Common use of IE ACTIVITIES Clause in Contracts

IE ACTIVITIES. To fulfill the role of evaluating PG&E’s 2009 RPS RFO procurement process, several tasks were undertaken, both prior to Offer Opening and subsequently. Prior to Offer Opening, the IE performed several tasks to assess PG&E’s methodology for evaluating Offers: 2 CPUC Decision 06-05-039, May 25, 2006, “Opinion Conditionally Approving Procurement Plans for 2006 RPS Solicitations, Addressing XXX Benchmarking Methodology”, page 46 • Reviewed the 2009 RPS RFO Solicitation Protocol and its various attachments including the Forms of Power Purchase Agreement (PPA) and PG&E’s detailed description of its LCBF bid evaluation and selection process and criteria. • Examined the utility’s nonpublic protocols detailing how PG&E proposed to evaluate Offers against various criteria, including market valuation, portfolio fit, transmission adders, credit, project viability, and RPS goals. Also, Xxxxxx reviewed the nonpublic protocols regarding sites for development and ownership eligibility, which detail the treatment of these special cases in which developers offer land or the transfer of a completed generation project to utility ownership. These nonpublic internal protocols were evaluated to test whether they were consistent with the approved public Solicitation Protocol and whether the procedures, inputs, parameters, and standards were fair and reasonable. • Attended PG&E’s RPS Bidders’ Conference on July 21, 2009 to evaluate the information provided to potential Participants, and reviewed its list of registered attendees against PG&E’s master list of RFO contacts (used for outreach to potential Participants) and the list of parties providing a Notice of Intent to bid. • Reviewed the posting of questions and answers from the Bidders’ Conference on PG&E’s website to check whether information that was made available to conference attendees was also provided to other potential Participants. • Attended the RFO Bidders’ Workshop on August 3, 2009 to gauge to degree to which the utility sought to clarify the requirements for conforming Offer packages, and reviewed the website-posted question and answer transcript from that workshop to test whether the information was made available to all potential Participants. • Examined PG&E’s 2009 RFO master contact list; performed a detailed analysis of contacts with respect to industry and technology representation. • Interviewed members of PG&E’s evaluation committee and sub-committees regarding the process, data inputs and parameters, background industry and utility information, quantitative models, and other considerations taken into account in evaluating Offers against non-quantitative criteria and in performing market valuation of Offers. • Reviewed in detail various data inputs and parameters used in PG&E’s LCBF market valuation methodology. During the period between Offer Opening and PG&E’s development of a final short list for submittal to the CPUC, Xxxxxx’x activities included: • Participating in opening the Offers. The IE was present during the opening of each Offer, and observed the PG&E team’s initial review and process of recording and documenting basic information from each Offer. The IE took an electronic copy (where present) from each Offer package, and independently built a database for tracking the Offers. • Observing discussions of the PG&E evaluation committee regarding what additional information should be requested immediately from individual Participants to address material deficiencies (e.g. missing or unreadable electronic versions, missing Attachment D offer forms, clarification of ambiguous or apparently erroneous information) in an effort to ensure that each Offer included sufficient information to complete an evaluation and to minimize the number of Offers disqualified as non-conforming. • Reviewing the outbound correspondence (“deficiency letters”) from PG&E to Participants identifying issues with the completeness of the Offers and requesting clarification or additional information. Xxxxxx monitored other communications between PG&E and Participants to check for fairness in how non-public information was released. • Reading the Offers in detail. Xxxxxx particularly scrutinized Offers for utility purchase and those which provided options for utility buyout. • Observing PG&E evaluation committee discussions about which Offers to disqualify for nonconformance with the requirements of the Solicitation Protocol, and why. • Spot-checking Offer-specific data inputs to PG&E’s valuation model. • Spot-checking the assignment of individual Offers to transmission clusters or to local zones within the system controlled by the California Independent System Operator (CAISO). • Building an independent valuation model and using it to value the Offers. This served as a cross-check against PG&E’s LCBF market valuation model. The IE model used independent inputs and a different methodology than PG&E’s LCBF methodology. It was much simpler and lacked detail and granularity used in aspects of the PG&E model. Its main value was to provide an independent check on the ranking of Offers provided by PG&E’s valuation model and to scan for data input errors and differences in treatment of Offers between PG&E and the IE. Where variances in the ranking of Offers between the two models were large (and there were very few such situations) the cross-comparison was helpful in identifying such errors such as incorrect energy pricing, the inappropriate exclusion or inclusion of Resource Adequacy (RA) value, or inaccurate assignment of Transmission Ranking Cost Report (TRCR) adders. • Attending and participating in team discussions of PG&E’s evaluation committee for the 2009 RPS RFO as the conforming Offers were evaluated. This included discussing what scores were assigned to each Offer for the various non-valuation criteria, and why. It also included the discussions of what Offers should not be selected for specific reasons not directly related to valuation or project viability but related to other evaluation criteria or preferences. Participation provided an opportunity to test the objectivity, fairness, and reasonableness of how PG&E assessed Offers on these criteria and preferences. • Developing independent project viability scores for each Offer, using the ED’s version of the Project Viability Calculator. This served as a cross-comparison to check on the PG&E evaluation team’s scoring, and helped to surface ambiguities in the Calculator’s scoring criteria that could lead reasonable individuals to score Offers differently. It facilitated discussions that led both the PG&E team and the IE to revise their preliminary scores upon review and cross-check. • Reviewing PG&E’s scoring of each Offer for the criteria other than market valuation and project viability, testing for consistency and fairness in the treatment of projects. • Investigating in detail the second ranking of Offers incorporating transmission cost adders. PG&E’s Solicitation Protocol takes into account proxies for transmission network upgrade costs (both those in PG&E’s service territory and elsewhere) that may be required to incorporate increments of renewable generation likely to incur congestion. The protocol also provides for PG&E to consider “alternative commercial arrangements”, such as remarketing power, executing swaps, or buying non-firm transmission, to avoid transmission network upgrade costs. The data inputs for this analysis are complex and the analysis itself is time-consuming, but the second iteration of valuation that includes these adders has a significant impact on the value ranking of Offers. • Attending and participating in discussions of PG&E’s steering committee for the 2009 RPS RFO, as that leadership group made decisions about the logic for selecting a short list and approved proposed decisions for the short list. • Attending meetings of PG&E’s Procurement Review Group (PRG), including answering questions about the independent review and presenting a commentary on the selection process the utility proposed to use to construct a short list. Members of the PRG followed up with more specific questions about Offers, valuations, and project viability scores, to which Xxxxxx responded with more detail. • Offering PG&E’s evaluation committee and steering committee commentary based on independent opinion. In a few cases Xxxxxx provided specific suggestions on topics such as treatment of Offers interconnecting outside the CAISO or interpretation of guidelines for the Project Viability Calculator. Following PG&E’s preliminary selection of Offers for a short list, Xxxxxx’x activities focused on the project-specific discussions that ensued: • Monitoring communications with shortlisted and non-shortlisted Participants, including discussions in which the utility offered the latter an opportunity to be debriefed on the reasons why their Offers failed to be selected and to give feedback on the overall RFO process; • Discussing with the PG&E team the choices and decisions that were posed by shortlisted parties who sought changes in project selection or size; and • Providing independent counsel and suggestions to the PG&E team regarding decisions about the process, such as whether to provide time extensions to shortlisted Participants obligated to place deposits because other IOUs were late in their notifications about their short lists. • Observing negotiation sessions between PG&E transactors and short-listed developers, and reviewing draft term sheets and contracts for an analysis of concessions granted and variances from PG&E’s Form Agreement to assess the fairness of the negotiations.

