RETAIL ELECTRIC GENERATION SUPPLY SERVICE

INVITATION TO BID RETAIL ELECTRIC GENERATION SUPPLY SERVICE Tuesday, March 13, 2018 Questions Due Date Tuesday, March 27, 2018 by 2 pm EST Bid Due Date Tuesday, April 10, 2018 by 2 pm EST Auction Date: Wednesday, April 11, 2018 commencing at 11:30 am EST Delaware River Port Authority One Port Center 2 Riverside Drive Camden, NJ 08101 Attention: Karen L. Cyphers Phone: 856-968-2087 klcyphers@drpa.org

TABLE OF CONTENTS BIDDER S CHECKLIST AND REQUIRED BID FORMS: BIDDER S CHECKLIST... ITB-2 ACKNOWLEDGEMENT OF RECEIPT OF ADDENDA... ITB-3 POLITICAL CONTRIBUTION DISCLOSURE... ITB-4 TECHNICAL SPECIFICATIONS: I. PURPOSE AND DESCRIPTION OF THE INVITATION TO BID... TS-1 II. III. IV. SUBMISSION OF REQUIRED BID FORMS... TS-3 SCOPE OF WORK... TS-4 SELECTION PROCESS... TS-4 V. GENERAL REQUIREMENTS... TS-4 VI. VII. MODIFICATION OF INVITATION TO BID... TS-5 MISCELLANEOUS... TS-5 APPENDICES: APPENDIX A PRODUCT DEFINITION AND PRICING INSTRUCTIONS... A-1 APPENDIX B ELECTRIC SUPPLY SERVICE AGREEMENT... B-1 APPENDIX C UTILITY ACCOUNT INFORMATION... C-1 APPENDIX D TAX EXEMPTION CERTIFICATES... D-1 APPENDIX E SUPPLIER QUESTIONS & DRPA RESPONSE, AND REDLINED ELECTRIC SUPPLY SERVICE AGREEMENT... E-1 - ITB-1 -

BIDDER S CHECKLIST THIS BIDDER S CHECKLIST MUST BE COMPLETED, SIGNED, AND SUBMITTED WITH YOUR BID PACKAGE. 1. Acknowledgement of Receipt of Addenda (ITB-3) 2. Electric Supplier License 3. Political Contribution Disclosure Form (ITB-6 and ITB-7) (in a separately sealed envelope) NAME OF BIDDER SIGNATURE DATE - ITB-2 -

ACKNOWLEDGEMENT OF RECEIPT OF ADDENDA BIDDER REQUIRED TO COMPLETE AND RETURN FORM WITH BID REGARDLESS OF WHETHER ADDENDA WAS ISSUED FAILURE TO COMPLETE AND RETURN FORM IS A FATAL DEFECT WHICH CANNOT BE CURED AND BID WILL BE REJECTED A. Bidder hereby acknowledges receipt of the following Addenda: Addendum Number Dated Initial OR: B. Bidder acknowledges to the best of his/her knowledge no addendum has been issued by the DRPA: Dated Initial Bidder is required to complete, sign and submit form with bid regardless of whether addenda were issued. Failure to complete and return form is a fatal defect which cannot be cured and bid will be rejected. See: N.J.S.A. 40A:11-23.2 By: (Print or Type Name of Authorized Individual) Signature: Title: - ITB-3 -

VENDOR POLITICAL CONTRIBUTIONS POLICY The following Political Contributions Policy ( the Policy ) was established by the Deleware River Port Authority s ( DRPA ) Board of Commissioners ( the Board ) to ensure that the DRPA conducts business in an open, transparent, and ethical manner. The Policy defines the circumstances under which the DRPA is prohibited from contracting with business entities ( Entities ) which make certain political contributions. The Policy also places a continuing duty on the part of Entities that contract with the DRPA to report any contribution they make during the contractual relationship. POLICY: 1. All Entities seeking to enter into an agreement or otherwise contract to provide goods or services to the DRPA, if such agreement is in excess of $25,000 in value, will be required to submit a Political Contribution Disclosure Form and a Certification Form prior to the execution of an agreement. After entering into an agreement with the Authority, an Entity shall have a continuing duty to report any contribution it makes during the term of the agreement. The political contributions to be disclosed are limited to those made on the local, county, and state levels in Pennsylvania and New Jersey. 2. If an Entity makes a contribution during the term of the Agreement, the Entity must disclose the candidate, date of contribution and the amount of the contribution to the DRPA within 30 days. 3. Definitions: a. "Contribution" means a contribution which is a reportable contribution in accordance with either 25 P.S. 3241 et. seq. or N.J.S.A. 19:44A-1 et. seq., as applicable, made on or after the date hereof. b. Entity means: i. a for-profit entity as follows: A. in the case of a corporation: the corporation, any officer of the corporation, and any person or business entity that owns or controls 10% or more of the stock of the corporation; B. in the case of a general partnership: the partnership itself and any partner controlling 10% or more of the partnership interest; C. in the case of a limited partnership: the limited partnership and any partner controlling 10% or more of the limited partnership interest; D. in the case of a limited liability company: the limited liability company and any member controlling 10% or more of the limited liability company; - ITB-4 -

