SDG&E Auction for the Manzanita Wind Project

This Auction Instructions document sets forth the Manzanita Wind Project owned by San Diego Gas and Electric (“SDG&E”), the schedule, and process by which bids to buy SDG&E’s development rights to the Manzanita Wind Project (“Bids”) are to be submitted and evaluated in response to this Auction.

General

  1. SDG&E seeks to sell its California Manzanita Wind Project under a Purchase and Sale Agreement. SDG&E will sell this Wind Project through this Auction. The Energy Auction Instructions describes the schedule and process by which bids to buy an Energy Auction Product (“Bids”) are to be submitted by bidders (“Bidders”) and evaluated in response to this Auction. SDG&E invites all market participants to respond to this offer, as well as SDG&E’s reservation of rights as set forth in Section ”Reservation of rights” below.
  2. Any agreement entered into as a result of this Auction will be documented in a Purchase and Sale Agreement. 

Background

SDG&E completed preliminary development activities for a utility-owned generation wind project to be located in eastern San Diego County near the Boulevard substation. SDG&E was not successful in securing site control for the wind facility and is now seeking offers from potential buyers for its project.

Independent evaluator

SDG&E has retained an Independent Evaluator to oversee the preparation and administration of this Auction and provide independent feedback to the Commission’s Energy Division and to participate in SDG&E’s Procurement Review Group established by the Commission in D.02-08-071 (“PRG”). The Independent Evaluator, Sedway Consulting, Inc. (the “Independent Evaluator”), must be copied on all emails sent by Bidders to SDG&E, including, and especially, Bid submissions (at Alan.Taylor@sedwayconsulting.com).

Auction Product Description

In January 2010, SDG&E submitted a completed Interconnection Request to the CAISO for the proposed Manzanita Wind Project (Project) interconnecting to the CAISO controlled grid. The Queue Position is for an “energy only” wind powered generation facility with a net output of 57.5 MW to the Point of Interconnection (POI) located at the Boulevard Substation in Boulevard, CA. The revised proposed Commercial Operation Date (COD) of the Project is January 29, 2017. The Project occupies Queue Position number 583 in the CAISO Queue.

In accordance with Federal Energy Regulatory Commission (FERC) approved Generator Interconnection Procedures (GIP) for Interconnection Request in a Queue Cluster Window, this Project was studied in the Cluster 2, Phase I, Phase II, and a Re- Study of Phase II. The purpose of the Re-Study was to incorporate the Phase II assessment and determine which Network Upgrades that were identified in the original Phase II Study are still needed.  The final Re-Study Report was completed on June 4, 2012. The Interconnection Agreement with the CAISO is pending.

Auction Timeline and Process

SDG&E reserves the right at any time to change any dates specified in this Auction.

Auction Timeline

No.

Item

Date

1.

SDG&E posts Auction Instructions and Non-Disclosure Agreement (“NDA”); After October 20, 2014, SDG&E sends Final CAISO Report for the offered Manzanita Wind Project to stakeholders who have returned to SDG&E a fully executed NDA

September 22, 2014

2.

Stakeholder Meeting (NDA execution required prior for participation in the Stakeholder Process Meeting)

October 31, 2014

3.

Deadline to submit Notice of Intent

November 21, 2014

4.

Bids Deadline

10:00AM PPT
December 1, 2014

5.

SDG&E to notify successful Bidder and parties execute the Purchase/Sales Agreement

12:00PM  PPT
December 8, 2014

As noted in the Auction Schedule, SDG&E will not provide a copy of the Final CAISO Report to a stakeholder unless and until such stakeholder returns to SDG&E a fully executed NDA in the form posted on SDG&E’s website for this Auction. Bidders will not be permitted to participate in the stakeholder process meetings unless and until such Bidder returns to SDG&E a fully executed NDA in the form posted on SDG&E’s website for this Auction.

INTERESTED PARTIES MUST SUBMIT A FULLY EXECUTED NONDISCLOSURE AGREEMENT (NDA), DOCUMENT ATTACHED BELOW. 

Nondisclosure agreement (NDA)

Executed Nondisclosure Agreements must be converted to a PDF and e-mailed to mboldyreva@semprautilities.comDFrank@semprautilities.com and Alan.Taylor@sedwayconsulting.com, with a hard copy mailed to the following address:

Maria Boldyreva/Dan Frank,
Auction for Manzanita Wind Project
San Diego Gas and Electric
8315 Century Park Ct. CP21D
San Diego, CA 92123-1548

SDG&E will conduct at least one meeting to solicit input/interests from stakeholders. The location and time of the meeting will be made available at least one week prior the meeting.

