. The potential for this cost to change is greater for this resource group due to the term of the underlying contract. PacifiCorp may hold any credit security for a longer period, due to the length of the contract for this type of resource. Depending on the credit risk profile of the Bidder, PacifiCorp has determined the amount of credit assurances required for this type of resource to be up to $75/kW, based upon nameplate project size.

Asset Purchase and Sale Agreement

For all resources that involve a physical asset with appropriate step-in rights, PacifiCorp views potential credit exposure as the cost it would incur in the event the resource failed to come on-line when expected. PacifiCorp believes it could take up to 9 months to either step-in and complete the project or cause the project to be completed on its behalf. If the failure occurred near the expected on-line date, PacifiCorp would have to procure energy in the open market at then-prevailing market prices. Depending on the credit risk profile of the Bidder, PacifiCorp has determined the amount of credit assurances required for this type of resource to be up to $75/kW, based upon nameplate project size.

Engineer Procure Construct Agreement

For all resources that involve the construction of a physical asset with appropriate step-in rights, PacifiCorp views potential credit exposure as the cost it would incur in the event the resource failed to come on-line when expected. PacifiCorp believes it could take up to 9 months to either step-in and complete the project or cause the project to be completed on its behalf. If the failure occurred near the expected on-line date, PacifiCorp would have to procure energy in the open market at then-prevailing market prices. Depending on the credit risk profile of the Bidder, PacifiCorp has determined the amount of credit assurances required for this type of resource to be up to $75/kW, based upon nameplate project size.

Posting of Credit Security

For all solar resources, credit security must be posted within 30 days of the effective date of the executed agreement. For Asset Purchase and Sale Agreements, any credit security posted will be returned to the counterparty at a reasonable time period after PacifiCorp has assumed complete ownership of the resource and any necessary indemnification period has passed.

For Power Purchase Agreements, posted credit security will be reduced according to the following schedule: starting at the mid-point of the term of the contract, the amount of credit security will be amortized over the remaining term of the contract and may be reduced in equal installments at the end of each successive contract year until the amount of credit security to be

RFP 2015S Appendix D – Page 5

posted is $0. PacifiCorp reserves the right to hold credit security for a longer period if the potential credit exposure at the time of collateral return warrants such an action.

Note that if the creditworthiness of the counterparty and/or its credit support provider changes at any point before or after the contract is executed, the amount of credit security required may change.

RFP 2015S Appendix D – Page 6

FORM OF GUARANTY COMMITMENT LETTER

Must be on letterhead of Bidder’s guarantor)

PacifiCorp 825 NE Multnomah Street, Suite 700Portland, OR 97232Attn: Credit Dept.

Dear Sirs:

The undersigned bears the following relationship to the Bidder _____ ( insert Bidder name) ("Bidder") in your RFP process: (NOTE: insert nature of relationship, e.g., parent company, etc.). Bidder and the undersigned have their own, separate agreement with respect to the undersigned’s promise set forth in this letter.

This will indicate our promise to you that, should you enter into a transaction with Bidder arising out of any bid submitted by Bidder in the RFP, with terms and conditions mutually acceptable to you and Bidder, that we will at that time issue an unconditional guaranty in form and substance reasonably satisfactory to you, and that we will guarantee all obligations of payment and performance of Bidder to you as our independent obligation, (up to a maximum amount of $______, plus expenses of enforcing the guaranty). We understand that you will not enter into a transaction with Bidder without said guaranty. We understand that you are under no obligation to enter into any transaction with Bidder, under the RFP or otherwise.

Yours truly,

(name of committing guarantor)(name and title of authorized officer)

RFP 2015S Appendix D – Page 7

FORM OF LETTER OF CREDIT COMMITMENT LETTER

(Must be on letterhead of entity(ies) providing the letter of credit on behalf of the Bidder)

PacifiCorp 825 NE Multnomah Street, Suite 700Portland, OR 97232Attn: Credit Dept.

Dear Sirs:

The undersigned bears the following relationship to Bidder _____ ( insert Bidder name) ("Bidder") in your RFP process: (NOTE: insert nature of relationship). Bidder and the undersigned have reached their own agreement with respect to the undersigned’s promise set forth in this letter.

This will indicate our promise to you that, should you enter into a transaction with Bidder arising out of any bid submitted by Bidder in the RFP, that we will at that time issue an irrevocable standby letter of credit in a form and substance reasonably acceptable to you, up to a maximum amount of $__________.