E. in the case of a limited liability partnership: the limited liability partnership and any partner controlling 10% or more of the limited liability partnership; F. in the case of a sole proprietorship: the proprietor; and G. in the case of any other form of entity organized under the laws of this State or any other state or foreign jurisdiction: the entity and any principal, officer, or partner thereof; ii. iii. iv. any subsidiary directly or indirectly controlled by the business entity; any political organization organized under section 527 of the Internal Revenue Code that is directly or indirectly controlled by the business entity, other than a candidate committee, election fund, or political party committee; and with respect to an individual who is included within the definition of business entity, that individual s spouse or civil union partner, and any child residing with the individual, that, this policy shall not apply to a contribution made by such spouse, civil union partner, or child to a candidate for whom the contributor is entitled to vote or to a political party committee within whose jurisdiction the contributor resides unless such contribution is in violation of Section 6 of this policy. 4. It shall be a breach of the terms of any contract with the DRPA for an Entity to: (i) knowingly conceal or misrepresent a contribution given or received; (ii) make or solicit contributions through intermediaries for the purpose of concealing or misrepresenting the source of the contribution; (iii) engage or employ a lobbyist or consultant with the intent or understanding that such lobbyist or consultant would make or solicit any contribution, which if made or solicited by the business entity itself, would subject that entity to the restrictions of this policy; (iv) fund contributions made by third parties, including consultants, attorneys, family members, and employees; (v) engage in any exchange or contributions to circumvent the intent of this policy, or (vi) directly or indirectly, through or by any other person or means, do any act which would subject that entity to the restrictions of this Policy. 5. An Entity which is determined by the DRPA to have willfully and intentionally made a contribution or failed to reveal a contribution in violation of this Policy shall be barred by the DRPA from contracting with the DRPA for up to five years. 6. Nothing contained herein shall prohibit the DRPA from contracting with an Entity where the DRPA s Chief Executive Officer is authorized to act pursuant to the Emergency Powers provisions under the By-laws. 7. Nothing contained in this Policy shall be construed as affecting the eligibility of any entity to enter into an agreement with the DRPA because that entity made a contribution during the two-year period immediately preceding the effective date of this Policy. This Policy was effective as of January 1, 2011. - ITB-5 -

PROCEDURE: Offerors are required to submit a Political Contribution Disclosure Form and a Certification Form on all bids, proposals, quotes, and/or statements of qualifications for contracts in the amount of $25,000 or more. The requested forms must be submitted in a separate sealed envelope from the rest of the Proposal. These forms shall not be submitted in the Technical Proposal or Cost Proposal. The Political Contribution Disclosure Form and Certification Form will be forwarded to the DRPA s Office of the Inspector General ( OIG ) for review. The OIG will determine whether the Offeror is in compliance with the DRPA s Policy. The OIG will also review the Political Contribution Disclosure Form for any potential conflict or direct conflict-of-interest with members of the DRPA s Board. The OIG will address any potential or actual conflict with the Board member, pursuant to OIG guidelines. Failure to submit these forms will result in the disqualification of the Offeror s Proposal. - ITB-6 -

POLITICAL CONTRIBUTION DISCLOSURE FORM This form or its permitted facsimile must be submitted to the DRPA in a separate, sealed envelope simultaneous with the delivery of a proposal or bid for, or prior to the extension or renewal of, any contract with the DRPA. Part I Entity Information Entity Name: Address: City: State: Zip: The undersigned being authorized to certify, hereby certifies that the submission provided herein represents compliance with the disclosure requirements of the DRPA. Signature Printed Name Title Part II Contribution Disclosure Disclosure requirement: Disclosure must include all reportable political contributions over the past four (4) years on the form provided. Contributor Name Recipient Name Date Dollar Amount $ - ITB-7 -

CERTIFICATION REGARDING PROHIBITION ON CONTRACTING WITH ENTITIES WHO MAKE CERTAIN POLITICAL CONTRIBUTIONS The Proposer hereby certifies that it has not made any contribution that would bar it from being awarded a contract with the DRPA pursuant to the latter s Prohibition on Contracting with Entities Who Make Certain Political Contributions Policy. The Proposer also certifies that, if awarded a contract with the DRPA, it shall report any contribution it makes during the term of the contract. Company Name Signature Title Date - ITB-8 -