Bid Submission

SDG&E must receive completed Bids prior to the date and time specified in the Auction Schedule. SDG&E will not be responsible for Bids received after the submittal deadline due to unsuccessful transmission or delivery of the Bid Form or any other information related to the Bids. Bids must be emailed to SDG&E and the Independent Evaluator at the following email addresses: 

Contact Information

The website address for this Auction is: http://www.sdge.com/sdge-auction-manzanita-wind-project

Any questions relating to this Energy Auction should be addressed to SDG&E via email at: mboldyreva@semprautilities.com and/or DFrank@semprautilities.com, with Alan.Taylor@sedwayconsulting.com copied as well.

Bid Evaluation Methodology

SDG&E, with oversight from the Independent Evaluator, will review the Bids, select the successful Bidder and execute a Purchase and Sale Agreement with the successful Bidder.  Selection will be made on the basis of the greatest cash price offered to SDG&E.

Reservation of rights

SDG&E reserves the right at any time, in its sole discretion, to abandon this Auction, to change any dates specified in this Auction, to change the basis for the evaluation of Bids, to terminate further participation in this process by any party, to accept any Bids or to enter into any Purchase and Sale Agreement , to evaluate the qualifications of any Bidder and/or the terms and conditions of any Bid, to reject any or all proposals or Bids, to prohibit or limit mutually exclusive Bids, to change any form, document, term or condition used in this Auction at any time during the Auction process (including, but not limited to, the policy of disclosing winning bid information described in Section “Bidder’s waiver of claims and limitation of remedies” below), or waive any irregularities, all without notice and without assigning any reasons and without incurring liability of SDG&E, SDG&E or any of their respective subsidiaries, affiliates or representatives to any Bidder or any other party. SDG&E shall have no obligation to consider any Bids submitted. SDG&E will not reimburse any Bidder for its expenses related to this Auction under any circumstances, regardless of whether the bidding process proceeds to a successful conclusion or is abandoned. SDG&E shall not be deemed to have accepted any Bid, and shall not be bound by any term thereof, unless and until an authorized representative of SDG&E executes with respect to any particular Purchase and Sale Agreement.

Confidentiality

All information provided by SDG&E to Bidder as part of this Auction shall be treated by Bidder as confidential as provided herein and in the NDA between Bidder and SDG&E, other than information that Bidder can establish is already publicly available. Accordingly, Bidder shall take all reasonable precautions to protect against the disclosure of this information to the public or to any third parties other than its officers, directors, employees, legal counsel, accountants, lenders and consultants who have a need to know for the purposes of evaluating the Auction and preparing and submitting a Bid in this Auction. Bidder agrees to use this information solely for the purpose of evaluating the Auction and preparing and submitting a Bid in this auction, and for no other purpose.

SDG&E and the Independent Evaluator may disclose any information about or disclosed by Bidder as a part of or regarding this Auction to the California Public Utilities Commission (“CPUC”), other regulatory and governmental entities or agencies and to the PRG, CAM Group and the California Independent System Operator (“CAISO”), and as set forth in the paragraph immediately below. SDG&E and the Independent Evaluator do not have any liability to any Bidder in the event of a disclosure of information about Bidder by any governmental or regulatory entity or agency or by the Commission, PRG, CAM Group or CAISO, or by any other person or entity. 

Bidder’s waiver of claims and limitation of remedies

By submitting a Bid, Bidder knowingly, voluntarily, and completely waives any rights under statute, regulation, state or federal constitution, or common law to assert any claim, complaint, or other challenge in any regulatory, judicial, or other forum, including without limitation, the Commission (except as expressly provided below), the Federal Energy Regulatory Commission (“FERC”), the Superior Court of the State of California (“State Court”) or any U.S. District Court (“Federal Court”) concerning or related in any way to the Energy Auction or any documents in the Energy Auction including all exhibits, attachments, and appendices thereto (“Waived Claims”). Bidder further expressly acknowledges and consents that if it asserts any Waived Claim at the Commission, FERC, State Court, or Federal Court, or otherwise in any forum, to the extent that Bidder’s Bid has not already been disqualified, SDG&E is entitled to automatically disqualify such Bid from further consideration in the Auction or otherwise, and further, SDG&E may elect to terminate the Auction. Bidder expressly waives any and all other remedies, including, without limitation, compensatory and/or exemplary damages, restitution, injunctive relief, interest, costs and/or attorneys’ fees. Unless SDG&E elects to do otherwise in its sole discretion, during the pendency of such a protest the Auction and any related regulatory proceedings related to the Auction will continue as if the protest had not been filed, unless the Commission issues an order suspending the Auction or SDG&E has elected to terminate or suspend the Auction or any portion thereof.

