Resource Adequacy

1. SCE RA solicitations will hereafter be referred to as the “Solicitation” or “RFO”. Each bid to buy from SCE and/or each offer to sell to SCE will be referred to as an “Offer”, and parties submitting such Offers will be referred to as “Respondent” or “Offeror”.
2. Any transaction(s) resulting from the solicitation will be documented in an executed applicable Confirmation under an executed Enabling Agreement between SCE and responder, as applicable.
3. SCE may, in its sole discretion, enter into transactions with one or more Respondents submitting offers.
4. SCE may, in its sole discretion, request a responder to modify their price, contract quantity, and/or RA attributes offered, or otherwise issue a counteroffer during the negotiation phase of the solicitation. 
5. SCE may execute a transaction with selected Respondents at any time during the negotiation phase or may choose to execute none. 
6. SCE retains the sole discretion to: (a) reject any offer in the event the offer does not provide adequate benefit to SCE’s customers; (b) formulate and implement appropriate criteria for the evaluation and selection of offers; and (c) negotiate with any responder to maximize the value for SCE’s customers.
7. In addition to the limitations on offers set forth in the specific instructions for each solicitation, SCE reserves the right, in its sole discretion, to limit the number of offers that can be submitted by any responder.
8. Respondents are required to meet all the terms and conditions of the solicitation to be eligible to compete in the solicitation process. Respondents are required to submit all requested information and follow all instructions contained in Solicitation Instructions, including, but not limited to, submitting conforming offers and Solicitation Documents in compliance with the solicitation schedule.
9. By participating in the solicitation, including, without limitation, by submitting an offer, responder agrees to all terms, conditions, representations, warranties, and covenants in associated with the solicitation. Other than the representations, warranties and covenants made by responder for the solicitation and the executed Confidentiality Agreement between SCE and responder, submittal of any document pertaining to the solicitation, including, without limitation, one or more offers, or receipt of any contingent selection, is not intended to, and does not, constitute a binding agreement of, or establish any obligation of SCE.
10. SCE reserves the right, at any time and during the solicitation in its sole discretion, to abandon the solicitation, to change any dates specified in the solicitation, to change the basis for the evaluation of offers, to terminate further participation in the solicitation process by any party, to accept any offer, to enter into any agreement, to evaluate the qualifications of any responder or the terms and conditions of any offer, to reject any or all offers, to prohibit or limit mutually exclusive and mutually inclusive offers, to change any form or document used in the solicitation, waive any irregularities, and otherwise modify the solicitation in any way, without notice and without assigning any reasons and without liability of Edison International, SCE, or any of their respective subsidiaries, affiliates, employees, officers, directors, other agents, and representatives. 
11. SCE shall have no obligation to consider any offer submitted by a responder. SCE will not reimburse any responder for any of its expenses related to the solicitation under any circumstances, regardless of whether the solicitation proceeds to execution of any transactions or is abandoned, and regardless of whether or not SCE enters into a transaction with the responder. SCE shall not be deemed to have accepted any such offer, and shall not be bound by any term thereof, unless and until an authorized representative of SCE executes a Confirmation with respect to such offer. The establishment, update, or modification of any regulatory requirement which potentially impacts SCE's decision regarding selection of offers may result in SCE revising any portion of any document related to the solicitation, including, without limitation, the elimination of one or more products sought hereunder and/or revising the schedule set forth herein.
12. SCE encourages Women-Owned, Minority-Owned, and Disabled Veteran-Owned Business Enterprises and Lesbian, Gay, Bisexual and/or Transgender Business Enterprises (“Diverse Business Enterprise(s)”) to participate in the solicitation. To be considered as a Diverse Business Enterprise, responder must provide a copy of a valid certificate that verifies responder’s Diverse Business Enterprise status. Information on SCE’s diversity supplier program can be found at: https://www.sce.com/partners/buying-selling/supplier-diversity. 
13. Diverse Business Enterprises are welcome to submit offers into the solicitation and FTAAs may be considered. However, depending on the term, quantity, and the resulting exposure related to any offers, an FTAA may not fulfill SCE’s collateral requirement in which case additional collateral will have to be arranged.
14. Further, as provided in Section 6.3 of CPUC General Order 156, SCE’s Supplier Diversity efforts include encouraging its Respondents to develop plans to utilize Diverse Business Enterprises subcontractors. SCE can help Respondents with identifying Diverse Business Enterprises for subcontracting opportunities.