IE ACTIVITIES. To fulfill the role of evaluating PG&E’s 2009 RPS RFO procurement process2011 solicitation, several tasks were undertaken, both prior to Offer Opening and subsequently. Prior to Offer OpeningOpening on June 22, the IE 2011, Xxxxxx performed several tasks to assess PG&E’s methodology for evaluating Offers: 2 • Reviewed the solicitation and its attachments including PG&E’s 2011 Form Agreements and description of the LCBF methodology and criteria. • Examined the utility’s nonpublic protocols detailing how PG&E would evaluate Offers against various criteria. • Attended PG&E’s Bidders’ Conference on May 19, 2011 to evaluate the information provided to potential Participants, and how that information was distributed. • Reviewed the list of registered attendees of the Bidders’ Conference against PG&E’s master list of RFO contacts (used for outreach to potential Participants). 4 CPUC Decision 06-05-039, May 25, 2006, “Opinion Conditionally Approving Procurement Plans for 2006 RPS Solicitations, Addressing XXX Benchmarking Methodology”, page 46 • Reviewed the 2009 RPS RFO Solicitation Protocol and its various attachments including the Forms of Power Purchase Agreement (PPA) and PG&E’s detailed description of its LCBF bid evaluation and selection process and criteria. • Examined the utility’s nonpublic protocols detailing how PG&E proposed to evaluate Offers against various criteria, including market valuation, portfolio fit, transmission adders, credit, project viability, and RPS goals. Also, Xxxxxx reviewed the nonpublic protocols regarding sites for development and ownership eligibility, which detail the treatment of these special cases in which developers offer land or the transfer of a completed generation project to utility ownership. These nonpublic internal protocols were evaluated to test whether they were consistent with the approved public Solicitation Protocol and whether the procedures, inputs, parameters, and standards were fair and reasonable. • Attended PG&E’s RPS Bidders’ Conference on July 21, 2009 to evaluate the information provided to potential Participants, and reviewed its list of registered attendees against PG&E’s master list of RFO contacts (used for outreach to potential Participants) and the list of parties providing a Notice of Intent to bid46. • Reviewed the posting of questions and answers from the Bidders’ Conference on PG&E’s public website to check whether information that was made available in- person to conference attendees was also provided to other potential Participants. • Attended the RFO Bidders’ Workshop on August 3, 2009 to gauge to degree to which the utility sought to clarify the requirements for conforming Offer packages, and reviewed the website-posted question and answer transcript from that workshop to test whether the information was made available to all potential Participants. • Examined PG&E’s 2009 2011 RFO master contact list; performed a detailed an analysis of contacts with respect to industry and technology representation. • Interviewed members of PG&E’s evaluation committee and sub-committees regarding details of the process, data inputs and parameters, background industry and utility information, quantitative models, and other considerations taken into account in evaluating Offers against non-quantitative criteria and in performing market valuation 2011 version of Offers. • Reviewed in detail various data inputs and parameters used in PG&Ethe utility’s LCBF market valuation methodologymethodology and its inputs. During the period between Offer Opening and PG&E’s development of a final short list for submittal to the CPUC, Xxxxxx’x activities included: • Participating in opening the Offers. The IE was present during Xxxxxx observed the opening of each Offer, Offer and observed the PG&E team’s initial review and process of recording and documenting basic information from team logging in each Offer. The IE took an electronic copy (where present) from of each Offer package, and independently built a database for tracking the Offers. • Observing discussions Reading portions of the PG&E evaluation committee regarding what additional information should be requested immediately from individual Participants to address material deficiencies (e.g. missing or unreadable electronic versions, missing Attachment D offer forms, clarification of ambiguous or apparently erroneous information) in an effort to ensure that each Offer included sufficient information to complete an evaluation and to minimize the number of Offers disqualified as non-conforming. • Reviewing the outbound correspondence (“deficiency letters”) from PG&E to Participants identifying issues with the completeness of the Offers and requesting clarification or additional information. Xxxxxx monitored other communications between PG&E and Participants to check for fairness in how non-public information was released. • Reading the Offers in detailOffer. Xxxxxx particularly scrutinized Offers for utility purchase and those which provided options for utility buyoutpurchase. • Observing PG&E evaluation committee discussions about which Offers to disqualify for nonconformance with the requirements of the Solicitation ProtocolFor PPA Offers, Xxxxxx focused on pricing, collateral, interconnection, permitting, technology, resource assessment, site control, and why. • Spot-checking Offer-specific data inputs to PG&E’s valuation model. • Spot-checking the assignment of individual Offers to transmission clusters or to local zones within the system controlled by the California Independent System Operator (CAISO)development and ownership experience descriptions in detail. • Building an independent valuation model and using it to value the Offers. This served as a cross-check against PG&E’s LCBF market valuation model. The IE model used independent inputs and a different methodology than PG&E’s LCBF methodology’s. It was much simpler and lacked detail and granularity used in aspects of the PG&E model. Its main value However, the independent valuation was to provide an independent check on useful for testing the PG&E team’s ranking of Offers provided by PG&E’s valuation model and to scan for data input errors and differences in treatment of Offers between PG&E and the IE. Where variances in the ranking of Offers between the two models were large (and there were very few such situations) the cross-comparison was helpful in identifying such errors such as incorrect energy pricing, the inappropriate exclusion or inclusion of Resource Adequacy (RA) value, or inaccurate assignment of Transmission Ranking Cost Report (TRCR) addersusing alternate assumptions. • Attending and participating in PG&E’s evaluation team discussions of PG&E’s evaluation committee for the 2009 RPS RFO as the conforming Offers were evaluated. This included discussing what scores were assigned to each Offer for the various non-valuation Offers, criteria, and why. It also included the discussions of what Offers should not be selected for specific reasons not directly related to valuation or project viability but related to other evaluation criteria or preferences. Participation provided an opportunity to test the objectivityissues, fairness, and reasonableness of how PG&E assessed Offers on these criteria and preferencesetc. • Developing independent project viability scores Scoring Offers independently for each Offerviability, using the ED’s 2011 version of the Project Viability Calculator. This served as a cross-comparison to check on The independently developed Offer valuations and viability scores provided part of the PG&E evaluation team’s scoring, and helped to surface ambiguities in basis for developing an independent view of the Calculator’s scoring criteria relative merit of Offers that could lead reasonable individuals to score Offers differently. It facilitated discussions that led both the PG&E team and the IE to revise their preliminary scores upon review and cross-checkselected or rejected. • Reviewing PG&E’s scoring of each Offer Offers for the criteria other than market valuation and project viability, testing for consistency and fairness in the treatment of projects. • Investigating in detail the second ranking of Offers incorporating transmission cost adders. PG&E’s Solicitation Protocol takes into account proxies for transmission network upgrade costs (both those in PG&E’s service territory and elsewhere) that may be required to incorporate increments of renewable generation likely to incur congestion. The protocol also provides for PG&E to consider “alternative commercial arrangements”, such as remarketing power, executing swaps, or buying non-firm transmission, to avoid transmission network upgrade costs. The data inputs for this analysis are complex and the analysis itself is time-consuming, but the second iteration of valuation that includes these adders has a significant impact on the value ranking of Offers. • Attending and participating in discussions meetings of PG&E’s steering committee for the 2009 RPS RFOcommittee, as that leadership group it made decisions about the logic for selecting a short list and approved proposed decisions selections for the short list. • Attending meetings of PG&E’s Procurement Review Group (PRG), including answering questions about the independent review solicitation and the Offers, and presenting a an independent commentary on and observations about the selection process the utility proposed to use to construct a short list. Members of the PRG followed up with more specific questions about Offers, valuations, and project viability scores, to which Xxxxxx responded with more detailRFO. • Offering PG&E’s evaluation committee team and steering committee commentary based on independent opinion. In a few cases Xxxxxx provided specific suggestions on particular topics such as treatment the feasibility of Offers interconnecting outside the CAISO or interpretation of guidelines for the Project Viability Calculatorspecific out-of-state transmission proposals. Following PG&E’s preliminary selection of Offers for a short listAdditionally, Xxxxxx’x activities focused in order to prepare this report on the contract with RE Kansas, Xxxxxx pursued project-specific discussions that ensuedactivities: • Monitoring communications with shortlisted and non-shortlisted Participants, including discussions in which the utility offered the latter an opportunity to be debriefed on the reasons why their Offers failed to be selected and to give feedback on the overall RFO process; • Discussing with the PG&E team the choices and decisions that were posed by shortlisted parties who sought changes in project selection or size; and • Providing independent counsel and suggestions to the PG&E team regarding decisions about the process, such as whether to provide time extensions to shortlisted Participants obligated to place deposits because other IOUs were late in their notifications about their short lists. • Observing Observed (telephonically) several negotiation sessions between PG&E transactors utility staff and short-listed developersRecurrent Energy’s commercial team; • Reviewed draft term sheets, draft contracts, and reviewing draft term sheets and contracts for other documents passed between the parties; • Performed an analysis of concessions granted and variances from PG&E’s Form Agreement to assess the fairness independent valuation of the negotiations.RE Kansas contract and evaluation of the project viability of the facility; • Compared the net value and pricing of the RE Kansas contract to peer groups consisting of alternative competing proposals available to PG&E.