We understand that you will not enter into a transaction with Bidder without said letter of credit. We understand that you are under no obligation to enter into any transaction with Bidder, under the RFP or otherwise.

Yours truly,

(name of entity(ies) providing the letter of credit)(name of authorized officer)

RFP 2015S Appendix D – Page 8

RFP APPENDIX E-1

PPA Instructions to Bidders

Items identified in italics below are actions/documents that Bidders should submit as part of Bidder’s PPA proposal.

General Proposal Description

1. RFP Appendix B Information Required in Bid ProposalBidder shall provide the project description as identified in Appendix B as it applies to a PPA.

2. RFP Appendix C-1 Bid Summary - Power Purchase AgreementBidder shall complete forms in Appendix C-1.

3. Legal Description of SiteBidder should provide a legal description of the site as well as conditional use permits, endangered species studies, historical artifacts reports and environmental assessments.

4. EPC Appendix B Critical Path ScheduleBidder should provide a preliminary critical path schedule.

RFP Appendix A

PPA bidders shall also provide the following:

1. RFP Appendix A-2: Interconnection Agreement with PacifiCorp or Other Interconnection Utility

Bidder should provide a copy of the Interconnection Agreement.2. RFP Appendix A-3: Permit Matrix Solar

Provide the permit matrix applicable to the project.3. RFP Appendix A-4: Calculation of Contract Power Rating (Performance Characterization)

Provide the assumptions and calculation showing how the rating of the facility has been determined.

4. RFP Appendix A-5: Project Single-Line Drawing and LayoutsProvide the project electrical single-line drawings and site layout applicable to the project.

5. RFP Appendix A-8: PVSyst Performance Summary ReportProvide a copy of: 1) PVSyst Performance Summary Report, 2) 12 month x 24 hourly profile (in Excel) and 3) an 8760 hourly profile (in Excel) performance.

6. RFP Appendix A-9: Product Data – Equipment Supply MatrixSubmit a completed Equipment Supply Matrix (All 6 folders).

7. RFP Appendix A-10: Performance GuaranteeIn the event Bidder proposes to sell the asset to PacifiCorp Bidder shall submit a completed performance guarantee.

8. RFP Appendix G: Mutual Confidentiality AgreementSubmit a completed Mutual Confidentiality Agreement.

RFP 2015S Appendix E – Page 1

9. RFP Appendix H: Form 1- Pricing Input Sheet (Excel Spreadsheet)Submit a completed Form 1- Pricing Input Sheet (in Excel).

In the event Bidder proposes to sell the asset to PacifiCorp Bidder shall provide the following:

1. EPC Appendix C Approved SubcontractorsBidder should provide list of proposed major suppliers and subcontractors to be used on the project.

2. EPC Appendix E-1 Module WarrantyBidder should provide a copy of the module warranty for the proposed modules to be used on the project.

3. EPC Appendix E-2 Tracker WarrantyBidder should provide a copy of the tracker warranty for the proposed tracking system to be used on the project.

4. EPC Appendix E-3 Inverter WarrantyBidder should provide a copy of the inverter warranty for the inverters proposed to be used on the project.

5. EPC Appendix E-4 Transformer WarrantyBidder should provide a copy of the transformer warranty for the main step up transformer(s) proposed to be used on the project.

6. EPC Appendix E-5 SCADA Monitoring System & Security Equipment WarrantyBidder should provide a copy of the SCADA monitoring system warranty and security equipment proposed to be used on the project.

7. EPC Appendix H Project Management TeamBidder should identify the key members of the proposed project management team to be used on the project.

8. EPC Appendix M Critical Milestones Bidder should provide a milestone schedule as described in this Appendix.

RFP 2015S Appendix E – Page 2

RFP Appendix E-2

Power Purchase Agreement (PPA) DocumentsIncluding PPA Appendices

[INCLUDED AS A SEPARATE ATTACHMENT]

RFP 2015S Appendix E – Page 3

RFP APPENDIX F-1

APSA Instructions to Bidders

Items identified in italics below are actions/documents that Bidders should submit as part of Bidder’s APSA proposal.

General Proposal Description

1. RFP Appendix B Information Required in Bid ProposalBidder shall provide the project description as identified in Appendix B as it applies to an APSA.