By participating in the solicitation, including, without limitation, by submitting an offer, responder acknowledges and agrees that:

1. SCE may rely upon all of responder’s representations, warranties, and covenants in the solicitation (including, without limitation, in the specific instructions for each solicitation, in the Solicitation Documents and in any offer submitted by responder);
2. SCE may disclose information as set forth in the NDA and as described in the Solicitation Instructions; and
3. In SCE’s evaluation of offers pursuant to the solicitation, SCE has the right to disqualify a responder that is unwilling or unable to meet SCE’s credit requirements, or any other requirements of the solicitation, as determined by SCE in its sole discretion.
   
   BY PARTICIPATING IN THE SOLICITATION, INCLUDING, WITHOUT LIMITATION, BY SUBMITTING AN OFFER, RESPONDENT ACKNOWLEDGES AND AGREES THAT ANY BREACH BY RESPONDENT OF ANY OF THE REPRESENTATIONS, WARRANTIES AND COVENANTS IN THESE SOLICITATION INSTRUCTIONS AND ALL OTHER SOLICITATION DOCUMENTS SHALL CONSTITUTE GROUNDS FOR IMMEDIATE DISQUALIFICATION OF SUCH RESPONDENT, IN ADDITION TO ANY OTHER REMEDIES THAT MAY BE AVAILABLE TO SCE UNDER APPLICABLE LAW, AND DEPENDING ON THE NATURE OF THE BREACH, MAY ALSO BE GROUNDS FOR TERMINATING THE SOLICITATION IN ITS ENTIRETY, OR FOR PROHIBITING RESPONDER FROM PARTICIPATING IN FUTURE SOLICITATIONS OR PLACING ADDITIONAL REQUIREMENTS ON RESPONDER IN FUTURE SOLICITATIONS.
    

By participating in the solicitation, including, without limitation, by submitting an offer, responder (A) agrees to be bound by the conditions of the solicitation, including the terms of Solicitation Instructions; and (B) makes the following representations, warranties, and covenants to SCE, which representations, warranties, and covenants shall be deemed to be incorporated in their entireties into each of responder’s offers:

1. Responder has read, understands, and agrees to be bound by all terms, conditions and other provisions of the Solicitation Documents. 
2. Responder has had the opportunity to seek independent legal and financial advice of its own choosing with respect to the solicitation, the Solicitation Documents, and the Solicitation Instructions, including any exhibits to such documents.
3. Responder has obtained all necessary authorizations, approvals and waivers, if any, required by responder to submit its offer and, (a) required to enter into and execute, if necessary, any necessary Enabling Agreements in the form of the applicable Enabling Agreements negotiated with SCE and (b) required to enter into a transaction with SCE under the applicable executed Enabling Agreement (if required) for the respective products, in the form of the Confirmation, as applicable, negotiated with SCE. 
4. Responder’s offer complies with all applicable laws and regulations. 
5. Responder (a) has not engaged, and covenants that it will not engage, in any communications with any other actual or potential participant in the solicitation concerning the solicitation, price terms in responder’s offer, or related matters, without disclosure to SCE and a waiver by SCE of any applicable confidentiality provisions, including, but not limited to those set forth in the Confidentiality Agreement and these Solicitation Instructions, and (b) has not engaged in collusion or other unlawful or unfair business practices in connection with the solicitation. 
6. Each offer submitted by responder is an offer subject only to SCE’s contingent selection, in SCE’s sole discretion. 
7. The information and documents submitted by responder to SCE in connection with the solicitation are true and accurate as of the date of responder’s offer submittal. Responder covenants that it will promptly update such information upon any material change thereto.
    

By participating in the solicitation, including, without limitation, by submitting an offer:

1. Responder acknowledges and agrees that it is knowingly, voluntarily, and completely waiving 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 CPUC (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 solicitation or any unexecuted documents related to the solicitation, including, without limitation, all exhibits, attachments, and appendices thereto (“Waived Claims”). 
2. Responder acknowledges and agrees that if it asserts any Waived Claim at the CPUC, FERC, State Court, or Federal Court, or otherwise in any forum, to the extent that responder’s offer has not already been disqualified, SCE is entitled to automatically disqualify such offer from further consideration in the Solicitation or otherwise, and further, SCE may elect to terminate the Solicitation. 
3. Responder acknowledges and agrees that the sole forum in which responder may assert any challenge with respect to the conduct or results of the Solicitation is at the CPUC and that: (1) the sole means of challenging the conduct or results of the Solicitation is a complaint filed under Article 4, Complaints, of Division 1, Chapter 1 of Title 20, Public Utilities and Energy, of the California Code of Regulations, (2) the sole basis for any such complaint shall be that SCE allegedly failed in a material respect to conduct the solicitation generally consistent with Solicitation Instructions; and (3) the exclusive remedy available to responder in the case of such a complaint shall be an order of the CPUC that SCE engaged in conduct that the CPUC determines was not generally consistent with Solicitation Instructions or any documents related to the solicitation (including exhibits, attachments, and appendices). 
4. Responder 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 SCE elects to do otherwise in its sole discretion, during the pendency of such a complaint, the Solicitation and any related regulatory proceedings related to the Solicitation will continue as if the complaint had not been filed, unless the CPUC issues an order suspending the Solicitation or SCE has elected to terminate or suspend the Solicitation or any portion thereof.
5. Responder acknowledges and agrees that if responder asserts any Waived Claim, SCE shall be entitled to seek immediate dismissal of responder’s claim, complaint, or other challenge, with prejudice, by filing a motion to dismiss (or similar procedural device) supported by the language in Solicitation Instructions and that responder will not challenge or oppose such a request for dismissal. 
6. Responder acknowledges and agrees that if it asserts any Waived Claim, and if SCE successfully has that claim dismissed or transferred to the CPUC, responder shall pay SCE’s full costs and expenses incurred in seeking such dismissal or transfer, including, without limitation, reasonable attorneys’ fees and expenses. 
7. Responder agrees to indemnify and hold SCE harmless from any and all claims by any other party asserted in response to the assertion of any Waived Claim by responder and for reasonable costs and expenses, including, without limitation, reasonable attorneys’ fees, incurred by SCE or as a result of another responder’s complaint filing at the CPUC resulting from the Solicitation.
8. Except as expressly provided in the documents related to the solicitation, nothing herein, including, without limitation, responder’s waiver of any Waived Claims as set forth above, shall in any way limit or otherwise affect the rights and remedies of SCE.
    

1. SCE requires that Respondents post collateral (either cash or a letter of credit) for SCE’s exposure above an unsecured credit line, if any. Only investment grade-rated Respondents are eligible for an unsecured credit line. Alternatively, a responder may be eligible for an unsecured credit line by providing a guaranty from an investment grade-rated corporate parent (the “Guaranty”). A form of such guaranty can be provided by SCE upon request. SCE will not accept a Guaranty from third parties that are not affiliated with the responder. Respondents that are not rated or are rated below investment grade shall be required to post collateral for all of SCE’s exposure in addition to an independent amount. 
2. SCE is a California load-serving utility with investment grade credit ratings and substantial tangible net worth. Any offer that requires SCE to post collateral will be rejected by SCE. 
3. SCE reserves the right to disqualify Respondents that are unwilling or unable to meet these credit requirements. 
    

The solicitation may utilize a single pricing value process to assess all offers based on SCE’s most recent market forecast. All offers will initially be assessed for conformance with the requirements set forth in Solicitation Instructions. Respondents are responsible for the accuracy of all figures, calculations, and representations. In addition to the foregoing, there will be both quantitative and qualitative considerations involved with evaluating offers in accordance with the SCE Bundled Procurement Plan (BPP). Any offer within the solicitation will be considered a final offer which cannot be modified by responder, and which shall be subject to SCE's acceptance, execution and delivery, as determined by SCE in its sole discretion.

1. Quantitative Evaluation – The valuation of each offer considers cash flow components for both cost and revenue. These components are then netted and discounted to yield a Net Present Value (“NPV”) for each offer. The NPV is compared to other offers or potential combinations of offers to find the “Least Cost” selection set which meets SCE’s minimum procurement obligation. For the solicitation, SCE will be assessing the costs and benefits associated with each offer, which may include capacity payments, debt equivalence, potential credit and collateral adders, and SCE’s ascribed RA and Energy benefits. SCE will then select a set of offers with the goal of minimizing the cost to SCE’s customers while meeting the defined needs. 
2. Qualitative Evaluation – In addition to the quantitative factors described above, there are other factors which may impact the selection of an offer. These may include, among other factors, modifications to the SCE Pro Forma RA Confirmation, technology type, project viability, location within a Disadvantaged Community (“DAC”), adherence to the parameters for the solicitation, offers for flexible capacity, offers for local capacity, changes to the Solicitation Documents, counterparty concentration and creditworthiness.
    

1. SCE’s primary communication method for its solicitations is PowerAdvocate® or by email. SCE may, in its sole discretion, decline to respond to any email or other inquiry about the Solicitation without liability or responsibility.
2. On most but not all solicitations, SCE will have an Independent Evaluator to monitor the entire solicitation process.   The IE will have access to all materials and messaging, be privy to all offers, be invited to participate on negotiations and be copied on correspondence between SCE and bidders.  Questions regarding the integrity of the evaluation process may be directed to the IE identified in the Solicitation Instructions.
    

With respect to SCE and the IE, information provided by responder to SCE and the IE for purposes of the solicitation will be subject to (i) a fully executed NDA and (ii) all applicable CPUC disclosure requirements including, CPUC D.06-06-066.