IE ACTIVITIES. To fulfill the role of evaluating PG&E’s 2009 RPS RFO procurement process2011 solicitation, several tasks were undertaken, both prior to Offer Opening and subsequently. Prior to Offer OpeningOpening on June 22, the IE 2011, Xxxxxx performed several tasks to assess PG&E’s methodology for evaluating Offers: 2 • Reviewed the solicitation and its attachments including PG&E’s 2011 Form Agreements and description of the LCBF methodology and criteria. • Examined the utility’s nonpublic protocols detailing how PG&E would evaluate Offers against various criteria. • Attended PG&E’s Bidders’ Conference on May 19, 2011 to evaluate the information provided to potential Participants, and how that information was distributed. • Reviewed the list of registered attendees of the Bidders’ Conference against PG&E’s master list of RFO contacts (used for outreach to potential Participants). 3 CPUC Decision 06-05-039, May 25, 2006, “Opinion Conditionally Approving Procurement Plans for 2006 RPS Solicitations, Addressing XXX Benchmarking Methodology”, page 46 • Reviewed the 2009 RPS RFO Solicitation Protocol and its various attachments including the Forms of Power Purchase Agreement (PPA) and PG&E’s detailed description of its LCBF bid evaluation and selection process and criteria. • Examined the utility’s nonpublic protocols detailing how PG&E proposed to evaluate Offers against various criteria, including market valuation, portfolio fit, transmission adders, credit, project viability, and RPS goals. Also, Xxxxxx reviewed the nonpublic protocols regarding sites for development and ownership eligibility, which detail the treatment of these special cases in which developers offer land or the transfer of a completed generation project to utility ownership. These nonpublic internal protocols were evaluated to test whether they were consistent with the approved public Solicitation Protocol and whether the procedures, inputs, parameters, and standards were fair and reasonable. • Attended PG&E’s RPS Bidders’ Conference on July 21, 2009 to evaluate the information provided to potential Participants, and reviewed its list of registered attendees against PG&E’s master list of RFO contacts (used for outreach to potential Participants) and the list of parties providing a Notice of Intent to bid46. • Reviewed the posting of questions and answers from the Bidders’ Conference on PG&E’s public website to check whether information that was made available in- person to conference attendees was also provided to other potential Participants. • Attended the RFO Bidders’ Workshop on August 3, 2009 to gauge to degree to which the utility sought to clarify the requirements for conforming Offer packages, and reviewed the website-posted question and answer transcript from that workshop to test whether the information was made available to all potential Participants. • Examined PG&E’s 2009 2011 RFO master contact list; performed a detailed an analysis of contacts with respect to industry and technology representation. • Interviewed members of PG&E’s evaluation committee and sub-committees regarding details of the process, data inputs and parameters, background industry and utility information, quantitative models, and other considerations taken into account in evaluating Offers against non-quantitative criteria and in performing market valuation 2011 version of Offers. • Reviewed in detail various data inputs and parameters used in PG&Ethe utility’s LCBF market valuation methodologymethodology and its inputs. During the period between Offer Opening and PG&E’s development of a final short list for submittal to the CPUC, Xxxxxx’x activities included: • Participating in opening the Offers. The IE was present during Xxxxxx observed the opening of each Offer, Offer and observed the PG&E team’s initial review and process of recording and documenting basic information from team logging in each Offer. The IE took an electronic copy (where present) from of each Offer package, and independently built a database for tracking the Offers. • Observing discussions Reading portions of the PG&E evaluation committee regarding what additional information should be requested immediately from individual Participants to address material deficiencies (e.g. missing or unreadable electronic versions, missing Attachment D offer forms, clarification of ambiguous or apparently erroneous information) in an effort to ensure that each Offer included sufficient information to complete an evaluation and to minimize the number of Offers disqualified as non-conforming. • Reviewing the outbound correspondence (“deficiency letters”) from PG&E to Participants identifying issues with the completeness of the Offers and requesting clarification or additional information. Xxxxxx monitored other communications between PG&E and Participants to check for fairness in how non-public information was released. • Reading the Offers in detailOffer. Xxxxxx particularly scrutinized Offers for utility purchase and those which provided options for utility buyoutpurchase. • Observing PG&E evaluation committee discussions about which Offers to disqualify for nonconformance with the requirements of the Solicitation ProtocolFor PPA Offers, Xxxxxx focused on pricing, collateral, interconnection, permitting, technology, resource assessment, site control, and why. • Spot-checking Offer-specific data inputs to PG&E’s valuation model. • Spot-checking the assignment of individual Offers to transmission clusters or to local zones within the system controlled by the California Independent System Operator (CAISO)development and ownership experience descriptions in detail. • Building an independent valuation model and using it to value the Offers. This served as a cross-check against PG&E’s LCBF market valuation model. The IE model used independent inputs and a different methodology than PG&E’s LCBF methodology’s. It was much simpler and lacked detail and granularity used in aspects of the PG&E model. Its main value However, the independent valuation was to provide an independent check on useful for testing the PG&E team’s ranking of Offers provided by PG&E’s valuation model and to scan for data input errors and differences in treatment of Offers between PG&E and the IE. Where variances in the ranking of Offers between the two models were large (and there were very few such situations) the cross-comparison was helpful in identifying such errors such as incorrect energy pricing, the inappropriate exclusion or inclusion of Resource Adequacy (RA) value, or inaccurate assignment of Transmission Ranking Cost Report (TRCR) addersusing alternate assumptions. • Attending and participating in PG&E’s evaluation team discussions of PG&E’s evaluation committee for the 2009 RPS RFO as the conforming Offers were evaluated. This included discussing what scores were assigned to each Offer for the various non-valuation Offers, criteria, and why. It also included the discussions of what Offers should not be selected for specific reasons not directly related to valuation or project viability but related to other evaluation criteria or preferences. Participation provided an opportunity to test the objectivityissues, fairness, and reasonableness of how PG&E assessed Offers on these criteria and preferencesetc. • Developing independent project viability scores Scoring Offers independently for each Offerviability, using the ED’s 2011 version of the Project Viability Calculator. This served as a cross-comparison to check on The independently developed Offer valuations and viability scores provided part of the PG&E evaluation team’s scoring, and helped to surface ambiguities in basis for developing an independent view of the Calculator’s scoring criteria relative merit of Offers that could lead reasonable individuals to score Offers differently. It facilitated discussions that led both the PG&E team and the IE to revise their preliminary scores upon review and cross-checkselected or rejected. • Reviewing PG&E’s scoring of each Offer Offers for the criteria other than market valuation and project viability, testing for consistency and fairness in the treatment of projects. • Investigating in detail the second ranking of Offers incorporating transmission cost adders. PG&E’s Solicitation Protocol takes into account proxies for transmission network upgrade costs (both those in PG&E’s service territory and elsewhere) that may be required to incorporate increments of renewable generation likely to incur congestion. The protocol also provides for PG&E to consider “alternative commercial arrangements”, such as remarketing power, executing swaps, or buying non-firm transmission, to avoid transmission network upgrade costs. The data inputs for this analysis are complex and the analysis itself is time-consuming, but the second iteration of valuation that includes these adders has a significant impact on the value ranking of Offers. • Attending and participating in discussions meetings of PG&E’s steering committee for the 2009 RPS RFOcommittee, as that leadership group it made decisions about the logic for selecting a short list and approved proposed decisions selections for the short list. • Attending meetings of PG&E’s Procurement Review Group (PRG), including answering questions about the independent review solicitation and the Offers, and presenting a an independent commentary on and observations about the selection process the utility proposed to use to construct a short list. Members of the PRG followed up with more specific questions about Offers, valuations, and project viability scores, to which Xxxxxx responded with more detailRFO. • Offering PG&E’s evaluation committee team and steering committee commentary based on independent opinion. In a few cases Xxxxxx provided specific suggestions on particular topics such as treatment the feasibility of Offers interconnecting outside the CAISO or interpretation of guidelines for the Project Viability Calculatorspecific out-of-state transmission proposals. Following PG&E’s preliminary selection of Offers for a short listAdditionally, Xxxxxx’x activities focused in order to prepare this report on the bilateral negotiations to amend the contract with Liberty V Biofuels Power, Xxxxxx pursued project-specific discussions that ensuedactivities: • Monitoring communications with shortlisted and non-shortlisted Participants, including discussions in which the utility offered the latter an opportunity to be debriefed on the reasons why their Offers failed to be selected and to give feedback on the overall RFO process; • Discussing with the PG&E team the choices and decisions that were posed by shortlisted parties who sought changes in project selection or size; and • Providing independent counsel and suggestions to the PG&E team regarding decisions about the process, such as whether to provide time extensions to shortlisted Participants obligated to place deposits because other IOUs were late in their notifications about their short lists. • Observing Observed (telephonically) several negotiation sessions between PG&E transactors utility staff and short-listed developersLiberty V’s commercial team; • Reviewed draft term sheets, draft contracts, and reviewing draft term sheets and contracts for other documents passed between the parties; • Performed an analysis of concessions granted and variances from PG&E’s Form Agreement to assess the fairness independent valuation of the negotiations.Liberty V Biofuels Power contract and evaluation of the project viability of the facility; • Reviewed information provided by Liberty Energy Resources’ staff about the economics of the project and its financing plans; • Compared the net value and pricing of the Liberty V contract to peer groups consisting of alternative competing proposals available to PG&E.