2. RFP Appendix C-2 Bid Summary - Asset Purchase and Sale AgreementBidder shall complete forms in Appendix C-2.

Appendices to the APSA and EPC Agreement

1. EPC Appendix B Critical Path ScheduleBidder should provide the preliminary critical path schedule.

2. EPC Appendix C Approved SubcontractorsBidder should provide list of proposed major suppliers and subcontractors to be used on the project.

3. EPC Appendix E-1 Module WarrantyBidder should provide a copy of the module warranty for the proposed modules to be used on the project.

4. EPC Appendix E-2 Tracker WarrantyBidder should provide a copy of the tracker warranty for the proposed tracking system to be used on the project.

5. EPC Appendix E-3 Inverter WarrantyBidder should provide a copy of the inverter warranty for the inverters proposed to be used on the project.

6. EPC Appendix E-4 Transformer WarrantyBidder should provide a copy of the transformer warranty for the main step up transformer(s) proposed to be used on the project.

7. EPC Appendix E-5 SCADA Monitoring System & Security Equipment WarrantyBidder should provide a copy of the SCADA monitoring system warranty and security equipment proposed to be used on the project.

8. EPC Appendix H Project Management TeamBidder should identify the key members of the proposed project management team to be used on the project.

9. EPC Agreement Appendix M Milestone Schedule Bidder should provide a milestone schedule as described in this Appendix.

10. RFP Appendix G: Mutual Confidentiality AgreementSubmit a completed Mutual Confidentiality Agreement.

11. RFP Appendix H: Form 1- Pricing Input Sheet (Excel Spreadsheet)Submit a completed Form 1- Pricing Input Sheet (in Excel).

RFP 2015S Appendix F – Page 1

12. RFP Appendix K: General Services Contract – Operations & Maintenance Services For Photovoltaic Project

Submit pricing and any changes to O&M contract (Exhibit A to Appendix K).13. APSA Agreement Exhibit A Legal Description of Site

Bidder should provide a legal description of the site as well as conditional use permits, endangered species studies, historical artifacts reports and environmental assessments.

RFP Appendix A

1. RFP Appendix A-1: Not Used2. RFP Appendix A-2: Interconnection Agreement with PacifiCorp or Other

Interconnection UtilityBidder should provide a copy of the Interconnection Agreement.

3. RFP Appendix A-3B: APSA Permit Matrix SolarProvide the permit matrix applicable to the project.

4. RFP Appendix A-4: Calculation of Contract Power Rating (Performance Characterization)

Provide the assumptions and calculation showing how the rating of the facility has been determined.

5. RFP Appendix A-5: Project Single-Line Drawing and LayoutsProvide the project electrical single-line drawings and project site layout applicable to the project.

6. RFP Appendix A-6: Division of ResponsibilityComplete the Division of Responsibility matrix as it applies to the project.

7. RFP Appendix A-8: PVSyst Performance Summary ReportProvide a copy of: 1) PVSyst Performance Summary Report, 2) 12 month x 24 hourly profile (in Excel) and 3) an 8760 hourly profile (in Excel) performance. Also see notes on Solar Resource Information in RFP Appendix C-2).

8. RFP Appendix A-9: Product Data – Equipment Supply MatrixSubmit a completed Equipment Supply Matrix (All 6 folders).

9. RFP Appendix A-10: Performance GuaranteeSubmit a completed performance guarantee.

RFP 2015S Appendix F – Page 2

RFP APPENDIX F-2

Asset Purchase & Sale Agreement (APSA) DocumentsIncluding APSA Appendices

[INCLUDED AS SEPARATE ATTACHMENTS]

RFP 2015S Appendix F – Page 3

RFP APPENDIX F-3

EPC Instructions to Bidders

Items identified in italics below are actions/documents that Bidders should submit as part of Bidder’s EPC proposal.

General Proposal Description

1. RFP Appendix B Information Required in Bid ProposalBidder shall provide the project description as identified in Appendix B as it applies to an EPC.

2. RFP Appendix C-3 Bid Summary - Engineer Procure ConstructBidder shall complete forms and provide information required in Appendix C-3.

Appendices to the EPC Agreement

1. EPC Appendix B Critical Path ScheduleBidder should provide the preliminary critical path schedule.

2. EPC Appendix C Approved SubcontractorsBidder should provide list of proposed major suppliers and subcontractors to be used on the project.

3. EPC Appendix E-1 Module WarrantyBidder should provide a copy of the module warranty for the proposed modules to be used on the project.

