Section 83D Green Communities Act Bidders Conference April 2017

Today’s Bidder Conference All requirements, criteria, processes, and all other aspects of this solicitation are governed solely by the document titled Request For Proposals For Long-Term Contracts For Renewable Energy Projects, issued March 31, 2017. This Bidders Conference presentation and meeting are provided for discussion purposes only, and may not provide authoritative guidance regarding the solicitation. All answers provided at this forum are for information only. Official responses will be provided in writing to questions submitted to MARFP83D@gmail.com Representatives at today’s conference: Eversource Energy: Jeff Waltman National Grid: Tim Brennan Unitil: Lisa Glover Massachusetts Department of Energy Resources: Judith Judson

How We Got Here Objective: Solicit offers of Clean Energy Generation pursuant to Section 83D of the Green Communities Act RFP Drafting Process Joint filing by Utilities (Unitil, National Grid, Eversource Energy) and Massachusetts Department of Environmental Resources (DOER) Stakeholder input requested in December 2016 Attorney General consulted on solicitation method Independent Evaluator (Peregrine Energy) monitored and reported on solicitation process MA DPU Authorized RFP on March 27, 2017 RFP issued March 31, 2017

RFP Team Composition Evaluation Team – Massachusetts Distribution Companies and the DOER Evaluation Team Consultant – entity or entities that will contract with the Distribution Companies to assist the Evaluation Team with the technical methodologies and findings for eligible proposals Independent Evaluator – as required by Section 83D, the independent evaluator will monitor and report on the solicitation and bid selection process to ensure an open, fair and transparent solicitation and bid selection process Selection Team – Massachusetts Distribution Companies with DOER serving as an advisory participant: Eversource Energy, National Grid, Unitil

Clean Energy Generation “In order to facilitate the financing of clean energy generation resources, every distribution company shall jointly and competitively solicit proposals for clean energy generation and, provided that reasonable proposals have been received, shall enter into cost-effective long-term contracts for clean energy generation for an annual amount of electricity equal to approximately 9,450,000 megawatt-hours… by December 31, 2022.” [Section 83D] “Clean Energy Generation means: i) Firm Service Hydroelectric Generation from hydroelectric generation alone; ii) new Class I Renewable Portfolio Standard (RPS) eligible resources that are firmed up with Firm Service Hydroelectric Generation; or iii) new Class I RPS eligible resources” [Section 83D]

Hydroelectric Generation “Firm Service Hydroelectric Generation: Hydroelectric generation provided without interruption for one or more discrete periods designated in a long-term contract, including but not limited to multiple hydroelectric run-of-the- river generation units managed in a portfolio that creates firm service through the diversity of multiple units” [Section 83D] Incremental Hydroelectric Generation Firm Service Hydroelectric Generation that represents a net increase in MWh per year of hydroelectric generation from the bidder and/or affiliate as compared to the 3 year historical average and/or otherwise expected delivery of hydroelectric generation from the bidder and/or affiliate within or into the New England Control Area.

Environmental Attributes and RECs Environmental Attributes: GIS Certificates and any other present or future environmental benefits associated with the Firm Service Hydroelectric Generation energy deliveries contracted for as part of this RFP RECs: GIS Certificates and Environmental Benefits associated with New Class I RPS Resources

Bid Categories1 2.2.1.3 (i) Clean Energy Generation from Incremental Hydroelectric Generation via Long Term Contract 2.2.1.3 (ii) Clean Energy Generation from New Class I RPS Eligible Resources via Long Term Contract 2.2.1.3 (iii) Clean Energy Generation and Class I RECs/Environmental Attributes via Long Term Contract from a Combination of an Incremental Hydropower Generation and New Class I RPS Eligible Resources 2.2.1.3 (iv) Clean Energy Generation from Incremental Hydroelectric Generation and/or New Class I RPS Eligible Resource with Class I RECs and/or Environmental Attributes via Long Term Contract with a Transmission Project under FERC Tariff 1 Pursuant to Section 83D, Clean Energy Generation resources proposed may be paired with energy storage systems

Communication and Bid Submission All communications with the Evaluation Team must be submitted electronically to MARFP83D@gmail.com Section 1.7.3 – Bidders must submit a public version of each proposal and a confidential version Sensitive material must be redacted from the public version by the bidder The required public version will be posted to the Massachusetts Clean Energy website, macleanenergy.com The Evaluation Team can accept no responsibility for sensitive material appearing in the public version – this is strictly the responsibility of the bidder Copies of each version must be submitted by July 27, 2017 at Noon EPT to each of the entities identified in accordance with the instructions in the RFP Appendix H Bidders must submit the required non-refundable bid fee with each bid at the time of bid submission in accordance with the instructions in the RFP Appendix H

Bid Fee Example Bidders must submit the required non-refundable bid fee with each bid at the time of bid submission in accordance with the instructions in the RFP Appendix H Separate wire for each utility is required per instruction in RFP Appendix H The fee for one pricing offer is calculated as follows: Minimum bid fee $7,500 for a 20 MW Project Bid fee increases by $375 for each additional MW of Project size Maximum bid fee is $100,000 For each additional pricing offer only, for the same Project the additional bid fee is: $10,000 for a Project of less than 100 MW and $25,000 for all others If a Project wants to vary any other aspect of their bid a new bid fee is required Bid Fee Calculation Example 50 MW, with second pricing offer: $7,500 + (30 MW * $375) = $18,750; An additional fee of $10,000; $28,750 for both offers 200 MW, with second delivery location $7,500 + (180MW * $375) = $75,000; An additional bid fee of $75,000; $150,000 for both offers