IE ACTIVITIES. To fulfill the role of evaluating PG&E’s 2009 RPS RFO procurement processthe proposed CMS2 contract, several tasks were undertaken, both prior to Offer Opening and subsequently. Prior to Offer Opening, the IE Xxxxxx Seco had performed several of these tasks to assess within its work scope of serving as IE for PG&E’s methodology for evaluating Offers: 2 CPUC Decision 06-05-039, May 25, 2006, “Opinion Conditionally Approving Procurement Plans for 2006 2008 and 2009 RPS Solicitations, Addressing XXX Benchmarking Methodology”, page 46 competitive solicitations; these prior activities were directly relevant to the evaluation of the CMS2 contract. • Reviewed the 2009 RPS RFO Solicitation Protocol and its various attachments including the Forms of Power Purchase Agreement (PPA) and PG&E’s detailed description of its LCBF bid evaluation and selection process and criteria. • Examined the utility’s nonpublic protocols detailing how PG&E evaluates proposed to evaluate Offers contracts against various criteria, including market valuation, portfolio fit, transmission adders, credit, project viability, and RPS goals. Also, Xxxxxx reviewed the nonpublic protocols regarding sites for development and ownership eligibility, which detail the treatment of these special cases in which developers offer land or the transfer of a completed generation project to utility ownership. These nonpublic internal protocols were evaluated to test whether they were consistent with the approved public Solicitation Protocol and whether the procedures, inputs, parameters, and standards were fair and reasonable. • Attended PG&E’s RPS Bidders’ Conference on July 21, 2009 to evaluate the information provided to potential Participants, and reviewed its list of registered attendees against PG&E’s master list of RFO contacts (used for outreach to potential Participants) and the list of parties providing a Notice of Intent to bid. • Reviewed the posting of questions and answers from the Bidders’ Conference on PG&E’s website to check whether information that was made available to conference attendees was also provided to other potential Participants. • Attended the RFO Bidders’ Workshop on August 3, 2009 to gauge to degree to which the utility sought to clarify the requirements for conforming Offer packages, and reviewed the website-posted question and answer transcript from that workshop to test whether the information was made available to all potential Participants. • Examined PG&E’s 2009 RFO master contact list; performed a detailed analysis of contacts with respect to industry and technology representation. 1 CPUC Decision 06-05-039, May 25, 2006, “Opinion Conditionally Approving Procurement Plans for 2006 RPS Solicitations, Addressing XXX Benchmarking Methodology”, page 46 • Interviewed members of PG&E’s evaluation committee and sub-committees regarding the process, data inputs and parameters, background industry and utility information, quantitative models, and other considerations taken into account in evaluating Offers contracts against non-quantitative criteria and in performing market valuation of Offerscontracts. • Reviewed in detail various data inputs and parameters used in PG&E’s LCBF market valuation methodology. During the period between Offer Opening and PG&E’s development of a final short list for submittal to the CPUC, Xxxxxx’x activities included: • Participating in opening the Offers. The IE was present during the opening of each Offer, and observed the PG&E team’s initial review and process of recording and documenting basic information from each Offer. The IE took an electronic copy (where present) from each Offer package, and independently built a database for tracking the Offers. • Observing discussions of the PG&E evaluation committee regarding what additional information should be requested immediately from individual Participants to address material deficiencies (e.g. missing or unreadable electronic versions, missing Attachment D offer forms, clarification of ambiguous or apparently erroneous information) in an effort to ensure that each Offer included sufficient information to complete an evaluation and to minimize the number of Offers disqualified as non-conforming. • Reviewing the outbound correspondence (“deficiency letters”) from PG&E to Participants identifying issues with the completeness of the Offers and requesting clarification or additional information. Xxxxxx monitored other communications between PG&E and Participants to check for fairness in how non-public information was released. • Reading the Offers in detail. Xxxxxx particularly scrutinized Offers for utility purchase and those which provided options for utility buyout. • Observing PG&E evaluation committee discussions about which Offers to disqualify for nonconformance with the requirements of the Solicitation Protocol, and why. • Spot-checking Offerchecked contract-specific data inputs to PG&E’s valuation model. • Spot-checking checked the assignment of individual Offers projects to transmission clusters or to local zones within the system controlled by the California Independent System Operator (CAISO). • Building Built an independent valuation model and using it to value the Offersproposed contracts. This served as a cross-check against PG&E’s LCBF market valuation model. The IE model used independent inputs and a different methodology than PG&E’s LCBF methodology. It was much simpler and lacked detail and granularity used in aspects of the PG&E model. Its main value was to provide an independent check on the ranking of Offers contracts provided by PG&E’s valuation model and to scan for data input errors and differences in treatment of Offers contracts between PG&E and the IE. Where variances in the ranking of Offers contracts between the two models were large (and there were very few such situations) the cross-comparison was helpful in identifying such errors such as incorrect energy pricing, the inappropriate exclusion or inclusion of Resource Adequacy (RA) value, or inaccurate assignment of Transmission Ranking Cost Report (TRCR) adders. • Attending and participating in team discussions of PG&E’s evaluation committee for the 2009 RPS RFO as the conforming Offers were evaluated. This included discussing what scores were assigned to each Offer for the various non-valuation criteria, and why. It also included the discussions of what Offers should not be selected for specific reasons not directly related to valuation or project viability but related to other evaluation criteria or preferences. Participation provided an opportunity to test the objectivity, fairness, and reasonableness of how PG&E assessed Offers on these criteria and preferences. • Developing Developed independent project viability scores for each Offercontract, using the ED’s version of the Project Viability Calculator. This served as a cross-comparison to check on the PG&E evaluation team’s scoring, and helped to surface ambiguities in the Calculator’s scoring criteria that could lead reasonable individuals to score Offers contracts differently. It facilitated discussions that led both the PG&E team and the IE to revise their preliminary scores upon review and cross-check. • Reviewing Reviewed PG&E’s scoring evaluation of each Offer for contract on the criteria other than market valuation and project viability, testing for consistency and fairness in the treatment of projectscontracts. • Investigating in detail the second ranking of Offers incorporating transmission cost adders. PG&E’s Solicitation Protocol takes into account proxies for transmission network upgrade costs (both those in PG&E’s service territory and elsewhere) that may be required to incorporate increments of renewable generation likely to incur congestion. The protocol also provides for PG&E to consider “alternative commercial arrangements”, such as remarketing power, executing swaps, or buying non-firm transmission, to avoid transmission network upgrade costs. The data inputs for this analysis are complex and the analysis itself is time-consuming, but the second iteration of valuation that includes these adders has a significant impact on the value ranking of Offers. • Attending and participating in discussions of PG&E’s steering committee for the 2009 RPS RFO, as that leadership group made decisions about the logic for selecting a short list and approved proposed decisions for the short list. • Attending Attended meetings of PG&E’s Procurement Review Group (PRG), including answering questions about the independent review and presenting a commentary on the selection process the utility proposed to use to construct a short list. Members of the PRG followed up with more specific questions about Offerscontracts, valuations, and project viability scores, to which Xxxxxx responded with more detail. • Offering PG&E’s evaluation committee and steering committee commentary based on independent opinion. In a few cases Xxxxxx provided specific suggestions on topics such as treatment of Offers interconnecting outside Reviewed documents that passed between the CAISO or interpretation of guidelines for two parties during the Project Viability Calculator. Following PG&E’s preliminary selection of Offers for a short list, Xxxxxx’x activities focused on the project-specific discussions that ensued: • Monitoring communications with shortlisted and non-shortlisted Participantsnegotiation, including discussions in which the utility offered the latter an opportunity to be debriefed on the reasons why their Offers failed to be selected and to give feedback on the overall RFO process; • Discussing with the PG&E team the choices and decisions that were posed by shortlisted parties who sought changes in project selection or size; and • Providing independent counsel and suggestions to the PG&E team regarding decisions about the process, such as whether to provide time extensions to shortlisted Participants obligated to place deposits because other IOUs were late in their notifications about their short lists. • Observing negotiation sessions between PG&E transactors and short-listed developers, and reviewing draft term sheets and contracts for an analysis of concessions granted and variances from PG&E’s Form Agreement to assess the fairness of the negotiationscontracts.

IE ACTIVITIES. To fulfill the role of evaluating PG&E’s 2009 RPS RFO procurement process2011 solicitation, several tasks were undertaken, both prior to Offer Opening and subsequently. Prior to Offer OpeningOpening on June 22, the IE 2011, Xxxxxx performed several tasks to assess PG&E’s methodology for evaluating Offers: 2 • Reviewed the solicitation and its attachments including PG&E’s 2011 Form Agreements and description of the LCBF methodology and criteria. • Examined the utility’s nonpublic protocols detailing how PG&E would evaluate Offers against various criteria. • Attended PG&E’s Bidders’ Conference on May 19, 2011 to evaluate the information provided to potential Participants, and how that information was distributed. • Reviewed the list of registered attendees of the Bidders’ Conference against PG&E’s master list of RFO contacts (used for outreach to potential Participants). 3 CPUC Decision 06-05-039, May 25, 2006, “Opinion Conditionally Approving Procurement Plans for 2006 RPS Solicitations, Addressing XXX Benchmarking Methodology”, page 46 • Reviewed the 2009 RPS RFO Solicitation Protocol and its various attachments including the Forms of Power Purchase Agreement (PPA) and PG&E’s detailed description of its LCBF bid evaluation and selection process and criteria. • Examined the utility’s nonpublic protocols detailing how PG&E proposed to evaluate Offers against various criteria, including market valuation, portfolio fit, transmission adders, credit, project viability, and RPS goals. Also, Xxxxxx reviewed the nonpublic protocols regarding sites for development and ownership eligibility, which detail the treatment of these special cases in which developers offer land or the transfer of a completed generation project to utility ownership. These nonpublic internal protocols were evaluated to test whether they were consistent with the approved public Solicitation Protocol and whether the procedures, inputs, parameters, and standards were fair and reasonable. • Attended PG&E’s RPS Bidders’ Conference on July 21, 2009 to evaluate the information provided to potential Participants, and reviewed its list of registered attendees against PG&E’s master list of RFO contacts (used for outreach to potential Participants) and the list of parties providing a Notice of Intent to bid46. • Reviewed the posting of questions and answers from the Bidders’ Conference on PG&E’s public website to check whether information that was made available in- person to conference attendees was also provided to other potential Participants. • Attended the RFO Bidders’ Workshop on August 3, 2009 to gauge to degree to which the utility sought to clarify the requirements for conforming Offer packages, and reviewed the website-posted question and answer transcript from that workshop to test whether the information was made available to all potential Participants. • Examined PG&E’s 2009 2011 RFO master contact list; performed a detailed an analysis of contacts with respect to industry and technology representation. • Interviewed members of PG&E’s evaluation committee and sub-committees regarding details of the process, data inputs and parameters, background industry and utility information, quantitative models, and other considerations taken into account in evaluating Offers against non-quantitative criteria and in performing market valuation 2011 version of Offers. • Reviewed in detail various data inputs and parameters used in PG&Ethe utility’s LCBF market valuation methodologymethodology and its inputs. During the period between Offer Opening and PG&E’s development of a final short list for submittal to the CPUC, Xxxxxx’x activities included: • Participating in opening the Offers. The IE was present during Xxxxxx observed the opening of each Offer, Offer and observed the PG&E team’s initial review and process of recording and documenting basic information from team logging in each Offer. The IE took an electronic copy (where present) from of each Offer package, and independently built a database for tracking the Offers. • Observing discussions Reading portions of the PG&E evaluation committee regarding what additional information should be requested immediately from individual Participants to address material deficiencies (e.g. missing or unreadable electronic versions, missing Attachment D offer forms, clarification of ambiguous or apparently erroneous information) in an effort to ensure that each Offer included sufficient information to complete an evaluation and to minimize the number of Offers disqualified as non-conforming. • Reviewing the outbound correspondence (“deficiency letters”) from PG&E to Participants identifying issues with the completeness of the Offers and requesting clarification or additional information. Xxxxxx monitored other