4. EPC Appendix E-2 Tracker WarrantyBidder should provide a copy of the tracker warranty for the proposed tracking system to be used on the project.

5. EPC Appendix E-3 Inverter WarrantyBidder should provide a copy of the inverter warranty for the inverters proposed to be used on the project.

6. EPC Appendix E-4 Transformer WarrantyBidder should provide a copy of the transformer warranty for the main step up transformer(s) proposed to be used on the project.

7. EPC Appendix E-5 SCADA Monitoring System & Security Equipment WarrantyBidder should provide a copy of the SCADA monitoring system warranty and security equipment proposed to be used on the project.

8. EPC Appendix H Project Management TeamBidder should identify the key members of the proposed project management team to be used on the project.

9. EPC Appendix M Critical Milestones Bidder should provide a milestone schedule as described in this Appendix.

10. RFP Appendix G: Mutual Confidentiality AgreementSubmit a completed Mutual Confidentiality Agreement.

11. RFP Appendix H: Form 1- Pricing Input Sheet (Excel Spreadsheet)Submit a completed Form 1- Pricing Input Sheet (in Excel).

RFP 2015S Appendix F – Page 4

12. RFP Appendix K: General Services Contract – Operations & Maintenance Services For Photovoltaic Project

Submit pricing and any modified scope and terms O&M contract (Exhibit A to Appendix K).

RFP Appendix A

1. RFP Appendix A-2: Interconnection Agreement with PacifiCorpBidder should acknowledge requirements of the Interconnection Agreement.

2. RFP Appendix A-3: Permit Matrix SolarProvide the permit matrix applicable to the project.

3. RFP Appendix A-4: Calculation of Contract Power Rating (Performance Characterization)

Provide the assumptions and calculation showing how the rating of the facility has been determined.

4. RFP Appendix A-5: Project Single-Line Drawing and LayoutsProvide the project electrical single-line drawings and project site layout applicable to the project.

5. RFP Appendix A-6: Division of ResponsibilityComplete the Division of Responsibility matrix as it applies to the project.

6. RFP Appendix A-8: PVSyst Performance Summary ReportProvide a copy of: 1) PVSyst Performance Summary Report, 2) 12 month x 24 hourly profile (in Excel) and 3) an 8760 hourly profile (in Excel) performance. Prepare PVSyst Performance Summary Report in accordance with RFP Appendix A Utah Solar Photovoltaic Plant 2014 - Section A-1.1 (also see notes on Solar Resource Information in RFP Appendix C-3).

7. RFP Appendix A-9: Product Data – Equipment Supply MatrixSubmit a completed Equipment Supply Matrix (All 6 folders).

8. RFP Appendix A-10: Performance GuaranteeSubmit a completed performance guarantee.

RFP 2015S Appendix F – Page 5

RFP APPENDIX F-4

Engineer-Procure-Construct (EPC) DocumentsIncluding EPC Appendices

[INCLUDED AS SEPARATE ATTACHMENTS]

RFP 2015S Appendix F – Page 6

RFP APPENDIX G

Confidentiality Agreement

MUTUAL CONFIDENTIALITY AGREEMENT

This MUTUAL CONFIDENTIALITY AGREEMENT (this "Agreement") is entered into as of the __ day of ________, 2015, by and between PacifiCorp, an Oregon corporation ("PPW"), and _____________ ("Counterparty"); with reference to the following:

WHEREAS, PPW and Counterparty are discussing a bid proposed by Counterparty in response to the 2015S Solar Requests for Proposals, __________________ (the "Bid"), and in connection therewith the parties wish to exchange certain Confidential Information (as hereinafter defined), and require as a condition precedent execution of this Agreement;

NOW, THEREFORE, in consideration of the above and the mutual promises herein contained, the parties hereto agree as follows:

1. Confidential Information. "Confidential Information" means information made available by one party (the "Disclosing Party") to the other (the "Recipient") before or after the date hereof, that is in a writing marked conspicuously as “CONFIDENTIAL,” and is any of the following in relation to the Bid: (i) non-public financial information of the Disclosing Party or its proposed guarantor, if any, or (ii) the specifics of the price and business terms and conditions of the Bid. Confidential Information does not include information which at the time of disclosure: (i) is generally available to the public (other than as a result of disclosure by Recipient), (ii) was available to Recipient on a nonconfidential basis from a source other than a Disclosing Party not actually known by Recipient to be under a duty of confidentiality to a Disclosing Party, or (iii) independently developed by Recipient without reliance on the Confidential Information. Notwithstanding anything to the contrary herein, in no event will Confidential Information include the concept of constructing or providing energy from a power plant, using any specific fuel source, in any specific location.