Bid Completion Bids and Bid Forms must be complete in every aspect to fully describe their proposal(s) and enable a thorough review A redlined version of the applicable draft contract in a form that the bidder would be willing to sign must accompany each bid Both bid forms, Excel and Word form, must be filled out and every question answered in each of those bid forms For proposals including transmission, completion of transmission agreement in accordance with Appendix C-3

Overview of Process Stage 1 Proposals will be reviewed to ensure that they meet eligibility and threshold requirements Stage 2 Proposals will be evaluated based on specified quantitative and qualitative criteria Stage 3 Further evaluation of remaining proposals to ensure selection of viable low cost Clean Energy Generation projects Evaluation Team reserves the right, at any stage, to disqualify and eliminate from further consideration any proposal that it believes does not meet the requirements

Bid Evaluation – Stage 1 Each proposal will be subject to Stage 1 evaluation for eligibility criteria (more fully described in Section 2.2.1 of the RFP), including but not limited to: Eligibility Eligible bidder Eligible project Bidder disclosure of affiliations and affiliate relationships Interconnection and delivery requirements Minimum contract size Term length Capacity requirements Etc.

Bid Evaluation – Stage 1 (cont.) Each proposal will also be subject to Stage 1 evaluation for threshold criteria (more fully described in Section 2.2.2 of the RFP), including but not limited to: Threshold Site control – bidder must demonstrate that it has control or an irrevocable option to acquire control over the site for proposed generation project Transmission costs in the absence of energy delivery – for proposals including transmission, bidder must include complete critical path schedules for both elements of the project. The evaluation process will value more favorably proposals that include mechanisms to protect ratepayers from risks associated with payments for transmission costs when any associated Clean Energy Generation is absent, reduced or curtailed as compared to the Baseline Schedule Transmission cost containment, abandonment costs, security requirements, contribution to employment, economic development benefits, etc. Guaranteed energy delivery in winter months

Energy Delivery in Winter Months Section 83D requires that the proposed project must guarantee energy delivery in the winter months Winter Peak Period –Jan, Feb, and Dec and peak hours ending 0800 to hour ending 2300 on M-Friday, excluding NERC holidays Class I RPS eligible resources Guarantee 70% of energy in their delivery profile of the Winter Peak Period is delivered over the course of every Winter Peak Period Firm Service Hydroelectric Generation Guarantee delivery profile with no Winter Peak Period hour less than 60% of their highest annual single hourly delivery claimed in their annual delivery profile Class I RPS eligible resources firmed up with Firm Service Hydroelectric Generation Guarantee 70% of the non-firmed energy in their delivery profile of the Winter Peak Period is delivered over the course of every Winter Peak Period Total energy delivered from all of project’s resources meets or exceeds the submitted firm service delivery profile in all hours during the Winter Peak Period

Energy Delivery in Winter Months (cont.) Bidders who do not satisfy the guaranteed delivery requirements will be responsible for liquidated damages, for the energy not delivered, for the associated RECs and/or environmental attributes not provided and, as applicable, for associated transmission infrastructure support costs

Bid Evaluation – Stage 2 Proposals that pass Stage 1 will move to Stage 2 Stage 2 evaluation includes quantitative and qualitative analysis (more fully described in Section 2.3) A screening process to compare the economic competitiveness of each bid If the consensus view of the Evaluation Team is that a bid is not economically competitive it will be removed from consideration Bids will then be evaluated for the direct contract costs & benefits, as well as other costs & benefits to retail consumers (this portion of the evaluation is worth a maximum of 75 points out of a possible total score of 100 points) Mark-to-market comparison of the price of proposal to projected market prices of Energy and/or RECs Cost of transmission and expected benefits of revenue from sales of excess transmission capacity Additional economic and environmental costs and benefits (more fully described in Section 2.3.1.2)

Bid Evaluation – Stage 2 The qualitative portion of the evaluation is worth 25 points out of a total possible score of 100 points Criteria includes but is not limited to: Overall project viability Reliability Benefits Environmental Impacts from siting Economic benefits to the Commonwealth See Section 2.3.2 for full description

Bid Evaluation – Stage 3 Portfolio Analysis The Evaluation Team will evaluate the remaining proposals based on the Stage 2 evaluation criteria and, at their discretion, the following additional factors: Portfolio effect – impact of various portfolios of proposals on the Commonwealth's policy goals, and overall cost effectiveness Risk associated with project viability Benefits not captured in Stage 2 evaluation Any additional considerations, as appropriate, to ensure selection of proposal(s) which provide the greatest impact and value consistent with the stated objectives and requirements of Section 83D More fully described in Section 2.4

Contracting Bidders will be notified whether they have been selected to negotiate a PPA and/or transmission agreement; such selection does not guarantee that a contract will be awarded to bidder Selected Bidders will enter into separate contracts with each EDC if the negotiations are successful Bidders are responsible for satisfying all local, state and federal requirements, and making all necessary filings and submissions to obtain all approvals for their projects Each bidder will be responsible for posting 50 percent of their development period security with the EDCs at contract execution

Schedule Event Date(s) Issue RFP March 31, 2017 Bidders Conference April 25, 2017 Deadline for Submission of Questions May 2, 2017 Submit Notice of Intent to Bid Due Date for Submission of Proposals July 27, 2017 Selection of Projects for Negotiation January 25, 2018 Negotiate and Execute Long Term Contracts March 27, 2018 Submit Long Term Contracts for DPU Approval April 25, 2018

Today’s Q&A Protocol All answers provided at this forum are for information only Official responses will be provided in writing to questions submitted to MARFP83D@gmail.com When called on please announce your name and the entity you represent Panelists will attempt to answer questions but may call on other members of the team to assist