communications between PG&E and Participants to check for fairness in how non-public information was released. • Reading the Offers in detailOffer. Xxxxxx particularly scrutinized Offers for utility purchase and those which provided options for utility buyoutpurchase. • Observing PG&E evaluation committee discussions about which Offers to disqualify for nonconformance with the requirements of the Solicitation ProtocolFor PPA Offers, Xxxxxx focused on pricing, collateral, interconnection, permitting, technology, resource assessment, site control, and why. • Spot-checking Offer-specific data inputs to PG&E’s valuation model. • Spot-checking the assignment of individual Offers to transmission clusters or to local zones within the system controlled by the California Independent System Operator (CAISO)development and ownership experience descriptions in detail. • Building an independent valuation model and using it to value the Offers. This served as a cross-check against PG&E’s LCBF market valuation model. The IE model used independent inputs and a different methodology than PG&E’s LCBF methodology’s. It was much simpler and lacked detail and granularity used in aspects of the PG&E model. Its main value However, the independent valuation was to provide an independent check on useful for testing the PG&E team’s ranking of Offers provided by PG&E’s valuation model and to scan for data input errors and differences in treatment of Offers between PG&E and the IE. Where variances in the ranking of Offers between the two models were large (and there were very few such situations) the cross-comparison was helpful in identifying such errors such as incorrect energy pricing, the inappropriate exclusion or inclusion of Resource Adequacy (RA) value, or inaccurate assignment of Transmission Ranking Cost Report (TRCR) addersusing alternate assumptions. • Attending and participating in PG&E’s evaluation team discussions of PG&E’s evaluation committee for the 2009 RPS RFO as the conforming Offers were evaluated. This included discussing what scores were assigned to each Offer for the various non-valuation Offers, criteria, and why. It also included the discussions of what Offers should not be selected for specific reasons not directly related to valuation or project viability but related to other evaluation criteria or preferences. Participation provided an opportunity to test the objectivityissues, fairness, and reasonableness of how PG&E assessed Offers on these criteria and preferencesetc. • Developing independent project viability scores Scoring Offers independently for each Offerviability, using the ED’s 2011 version of the Project Viability Calculator. This served as a cross-comparison to check on The independently developed Offer valuations and viability scores provided part of the PG&E evaluation team’s scoring, and helped to surface ambiguities in basis for developing an independent view of the Calculator’s scoring criteria relative merit of Offers that could lead reasonable individuals to score Offers differently. It facilitated discussions that led both the PG&E team and the IE to revise their preliminary scores upon review and cross-checkselected or rejected. • Reviewing PG&E’s scoring of each Offer Offers for the criteria other than market valuation and project viability, testing for consistency and fairness in the treatment of projects. • Investigating in detail the second ranking of Offers incorporating transmission cost adders. PG&E’s Solicitation Protocol takes into account proxies for transmission network upgrade costs (both those in PG&E’s service territory and elsewhere) that may be required to incorporate increments of renewable generation likely to incur congestion. The protocol also provides for PG&E to consider “alternative commercial arrangements”, such as remarketing power, executing swaps, or buying non-firm transmission, to avoid transmission network upgrade costs. The data inputs for this analysis are complex and the analysis itself is time-consuming, but the second iteration of valuation that includes these adders has a significant impact on the value ranking of Offers. • Attending and participating in discussions meetings of PG&E’s steering committee for the 2009 RPS RFOcommittee, as that leadership group it made decisions about the logic for selecting a short list and approved proposed decisions selections for the short list. • Attending meetings of PG&E’s Procurement Review Group (PRG), including answering questions about the independent review solicitation and the Offers, and presenting a an independent commentary on and observations about the selection process the utility proposed to use to construct a short list. Members of the PRG followed up with more specific questions about Offers, valuations, and project viability scores, to which Xxxxxx responded with more detailRFO. • Offering PG&E’s evaluation committee team and steering committee commentary based on independent opinion. In a few cases Xxxxxx provided specific suggestions on particular topics such as treatment the feasibility of Offers interconnecting outside the CAISO or interpretation of guidelines for the Project Viability Calculatorspecific out-of-state transmission proposals. Following PG&E’s preliminary selection of Offers for a short listAdditionally, Xxxxxx’x activities focused in order to prepare this report on the contract with Sierra Pacific Industries, Xxxxxx pursued project-specific discussions that ensuedactivities: • Monitoring communications with shortlisted and non-shortlisted Participants, including discussions in which the utility offered the latter an opportunity to be debriefed on the reasons why their Offers failed to be selected and to give feedback on the overall RFO process; • Discussing with the PG&E team the choices and decisions that were posed by shortlisted parties who sought changes in project selection or size; and • Providing independent counsel and suggestions to the PG&E team regarding decisions about the process, such as whether to provide time extensions to shortlisted Participants obligated to place deposits because other IOUs were late in their notifications about their short lists. • Observing Observed (telephonically) several negotiation sessions between PG&E transactors utility staff and short-listed developersSPI’s commercial team; • Reviewed draft term sheets, draft contracts, and reviewing draft term sheets and contracts for other documents passed between the parties; • Performed an analysis of concessions granted and variances from PG&E’s Form Agreement to assess the fairness independent valuation of the negotiations.SPI contract and evaluation of the project viability of the Xxxxxxxx II facility; • Compared the net value and pricing of the SPI contract to peer groups consisting of alternative proposals available to PG&E.

IE ACTIVITIES. To fulfill the role of evaluating PG&E’s 2009 RPS RFO procurement process2011 solicitation, several tasks were undertaken, both prior to Offer Opening and subsequently. Prior to Offer OpeningOpening on June 22, the IE 2011, Xxxxxx performed several tasks to assess PG&E’s methodology for evaluating Offers: 2 • Reviewed the solicitation and its attachments including PG&E’s 2011 Form Agreements and description of the LCBF methodology and criteria. • Examined the utility’s nonpublic protocols detailing how PG&E would evaluate Offers against various criteria. • Attended PG&E’s Bidders’ Conference on May 19, 2011 to evaluate the information provided to potential Participants, and how that information was distributed. • Reviewed the list of registered attendees of the Bidders’ Conference against PG&E’s master list of RFO contacts (used for outreach to potential Participants). 3 CPUC Decision 06-05-039, May 25, 2006, “Opinion Conditionally Approving Procurement Plans for 2006 RPS Solicitations, Addressing XXX Benchmarking Methodology”, page 46 • Reviewed the 2009 RPS RFO Solicitation Protocol and its various attachments including the Forms of Power Purchase Agreement (PPA) and PG&E’s detailed description of its LCBF bid evaluation and selection process and criteria. • Examined the utility’s nonpublic protocols detailing how PG&E proposed to evaluate Offers against various criteria, including market valuation, portfolio fit, transmission adders, credit, project viability, and RPS goals. Also, Xxxxxx reviewed the nonpublic protocols regarding sites for development and ownership eligibility, which detail the treatment of these special cases in which developers offer land or the transfer of a completed generation project to utility ownership. These nonpublic internal protocols were evaluated to test whether they were consistent with the approved public Solicitation Protocol and whether the procedures, inputs, parameters, and standards were fair and reasonable. • Attended PG&E’s RPS Bidders’ Conference on July 21, 2009 to evaluate the information provided to potential Participants, and reviewed its list of registered attendees against PG&E’s master list of RFO contacts (used for outreach to potential Participants) and the list of parties providing a Notice of Intent to bid46. • Reviewed the posting of questions and answers from the Bidders’ Conference on PG&E’s public website to check whether information that was made available in- person to conference attendees was also provided to other potential Participants. • Attended the RFO Bidders’ Workshop on August 3, 2009 to gauge to degree to which the utility sought to clarify the requirements for conforming Offer packages, and reviewed the website-posted question and answer transcript from that workshop to test whether the information was made available to all potential Participants. • Examined PG&E’s 2009 2011 RFO master contact list; performed a detailed an analysis of contacts with respect to industry and technology representation. • Interviewed members of PG&E’s evaluation committee and sub-committees regarding details of the process, data inputs and parameters, background industry and utility information, quantitative models, and other considerations taken into account in evaluating Offers against non-quantitative criteria and in performing market valuation 2011 version of Offers. • Reviewed in detail various data inputs and parameters used in PG&Ethe utility’s LCBF market valuation methodologymethodology and its inputs. During the period between Offer Opening and PG&E’s development of a final short list for submittal to the CPUC, Xxxxxx’x activities included: • Participating in opening the Offers. The IE was present during Xxxxxx observed the opening of each Offer, Offer and observed the PG&E team’s initial review and process of recording and documenting basic information from team logging in each Offer. The IE took an electronic copy (where present) from of each Offer package, and independently built a database for tracking the Offers. • Observing discussions Reading portions of the PG&E evaluation committee regarding what additional information should be requested immediately from individual Participants to address material deficiencies (e.g. missing or unreadable electronic versions, missing Attachment D offer forms, clarification of ambiguous or apparently erroneous information) in an effort to ensure that each Offer included sufficient information to complete an evaluation and to minimize the number of Offers disqualified as non-conforming. • Reviewing the outbound correspondence (“deficiency letters”) from PG&E to Participants identifying issues with the completeness of the Offers and requesting clarification or additional information. Xxxxxx monitored other communications between PG&E and Participants to check for fairness in how non-public information was released. • Reading the Offers in detailOffer. Xxxxxx particularly scrutinized Offers for utility purchase and those which provided options for utility buyoutpurchase. • Observing PG&E evaluation committee discussions about which Offers to disqualify for nonconformance with the requirements of the Solicitation ProtocolFor PPA Offers, Xxxxxx focused on pricing, collateral, interconnection, permitting, technology, resource assessment, site control, and why. • Spot-checking Offer-specific data inputs to PG&E’s valuation model. • Spot-checking the assignment of individual Offers to transmission clusters or to local zones within the system controlled by the California Independent System Operator (CAISO)development and ownership experience descriptions in detail. • Building an independent valuation model and using it to value the Offers. This served as a cross-check against PG&E’s LCBF market valuation model. The IE model used independent inputs and a different methodology than PG&E’s LCBF methodology’s. It was much simpler and lacked detail and granularity used in aspects of the PG&E model. Its main value However, the independent valuation was to provide an independent check on useful for testing the PG&E team’s ranking of Offers provided by PG&E’s valuation model and to scan for data input errors and differences in treatment of Offers between PG&E and the IE. Where variances in the ranking of Offers between the two models were large (and there were very few such situations) the cross-comparison was helpful in identifying such errors such as incorrect energy pricing, the inappropriate exclusion or inclusion of Resource Adequacy (RA) value, or inaccurate assignment of Transmission Ranking Cost Report (TRCR) addersusing