Bidder further acknowledges and agrees that if Bidder asserts any Waived Claim, SDG&E shall be entitled to seek immediate dismissal of Bidder’s claim, complaint, or other challenge, with prejudice, by filing a motion to dismiss (or similar procedural device) supported by the language in this Section  and that Bidder will not challenge or oppose such a request for dismissal. Bidder further acknowledges and agrees that if it asserts any Waived Claim, and if SDG&E successfully has that claim dismissed or transferred to the Commission, Bidder shall pay SDG&E’s full costs and expenses incurred in seeking such dismissal or transfer, including reasonable attorneys’ fees and expenses.

Bidder agrees to indemnify and hold SDG&E harmless from any and all claims by any other party asserted in response to the assertion of any Waived Claim by Bidder for reasonable costs and expenses, including reasonable attorneys’ fees, incurred by SDG&E or as a result of a Bidder’s protest to a filing at the CAISO, FERC or the Commission resulting from the Auction.

Except as expressly provided in these Auction Instructions and Bid Document, nothing herein, including Bidder’s waiver of any Waived Claims as set forth above, shall in any way limit or otherwise affect the rights and remedies of SDG&E.

Bidder’s Representations, warranties and Covenants; Binding Offers

By submitting a Bid, Bidder makes the following representations, warranties, and covenants to SDG&E, which representations, warranties, and covenants shall be deemed to be incorporated in their entireties into each of Bidder’s Bids. Bidder thus agrees to be bound by the conditions of the Auction, including these conditions, in submitting Bidder’s Bids. 

  1. Bidder has read, understands and agrees to be bound by all terms, conditions and other provisions of these Auction Instructions, the NDA between it and SDG&E and the Bid Form.

  2. Bidder has had the opportunity to seek independent legal and financial advice of its own choosing with respect to the Auction, the NDA and the Bid Document, including these Auction Instructions, including any appendices.

  3. Bidder acknowledges and agrees that, in SDG&Es evaluation of Bids pursuant to this Auction, SDG&E reserves the right to disqualify a Bidder that is unwilling or unable to meet any requirements of this Auction, as determined by SDG&E in its sole discretion.

  4. Bidder has obtained all necessary authorizations, approvals and waivers, if any, required by it as a condition of submitting its Bid and, if Bidder submits a Bid pursuant to the terms of these Auction Instructions, entering into a Purchase and Sell Agreement.
  5. Bidder is submitting its Bid in compliance with all applicable laws and regulations.
  6. Bidder (a) has not engaged, and covenants that it will not engage, in any communications with any other actual or potential participant in the Auction concerning this auction, price terms in Bidder’s Bid, or related matters, without disclosure to SDG&E and a waiver by SDG&E of any applicable confidentiality provisions, including, but not limited to, those set for the in the NDA between SDG&E and Bidder and these Auction Instructions, and (b) has not engaged in collusion or other unlawful or unfair business practices in connection with this Auction.
  7. If Bidder is eligible to submit a Bid in accordance with these Auction Instructions, any Bid so submitted is a binding offer subject only to SDG&E’s acceptance, in SDG&E’s sole discretion.
  8. The information submitted by Bidder to SDG&E in connection with this Auction, including information in the Auction Bid Form, and all supporting information submitted as part of the qualification and bid process as described herein, is true and accurate as of the date of Bidder’s Bid. Bidder also covenants that it will promptly update such information upon any material change thereto.
  9. Bidder acknowledges and agrees that: a) SDG&E may rely upon all Bidder’s representations, warranties, and covenants in these Auction Instructions, including all supporting information submitted, and in any final Bid submitted by Bidder (if Bidder submits a final Bid); and b) SDG&E may disclose information as set forth in Section “Bidder’s waiver of claims and limitation of remedies” above.
  10. BIDDER HEREBY ACKNOWLEDGES AND AGREES THAT ANY BREACH BY BIDDER OF ANY OF THE REPRESENTATIONS, WARRANTIES AND COVENANTS IN THESE ENERGY AUCTION INSTRUCTIONS AND ALL OTHER FINAL BID DOCUMENTS, IN ADDITION TO ANY OTHER REMEDIES THAT MAY BE AVAILABLE TO SDG&E UNDER APPLICABLE LAW, SHALL CONSTITUTE GROUNDS FOR IMMEDIATE DISQUALIFICATION OF SUCH BIDDER, AND, DEPENDING ON THE NATURE OF THE BREACH, MAY ALSO BE GROUNDS FOR TERMINATING THE AUCTION IN ITS ENTIRETY

All questions should be submitted to SDG&E at mboldyreva@semprautilities.com and/or DFrank@semprautilities.comwith Alan.Taylor@sedwayconsulting.com copied.  (At SDG&E’s discretion, answers to such questions will be posted on the Auction Website.)

SDG&E has also provided the following personnel as contacts for the Auction: Maria Boldyreva (858) 503-5133 and Dan Frank (858) 637-3764.