2. Confidentiality; Disclosure. (a) Until the establishment of a docket or proceeding relating to the Bid before any public service commission, public utility commission, or other agency having jurisdiction over PacifiCorp, the Confidential Information will be kept confidential by Recipient and will not be used knowingly for any purpose by Recipient other than for the purpose set forth above and Recipient shall restrict the dissemination of the Confidential Information to its employees who have a need to see it. (b) Upon the establishment of a docket or proceeding relating to the Bid before any public service commission, public utility commission, or other agency having jurisdiction over PacifiCorp, Recipient’s obligations to

RFP 2015S Appendix G – Page 1

Disclosing Party with respect to the Confidential Information shall automatically be governed solely by the rules and procedures governing such docket and not by this Agreement.

3. Protective Order. Except as provided in Section 2(b) of this Agreement, if Recipient becomes legally compelled to disclose any Confidential Information, it shall provide Disclosing Party with prompt prior written notice so that Disclosing Party may seek a protective order or other appropriate remedy. If such protective order or other remedy is not obtained, Recipient shall (i) furnish only that portion of the Confidential Information which, in accordance with the advice of its own counsel, is legally required to be furnished, and (ii) exercise reasonable efforts to obtain assurances that confidential treatment will be accorded the Confidential Information so furnished. Notwithstanding the foregoing, and without limiting Section 2(b), the parties acknowledge that PPW is required by law or regulation to report certain information that could embody Confidential Information from time to time, and may do so from time to time without providing prior notice to Counterparty. Such reports include models, filings, and reports of PPW’s net power costs, general rate case filings, power cost adjustment mechanisms, FERC-required reporting such as those made on FERC Form 1, Form 12, or Form 714, market power and market monitoring reports, annual state reports that include resources and loads, integrated resource planning reports, reports to entities such as the North American Electric Reliability Council, Western Electricity Coordinating Council, Pacific Northwest Utility Coordinating Committee, Western Regional Generation Information System, or similar or successor organizations, or similar or successor forms, filings, or reports, the specific names of which may vary by jurisdiction, along with supporting documentation. Additionally, in regulatory proceedings in all state and federal jurisdictions in which it does business, PPW will from time to time be required to produce Confidential Information, and may do so without prior notice and use its business judgment in its compliance with all of the foregoing and the appropriate level of confidentiality it seeks for such disclosures.

4. Conduct of Process. Except for confidentiality agreements, none of PPW or Counterparty is under any obligation, and each party is free to elect not to consummate an agreement or to furnish or receive information. Nothing contained in this Agreement shall prevent PPW from negotiating with or entering into a definitive agreement with any other person or entity without prior notice to Counterparty. Until PPW and Counterparty enter into a definitive agreement, no contract or agreement or other investment or relationship shall be deemed to exist between them as a result of this Agreement, the issuance of a term sheet, the issuance, receipt, review or analysis of information, the negotiation of definitive documentation, or otherwise, and none of the foregoing shall be relied upon as the basis for an implied contract or a contract by estoppel.

5. Intellectual Property Rights. Nothing contained herein grants any rights respecting any intellectual property (whether or not trademarked, copyrighted or patented) or uses thereof.

6. Costs and Expenses. Except as otherwise provided in any other written agreement between the parties, the parties shall bear their own costs and expenses, including without limitation fees of counsel, accountants and other consultants and advisors.

RFP 2015S Appendix G – Page 2

7. Remedies. Disclosing Party shall be entitled to equitable relief, including injunction and specific performance, in the event of any breach hereof, in addition to all other remedies available to it at law or in equity. In no event shall any party be liable to the other for punitive or consequential damages for any alleged breach hereof. No failure or delay by a party in exercising any right, power or privilege hereunder will operate as a waiver, nor will any single or partial exercise or waiver of a right, power or privilege preclude any other or further exercise thereof. TO THE FULLEST EXTENT PERMITTED BY LAW, EACH OF THE PARTIES HERETO WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT. EACH PARTY FURTHER WAIVES ANY RIGHT TO CONSOLIDATE ANY ACTION IN WHICH A JURY TRIAL HAS BEEN WAIVED WITH ANY OTHER ACTION IN WHICH A JURY TRIAL CANNOT BE OR HAS NOT BEEN WAIVED.