alternate assumptions. • Attending and participating in PG&E’s evaluation team discussions of PG&E’s evaluation committee for the 2009 RPS RFO as the conforming Offers were evaluated. This included discussing what scores were assigned to each Offer for the various non-valuation Offers, criteria, and why. It also included the discussions of what Offers should not be selected for specific reasons not directly related to valuation or project viability but related to other evaluation criteria or preferences. Participation provided an opportunity to test the objectivityissues, fairness, and reasonableness of how PG&E assessed Offers on these criteria and preferencesetc. • Developing independent project viability scores Scoring Offers independently for each Offerviability, using the ED’s 2011 version of the Project Viability Calculator. This served as a cross-comparison to check on The independently developed Offer valuations and viability scores provided part of the PG&E evaluation team’s scoring, and helped to surface ambiguities in basis for developing an independent view of the Calculator’s scoring criteria relative merit of Offers that could lead reasonable individuals to score Offers differently. It facilitated discussions that led both the PG&E team and the IE to revise their preliminary scores upon review and cross-checkselected or rejected. • Reviewing PG&E’s scoring of each Offer Offers for the criteria other than market valuation and project viability, testing for consistency and fairness in the treatment of projects. • Investigating in detail the second ranking of Offers incorporating transmission cost adders. PG&E’s Solicitation Protocol takes into account proxies for transmission network upgrade costs (both those in PG&E’s service territory and elsewhere) that may be required to incorporate increments of renewable generation likely to incur congestion. The protocol also provides for PG&E to consider “alternative commercial arrangements”, such as remarketing power, executing swaps, or buying non-firm transmission, to avoid transmission network upgrade costs. The data inputs for this analysis are complex and the analysis itself is time-consuming, but the second iteration of valuation that includes these adders has a significant impact on the value ranking of Offers. • Attending and participating in discussions meetings of PG&E’s steering committee for the 2009 RPS RFOcommittee, as that leadership group it made decisions about the logic for selecting a short list and approved proposed decisions selections for the short list. • Attending meetings of PG&E’s Procurement Review Group (PRG), including answering questions about the independent review solicitation and the Offers, and presenting a an independent commentary on and observations about the selection process the utility proposed to use to construct a short list. Members of the PRG followed up with more specific questions about Offers, valuations, and project viability scores, to which Xxxxxx responded with more detailRFO. • Offering PG&E’s evaluation committee team and steering committee commentary based on independent opinion. In a few cases Xxxxxx provided specific suggestions on particular topics such as treatment the feasibility of Offers interconnecting outside the CAISO or interpretation of guidelines for the Project Viability Calculatorspecific out-of-state transmission proposals. Following PG&E’s preliminary selection of Offers for a short listAdditionally, Xxxxxx’x activities focused in order to prepare this report on the contract with Xxxxxxxxx Solar, Cuyama Solar, and Lost Hills Solar, Xxxxxx pursued project-specific discussions that ensuedactivities: • Monitoring communications with shortlisted and non-shortlisted Participants, including discussions in which the utility offered the latter an opportunity to be debriefed on the reasons why their Offers failed to be selected and to give feedback on the overall RFO process; • Discussing with the PG&E team the choices and decisions that were posed by shortlisted parties who sought changes in project selection or size; and • Providing independent counsel and suggestions to the PG&E team regarding decisions about the process, such as whether to provide time extensions to shortlisted Participants obligated to place deposits because other IOUs were late in their notifications about their short lists. • Observing Observed (telephonically) several negotiation sessions between PG&E transactors utility staff and short-listed developersFirst Solar’s commercial team; • Reviewed draft term sheets, draft contracts, and reviewing draft term sheets and contracts for other documents passed between the parties; • Performed an analysis of concessions granted and variances from PG&E’s Form Agreement to assess the fairness independent valuation of the negotiations.three contracts and evaluation of the project viability of the facilities; • Compared the net value and pricing of the three contracts to peer groups consisting of alternative competing proposals available to PG&E.

IE ACTIVITIES. To fulfill the role of evaluating PG&E’s 2009 RPS RFO procurement process2011 solicitation, several tasks were undertaken, both prior to Offer Opening and subsequently. Prior to Offer OpeningOpening on June 22, the IE 2011, Xxxxxx performed several tasks to assess PG&E’s methodology for evaluating Offers: 2  Reviewed the solicitation and its attachments including PG&E’s 2011 Form Agreements and description of the LCBF methodology and criteria.  Examined the utility’s nonpublic protocols detailing how PG&E would evaluate Offers against various criteria.  Attended PG&E’s Bidders’ Conference on May 19, 2011 to evaluate the information provided to potential Participants, and how that information was distributed. 3 CPUC Decision 06-05-039, May 25, 2006, “Opinion Conditionally Approving Procurement Plans for 2006 RPS Solicitations, Addressing XXX Benchmarking Methodology”, page 46 • 46.  Reviewed the 2009 RPS RFO Solicitation Protocol and its various attachments including the Forms of Power Purchase Agreement (PPA) and PG&E’s detailed description of its LCBF bid evaluation and selection process and criteria. • Examined the utility’s nonpublic protocols detailing how PG&E proposed to evaluate Offers against various criteria, including market valuation, portfolio fit, transmission adders, credit, project viability, and RPS goals. Also, Xxxxxx reviewed the nonpublic protocols regarding sites for development and ownership eligibility, which detail the treatment of these special cases in which developers offer land or the transfer of a completed generation project to utility ownership. These nonpublic internal protocols were evaluated to test whether they were consistent with the approved public Solicitation Protocol and whether the procedures, inputs, parameters, and standards were fair and reasonable. • Attended PG&E’s RPS Bidders’ Conference on July 21, 2009 to evaluate the information provided to potential Participants, and reviewed its list of registered attendees of the Bidders’ Conference against PG&E’s master list of RFO contacts (used for outreach to potential Participants) and the list of parties providing a Notice of Intent to bid). •  Reviewed the posting of questions and answers from the Bidders’ Conference on PG&E’s public website to check whether information that was made available in- person to conference attendees was also provided to other potential Participants. • Attended the RFO Bidders’ Workshop on August 3, 2009 to gauge to degree to which the utility sought to clarify the requirements for conforming Offer packages, and reviewed the website-posted question and answer transcript from that workshop to test whether the information was made available to all potential Participants. •  Examined PG&E’s 2009 2011 RFO master contact list; performed a detailed an analysis of contacts with respect to industry and technology representation. •  Interviewed members of PG&E’s evaluation committee and sub-committees regarding details of the process, data inputs and parameters, background industry and utility information, quantitative models, and other considerations taken into account in evaluating Offers against non-quantitative criteria and in performing market valuation 2011 version of Offers. • Reviewed in detail various data inputs and parameters used in PG&Ethe utility’s LCBF market valuation methodologymethodology and its inputs. During the period between Offer Opening and PG&E’s development of a final short list for submittal to the CPUC, Xxxxxx’x activities included: •  Participating in opening the Offers. The IE was present during Xxxxxx observed the opening of each Offer, Offer and observed the PG&E team’s initial review and process of recording and documenting basic information from team logging in each Offer. The IE took an electronic copy (where present) from of each Offer package, and independently built a database for tracking the Offers. • Observing discussions  Reading portions of the PG&E evaluation committee regarding what additional information should be requested immediately from individual Participants to address material deficiencies (e.g. missing or unreadable electronic versions, missing Attachment D offer forms, clarification of ambiguous or apparently erroneous information) in an effort to ensure that each Offer included sufficient information to complete an evaluation and to minimize the number of Offers disqualified as non-conforming. • Reviewing the outbound correspondence (“deficiency letters”) from PG&E to Participants identifying issues with the completeness of the Offers and requesting clarification or additional information. Xxxxxx monitored other communications between PG&E and Participants to check for fairness in how non-public information was released. • Reading the Offers in detailOffer. Xxxxxx particularly scrutinized Offers for utility purchase and those which provided options for utility buyoutpurchase. • Observing PG&E evaluation committee discussions about which Offers to disqualify for nonconformance with the requirements of the Solicitation ProtocolFor PPA Offers, Xxxxxx focused on pricing, collateral, interconnection, permitting, technology, resource assessment, site control, and whydevelopment and ownership experience descriptions in detail. • Spot-checking Offer-specific data inputs to PG&E’s valuation model. • Spot-checking the assignment of individual Offers to transmission clusters or to local zones within the system controlled by the California Independent System Operator (CAISO). •  Building an independent valuation model and using it to value the Offers. This served as a cross-check against PG&E’s LCBF market valuation model. The IE model used independent inputs and a different methodology than PG&E’s LCBF methodology’s. It was much simpler and lacked detail and granularity used in aspects of the PG&E model. Its main value However, the independent valuation was to provide an independent check on useful for testing the PG&E team’s ranking of Offers provided by using alternate assumptions.  Attending PG&E’s valuation model and to scan for data input errors and differences in treatment of Offers between PG&E and the IE. Where variances in the ranking of Offers between the two models were large (and there were very few such situations) the cross-comparison was helpful in identifying such errors such as incorrect energy pricing, the inappropriate exclusion or inclusion of Resource Adequacy (RA) value, or inaccurate assignment of Transmission Ranking Cost Report (TRCR) adders. • Attending and participating in evaluation team discussions of PG&E’s evaluation committee for the 2009 RPS RFO as the conforming Offers were evaluated. This included discussing what scores were assigned to each Offer for the various non-valuation Offers, criteria, and whyissues, etc. It also included the discussions of what  Scoring Offers should not be selected independently for specific reasons not directly related to valuation or project viability but related to other evaluation criteria or preferences. Participation provided an opportunity to test the objectivity, fairness, and reasonableness of how PG&E assessed Offers on these criteria and preferences. • Developing independent project viability scores for each Offerviability, using the ED’s 2011 version of the Project Viability Calculator. This served as a cross-comparison to check on The independently developed Offer valuations and viability scores provided part of the PG&E evaluation team’s scoring, and helped to surface ambiguities in basis for developing an independent view of the Calculator’s scoring criteria relative merit of Offers that could lead reasonable individuals to score Offers differently. It facilitated discussions that led both the PG&E team and the IE to revise their preliminary scores upon review and cross-checkselected or rejected. •  Reviewing PG&E’s scoring of each Offer Offers for the criteria other than market valuation and project viability, testing for consistency and fairness in the treatment of projects. • Investigating in detail the second ranking of Offers incorporating transmission cost adders. PG&E’s Solicitation Protocol takes into account proxies for transmission network upgrade costs (both those in PG&E’s service territory and elsewhere) that may be required to incorporate increments of renewable generation likely to incur congestion. The protocol also provides for PG&E to consider “alternative commercial arrangements”, such as remarketing power, executing swaps, or buying non-firm transmission, to avoid transmission network upgrade costs. The data inputs for this analysis are complex and the analysis itself is time-consuming, but the second iteration of valuation that includes these adders has a significant impact on the value ranking of Offers. •  Attending and participating in discussions meetings of PG&E’s steering committee for the 2009 RPS RFOcommittee, as that leadership group it made decisions about the logic for selecting a short list and approved proposed decisions selections for the short list. •  Attending meetings of PG&E’s Procurement Review Group (PRG), including answering questions about the independent review solicitation and the Offers, and presenting a an independent commentary on and observations about the selection process the utility proposed to use to construct a short listRFO. Members of the PRG followed up with more specific questions about Offers, valuations, and project viability scores, to which Xxxxxx responded with more detail. •  Offering PG&E’s evaluation committee team and steering committee commentary based on independent opinion. In a few cases Xxxxxx provided specific suggestions on particular topics such as treatment the feasibility of Offers interconnecting outside the CAISO or interpretation of guidelines for the Project Viability Calculatorspecific out-of-state transmission proposals. Following PG&E’s preliminary selection of Offers for a short listAdditionally, Xxxxxx’x activities focused in order to prepare this report on the contract with Parrey LLC, Xxxxxx pursued project-specific discussions that ensuedactivities: • Monitoring communications with shortlisted and non-shortlisted Participants, including discussions in which the utility offered the latter an opportunity to be debriefed on the reasons why their Offers failed to be selected and to give feedback on the overall RFO process; • Discussing with the PG&E team the choices and decisions that were posed by shortlisted parties who sought changes in project selection or size; and • Providing independent counsel and suggestions to the PG&E team regarding decisions about the process, such as whether to provide time extensions to shortlisted Participants obligated to place deposits because other IOUs were late in their notifications about their short lists. • Observing  Observed (telephonically) several negotiation sessions between PG&E transactors the utility’s commercial team and short-listed developersSunPower’s commercial team;  Reviewed draft term sheets, draft contracts, and reviewing draft term sheets and contracts for other documents passed between the parties;  Performed an analysis of concessions granted and variances from PG&E’s Form Agreement to assess the fairness independent valuation of the negotiations.Parrey contract and evaluation of the project viability of the Xxxxxxxxx Xxxxx facility;  Compared the net value and pricing of the Parrey contract to peer groups consisting of alternative competing proposals currently or recently available to PG&E.

IE ACTIVITIES. To fulfill the role of evaluating PG&E’s 2009 RPS RFO procurement processthe proposed SGS-1 contract, several tasks were undertaken, both prior to Offer Opening and subsequently. Prior to Offer Opening, the IE Xxxxxx Seco had performed several of these tasks to assess within its work scope of serving as IE for PG&E’s methodology for evaluating Offers: 2 CPUC Decision 06-05-039, May 25, 2006, “Opinion Conditionally Approving Procurement Plans for 2006 2008 and 2009 RPS Solicitations, Addressing XXX Benchmarking Methodology”, page 46 competitive solicitations; these prior activities were directly relevant to the evaluation of the SGS-1 contract. • Reviewed the 2009 RPS RFO Solicitation Protocol and its various attachments including the Forms of Power Purchase Agreement (PPA) and PG&E’s detailed description of its LCBF bid evaluation and selection process and criteria. • Examined the utility’s nonpublic protocols detailing how PG&E evaluates proposed to evaluate Offers contracts against various criteria, including market valuation, portfolio fit, transmission adders, credit, project viability, and RPS goals. Also, Xxxxxx reviewed the nonpublic protocols regarding sites for development and ownership eligibility, which detail the treatment of these special cases in which developers offer land or the transfer of a completed generation project to utility ownership. These nonpublic internal protocols were evaluated to test whether they were consistent with the approved public Solicitation Protocol and whether the procedures, inputs, parameters, and standards were fair and reasonable. • Attended PG&E’s RPS Bidders’ Conference on July 21, 2009 to evaluate the information provided to potential Participants, and reviewed its list of registered attendees against PG&E’s master list of RFO contacts (used for outreach to potential Participants) and the list of parties providing a Notice of Intent to bid. • Reviewed the posting of questions and answers from the Bidders’ Conference on PG&E’s website to check whether information that was made available to conference attendees was also provided to other potential Participants. • Attended the RFO Bidders’ Workshop on August 3, 2009 to gauge to degree to which the utility sought to clarify the requirements for conforming Offer packages, and reviewed the website-posted question and answer transcript from that workshop to test whether the information was made available to all potential Participants. • Examined PG&E’s 2009 RFO master contact list; performed a detailed analysis of contacts with respect to industry and technology representation. 1 CPUC Decision 06-05-039, May 25, 2006, “Opinion Conditionally Approving Procurement Plans for 2006 RPS Solicitations, Addressing XXX Benchmarking Methodology”, page 46 • Interviewed members of PG&E’s evaluation committee and sub-committees regarding the process, data inputs and parameters, background industry and utility information, quantitative models, and other considerations taken into account in evaluating Offers contracts against non-quantitative criteria and in performing market valuation of Offerscontracts. • Reviewed in detail various data inputs and parameters used in PG&E’s LCBF market valuation methodology. During the period between Offer Opening and PG&E’s development of a final short list for submittal to the CPUC, Xxxxxx’x activities included: • Participating in opening the Offers. The IE was present during the opening of each Offer, and observed the PG&E team’s initial review and process of recording and documenting basic information from each Offer. The IE took an electronic copy (where present) from each Offer package, and independently built a database for tracking the Offers. • Observing discussions of the PG&E evaluation committee regarding what additional information should be requested immediately from individual Participants to address material deficiencies (e.g. missing or unreadable electronic versions, missing Attachment D offer forms, clarification of ambiguous or apparently erroneous information) in an effort to ensure that each Offer included sufficient information to complete an evaluation and to minimize the number of Offers disqualified as non-conforming. • Reviewing the outbound correspondence (“deficiency letters”) from PG&E to Participants identifying issues with the completeness of the Offers and requesting clarification or additional information. Xxxxxx monitored other communications between PG&E and Participants to check for fairness in how non-public information was released. • Reading the Offers in detail. Xxxxxx particularly scrutinized Offers for utility purchase and those which provided options for utility buyout. • Observing PG&E evaluation committee discussions about which Offers to disqualify for nonconformance with the requirements of the Solicitation Protocol, and why. • Spot-checking Offerchecked contract-specific data inputs to PG&E’s valuation model. • Spot-checking checked the assignment of individual Offers projects to transmission clusters or to local zones within the system controlled by the California Independent System Operator (CAISO). • Building Built an independent valuation model and using it to value the Offersproposed contracts. This served as a cross-check against PG&E’s LCBF market valuation model. The IE model used independent inputs and a different methodology than PG&E’s LCBF methodology. It was much simpler and lacked detail and granularity used in aspects of the PG&E model. Its main value was to provide an independent check on the ranking of Offers contracts provided by PG&E’s valuation model and to scan for data input errors and differences in treatment of Offers contracts between PG&E and the IE. Where variances in the ranking of Offers contracts between the two models were large (and there were very few such situations) the cross-comparison was helpful in identifying such errors such as incorrect energy pricing, the inappropriate exclusion or inclusion of Resource Adequacy (RA) value, or inaccurate assignment of Transmission Ranking Cost Report (TRCR) adders. • Attending and participating in team discussions of PG&E’s evaluation committee for the 2009 RPS RFO as the conforming Offers were evaluated. This included discussing what scores were assigned to each Offer for the various non-valuation criteria, and why. It also included the discussions of what Offers should not be selected for specific reasons not directly related to valuation or project viability but related to other evaluation criteria or preferences. Participation provided an opportunity to test the objectivity, fairness, and reasonableness of how PG&E assessed Offers on these criteria and preferences. • Developing Developed independent project viability scores for each Offercontract, using the ED’s version of the Project Viability Calculator. This served as a cross-comparison to check on the PG&E evaluation team’s scoring, and helped to surface ambiguities in the Calculator’s scoring criteria that could lead reasonable individuals to score Offers contracts differently. It facilitated discussions that led both the PG&E team and the IE to revise their preliminary scores upon review and cross-check. • Reviewing Reviewed PG&E’s scoring evaluation of each Offer for contract on the criteria other than market valuation and project viability, testing for consistency and fairness in the treatment of projectscontracts. • Investigating in detail the second ranking of Offers incorporating transmission cost adders. PG&E’s Solicitation Protocol takes into account proxies for transmission network upgrade costs (both those in PG&E’s service territory and elsewhere) that may be required to incorporate increments of renewable generation likely to incur congestion. The protocol also provides for PG&E to consider “alternative commercial arrangements”, such as remarketing power, executing swaps, or buying non-firm transmission, to avoid transmission network upgrade costs. The data inputs for this analysis are complex and the analysis itself is time-consuming, but the second iteration of valuation that includes these adders has a significant impact on the value ranking of Offers. • Attending and participating in discussions of PG&E’s steering committee for the 2009 RPS RFO, as that leadership group made decisions about the logic for selecting a short list and approved proposed decisions for the short list. • Attending Attended meetings of PG&E’s Procurement Review Group (PRG), including answering questions about the independent review and presenting a commentary on the selection process the utility proposed to use to construct a short list. Members of the PRG followed up with more specific questions about Offerscontracts, valuations, and project viability scores, to which Xxxxxx responded with more detail. • Offering PG&E’s evaluation committee and steering committee commentary based on independent opinion. In a few cases Xxxxxx provided specific suggestions on topics such as treatment of Offers interconnecting outside Reviewed documents that passed between the CAISO or interpretation of guidelines for two parties during the Project Viability Calculator. Following PG&E’s preliminary selection of Offers for a short list, Xxxxxx’x activities focused on the project-specific discussions that ensued: • Monitoring communications with shortlisted and non-shortlisted Participantsnegotiation, including discussions in which the utility offered the latter an opportunity to be debriefed on the reasons why their Offers failed to be selected and to give feedback on the overall RFO process; • Discussing with the PG&E team the choices and decisions that were posed by shortlisted parties who sought changes in project selection or size; and • Providing independent counsel and suggestions to the PG&E team regarding decisions about the process, such as whether to provide time extensions to shortlisted Participants obligated to place deposits because other IOUs were late in their notifications about their short lists. • Observing negotiation sessions between PG&E transactors and short-listed developers, and reviewing draft term sheets and contracts for an analysis of concessions granted and variances from PG&E’s Form Agreement to assess the fairness of the negotiationscontracts.