8. Venue and Choice of Law. This Agreement is governed by the laws of the State of Oregon. Any suit, action or proceeding arising out of the subject matter hereof, or the interpretation, performance or breach hereof, shall be instituted in any State or Federal Court in Multnomah County, Oregon (the "Acceptable Forums"). Each party agrees that the Acceptable Forums are convenient to it, and each party irrevocably submits to the jurisdiction of the Accep-table Forums, and waives any and all objections to jurisdiction or venue that it may have any such suit, action or proceeding.

9. Miscellaneous. The term of this Agreement is two years from the date hereof. This Agreement constitutes the entire agreement of the parties relating to its subject matter, and supersedes all prior communications, representations, or agreements, verbal or written. This Agreement may only be waived or amended in writing. Notices hereunder shall be in writing and be effective when actually delivered. This Agreement may be executed in counterparts, each of which, when taken together, shall constitute one and the same original instrument. Neither party may assign or otherwise transfer its rights or delegate its duties hereunder without prior written consent, and any attempt to do so is void.

IN WITNESS WHEREOF, the undersigned parties have executed this Mutual Confidentiality Agreement as of the date first written above.

PACIFICORP __________________an Oregon corporation a ____________

By: _____________________ By: _____________________Its: _____________________ Its: ___________________

RFP 2015S Appendix G – Page 3

RFP APPENDIX H

FORM 1 - Pricing Input Sheet

[INCLUDED AS A SEPARATE ATTACHMENT]

RFP 2015 S Appendix H – Page 1

RFP APPENDIX I

FERC’S STANDARDS OF CONDUCT

As a transmission provider, PacifiCorp is required to comply with FERC’s Standards of Conduct which govern interactions between PacifiCorp’s Transmission Function and its Market Function. Under the Standards of Conduct, PacifiCorp’s Transmission Function employees must function independently of PacifiCorp’s Market Function employees. Market Function employees cannot have access to transmission control center or other transmission facilities or information systems that differ in any way from the access provided to non-affiliated transmission customers. The Standards of Conduct prohibit Market Function employees from gaining access to any information about PacifiCorp’s transmission system that is not posted on the OASIS or otherwise made publicly-available to all other market participants.

Under the Standards of Conduct, FERC will allow certain non-operating employees to be shared between the Transmission Function and Market Function. Under FERC’s “no-conduit rule”, shared employees may receive confidential transmission system or marketing information, but they are prohibited from sharing such information with Market Function employees through any non-public or off-OASIS communications.

Market Function EmployeesPacifiCorp has identified the following business groups as Market Function Business Units of PacifiCorp:

PacifiCorp, Energy Supply ManagementEnergy Trading Origination

Transmission Function EmployeesPacifiCorp’s Transmission Function includes: employees, contractors, consultants or agents of PacifiCorp who conducts transmission system operations or reliability functions, including, but not limited to, those who are engaged in day-to-day duties and responsibilities for planning, directing, or carrying out transmission-related operations.

Shared EmployeesPacifiCorp has identified Integrated Resource Planning, Structuring and Pricing, Marketing, and Trading Contracts, Environmental, Credit, Legal, and Risk Management as shared employee functions under FERC’s Standards of Conduct.

Information StatusPacifiCorp’s Market Function (as defined above) will not be involved in a Bidder’s transmission interconnection and integration with the control area. PacifiCorp’s employees will at all times abide by FERC’s Standards of Conduct. If an issue arises about compliance with FERC’s Standards of Conduct, PacifiCorp’s FERC Standards of Conduct Compliance Officer, Colt Norrish at 503-813-5545, should be contacted immediately.

RFP 2015S Appendix I – Page 1

RFP APPENDIX J

Qualified Reporting Entity Services AgreementC & T Master v2.2a; 03262013

[See PPA Exhibit 4.6 (2)]

Not required for APSA & EPC.

RFP 2015S Appendix J – Page 1

RFP APPENDIX K

General Services Contract-Operations & Maintenance Services for Photovoltaic Project

[INCLUDED AS A SEPARATE ATTACHMENT]

Not required for PPA.

RFP 2015S Appendix K – Page 1