IE ACTIVITIES. To fulfill the role of evaluating PG&E’s 2009 RPS RFO procurement processthe proposed North Sky River contract, several tasks were undertaken, both prior to Offer Opening and subsequently. Prior to Offer Opening, the IE Xxxxxx Seco had performed several of these tasks to assess within its work scope of serving as IE for PG&E’s methodology for evaluating Offers: 2 CPUC Decision 06-05-039, May 25, 2006, “Opinion Conditionally Approving Procurement Plans for 2006 2008 and 2009 RPS Solicitations, Addressing XXX Benchmarking Methodology”, page 46 competitive solicitations; these prior activities were directly relevant to the evaluation of the NSR contract. • Reviewed the 2009 RPS RFO Solicitation Protocol and its various attachments including the Forms of Power Purchase Agreement (PPA) and PG&E’s detailed description of its LCBF bid evaluation and selection process and criteria. • Examined the utility’s nonpublic protocols detailing how PG&E evaluates proposed to evaluate Offers contracts against various criteria, including market valuation, portfolio fit, transmission adders, credit, project viability, and RPS goals. Also, Xxxxxx reviewed the nonpublic protocols regarding sites for development and ownership eligibility, which detail the treatment of these special cases in which developers offer land or the transfer of a completed generation project to utility ownership. These nonpublic internal protocols were evaluated to test whether they were consistent with the approved public Solicitation Protocol and whether the procedures, inputs, parameters, and standards were fair and reasonable. • Attended PG&E’s RPS Bidders’ Conference on July 21, 2009 to evaluate the information provided to potential Participants, and reviewed its list of registered attendees against PG&E’s master list of RFO contacts (used for outreach to potential Participants) and the list of parties providing a Notice of Intent to bid. • Reviewed the posting of questions and answers from the Bidders’ Conference on PG&E’s website to check whether information that was made available to conference attendees was also provided to other potential Participants. • Attended the RFO Bidders’ Workshop on August 3, 2009 to gauge to degree to which the utility sought to clarify the requirements for conforming Offer packages, and reviewed the website-posted question and answer transcript from that workshop to test whether the information was made available to all potential Participants. • Examined PG&E’s 2009 RFO master contact list; performed a detailed analysis of contacts with respect to industry and technology representation. 1 CPUC Decision 06-05-039, May 25, 2006, “Opinion Conditionally Approving Procurement Plans for 2006 RPS Solicitations, Addressing XXX Benchmarking Methodology”, page 46 • Interviewed members of PG&E’s evaluation committee and sub-committees regarding the process, data inputs and parameters, background industry and utility information, quantitative models, and other considerations taken into account in evaluating Offers contracts against non-quantitative criteria and in performing market valuation of Offerscontracts. • Reviewed in detail various data inputs and parameters used in PG&E’s LCBF market valuation methodology. During the period between Offer Opening and PG&E’s development of a final short list for submittal to the CPUC, Xxxxxx’x activities included: • Participating in opening the Offers. The IE was present during the opening of each Offer, and observed the PG&E team’s initial review and process of recording and documenting basic information from each Offer. The IE took an electronic copy (where present) from each Offer package, and independently built a database for tracking the Offers. • Observing discussions of the PG&E evaluation committee regarding what additional information should be requested immediately from individual Participants to address material deficiencies (e.g. missing or unreadable electronic versions, missing Attachment D offer forms, clarification of ambiguous or apparently erroneous information) in an effort to ensure that each Offer included sufficient information to complete an evaluation and to minimize the number of Offers disqualified as non-conforming. • Reviewing the outbound correspondence (“deficiency letters”) from PG&E to Participants identifying issues with the completeness of the Offers and requesting clarification or additional information. Xxxxxx monitored other communications between PG&E and Participants to check for fairness in how non-public information was released. • Reading the Offers in detail. Xxxxxx particularly scrutinized Offers for utility purchase and those which provided options for utility buyout. • Observing PG&E evaluation committee discussions about which Offers to disqualify for nonconformance with the requirements of the Solicitation Protocol, and why. • Spot-checking Offerchecked contract-specific data inputs to PG&E’s valuation model. • Spot-checking checked the assignment of individual Offers projects to transmission clusters or to local zones within the system controlled by the California Independent System Operator (CAISO). • Building Built an independent valuation model and using it to value the Offersproposed contracts. This served as a cross-check against PG&E’s LCBF market valuation model. The IE model used independent inputs and a different methodology than PG&E’s LCBF methodology. It was much simpler and lacked detail and granularity used in aspects of the PG&E model. Its main value was to provide an independent check on the ranking of Offers contracts provided by PG&E’s valuation model and to scan for data input errors and differences in treatment of Offers contracts between PG&E and the IE. Where variances in the ranking of Offers contracts between the two models were large (and there were very few such situations) the cross-comparison was helpful in identifying such errors such as incorrect energy pricing, the inappropriate exclusion or inclusion of Resource Adequacy (RA) value, or inaccurate assignment of Transmission Ranking Cost Report (TRCR) adders. • Attending and participating in team discussions of PG&E’s evaluation committee for the 2009 RPS RFO as the conforming Offers were evaluated. This included discussing what scores were assigned to each Offer for the various non-valuation criteria, and why. It also included the discussions of what Offers should not be selected for specific reasons not directly related to valuation or project viability but related to other evaluation criteria or preferences. Participation provided an opportunity to test the objectivity, fairness, and reasonableness of how PG&E assessed Offers on these criteria and preferences. • Developing Developed independent project viability scores for each Offercontract, using the ED’s version of the Project Viability Calculator. This served as a cross-comparison to check on the PG&E evaluation team’s scoring, and helped to surface ambiguities in the Calculator’s scoring criteria that could lead reasonable individuals to score Offers contracts differently. It facilitated discussions that led both the PG&E team and the IE to revise their preliminary scores upon review and cross-check. • Reviewing Reviewed PG&E’s scoring evaluation of each Offer for contract on the criteria other than market valuation and project viability, testing for consistency and fairness in the treatment of projectscontracts. • Investigating in detail the second ranking of Offers incorporating transmission cost adders. PG&E’s Solicitation Protocol takes into account proxies for transmission network upgrade costs (both those in PG&E’s service territory and elsewhere) that may be required to incorporate increments of renewable generation likely to incur congestion. The protocol also provides for PG&E to consider “alternative commercial arrangements”, such as remarketing power, executing swaps, or buying non-firm transmission, to avoid transmission network upgrade costs. The data inputs for this analysis are complex and the analysis itself is time-consuming, but the second iteration of valuation that includes these adders has a significant impact on the value ranking of Offers. • Attending and participating in discussions of PG&E’s steering committee for the 2009 RPS RFO, as that leadership group made decisions about the logic for selecting a short list and approved proposed decisions for the short list. • Attending Attended meetings of PG&E’s Procurement Review Group (PRG), including answering questions about the independent review and presenting a commentary on the selection process the utility proposed to use to construct a short list. Members of the PRG followed up with more specific questions about Offerscontracts, valuations, and project viability scores, to which Xxxxxx responded with more detail. • Offering PG&E’s evaluation committee and steering committee commentary based on independent opinion. In a few cases Xxxxxx provided specific suggestions on topics such as treatment of Offers interconnecting outside Reviewed documents that passed between the CAISO or interpretation of guidelines for two parties during the Project Viability Calculator. Following PG&E’s preliminary selection of Offers for a short list, Xxxxxx’x activities focused on the project-specific discussions that ensued: • Monitoring communications with shortlisted and non-shortlisted Participantsnegotiation, including discussions in which the utility offered the latter an opportunity to be debriefed on the reasons why their Offers failed to be selected and to give feedback on the overall RFO process; • Discussing with the PG&E team the choices and decisions that were posed by shortlisted parties who sought changes in project selection or size; and • Providing independent counsel and suggestions to the PG&E team regarding decisions about the process, such as whether to provide time extensions to shortlisted Participants obligated to place deposits because other IOUs were late in their notifications about their short lists. • Observing negotiation sessions between PG&E transactors and short-listed developers, and reviewing draft term sheets and contracts for an analysis of concessions granted and variances from PG&E’s Form Agreement to assess the fairness of the negotiationscontracts.