TECHNICAL SPECIFICATIONS I. PURPOSE AND DESCRIPTION OF THE INVITATION TO BID ( ITB ) The Delaware River Port Authority ( DRPA ) is hereby requesting bids from New Jersey Board of Public Utilities (NJBPU)-licensed and Pennsylvania Public Utility Commission (PA-PUC)-licensed electric suppliers for Retail Electric Supply Service on a full requirements service basis. The DRPA includes a total of thirty-five (35) electric accounts across three utility service territories in the State of New Jersey and the Commonwealth of Pennsylvania. The DRPA includes fifteen (15) accounts in Philadelphia Electric Company s (PECO) service territory, three (3) accounts in Atlantic City Electric s (AECO) service territory and seventyeen (17) accounts located in Public Service Electric and Gas s (PSE&G) service territory. Annual energy consumption is approximately 61,000 megawatt-hours (MWh). Detailed information, including account numbers, service addresses, billing addresses, historical consumption data, and capacity and transmission obligations is contained in Appendix C to this ITB. Bidders are required to submit bids in accordance with the instructions set forth in Appendix A. This ITB includes both Primary-service (Commercial and Industrial Energy Pricing or CIEP ) and Secondary-service (Residential Small Commercial Pricing RSCP ) accounts. Service for Primary-Service will begin with each account s April 2019 meter read date. Service for Secondary-Service will begin with each account s May 2018 meter read date. The term of service will be determined per the pricing option(s) ultimately selected by the DRPA for each group of accounts. All bids submitted in response to this ITB shall be considered an offer to provide Full Requirements Service to each account for the DRPA listed herein. Upon acceptance of a winning bid, it is anticipated that the DRPA will execute the contract by 4:00 pm EST on the day that bids are submitted. It is the intention of the DRPA to execute the contract attached hereto as Appendix B with the lowest responsible and responsive bidder for the pricing option(s) selected by the DRPA. Notwithstanding this intention, the DRPA reserves all of its rights under applicable law including, but not limited to, the right not to award or enter into a contract that may result from the rejection of bids in accordance with law, or such other circumstances that does not result in the award of a contract under applicable law. A. Two-Phase Bid Process This ITB consists of the following two phases: 1. Phase I: Required Documentation - Must be received at the offices of the DRPA no later than 2:00 pm EST on Tuesday, April 10, 2018. See Section II below - Submission of Bids - for instructions and required bid documents.

2. Phase II: Electronic Reverse Auction - The electronic reverse auction will be conducted on Wednesday, April 11, 2018 at 11:30 am EST. Several pricing options will be auctioned (see Table contained in Appendix A for Pricing Options, as well as Auction description and instructions). Bidders must complete and submit all required documents (see Bidders Checklist and Instructions to Bidders) in order to participate in the Auction. Failure to submit the required documentation by the aforementioned deadline shall preclude participation in the electronic reverse auction. B. Definition of Pricing Options Appendix A to this ITB contains a detailed description of the pricing options, account categories, requirements and duration for each pricing option. C. Bid Inquiries/Questions The deadline for receipt of questions is Tuesday, March 27, 2018 at 2:00 pm EST. All inquiries and correspondence relating to this ITB must be submitted via e- mail to the attention of Karen Cyphers, Contract Administrator, at klcyphers@drpa.org with a copy to Amy Ash, Manager of Contract Administration, at alash@drpa.org. D. Owner Contractual and Pricing Requirements The DRPA will utilize the form of contract attached hereto as Appendix B. This contract is referred to herein as the Electric Supply Service Agreement ( the Agreement ). Suppliers must submit any exceptions to this contract with their response; however, exceptions that are deemed immaterial by the DRPA may result in that bid being rejected. All costs to provide Full Requirements Service up to the delivery point are to be included in the bid price. This includes, but is not limited to, the following components: energy, capacity, transmission, ancillary services, all line losses, supplier margin, consultant fee, and any other applicable costs. The DRPA is tax exempt and certificates are provided in Appendix D. The bid price must be exactly the all-inclusive price that is presented on the bills. Bidders pricing shall not include delivery service charges and other charges imposed by the Electric Delivery Company. The DRPA s historical annual electric consumption is being furnished for informational purposes only, and may not be the actual Full Requirements Service to be used by the DRPA during the term of the Agreement. It is expected that Bidders will secure and/or confirm consumption history and account requirements on their own.

In submitting a bid, the bidder acknowledges that it waives any and all of its claims and causes of action against DRPA and/or NORESCO, Inc., or any of their officers, directors, representatives, members, employees, principals, consultants, and agents, on the basis on the historical usage or contract quantities that the bidder may have relied upon. The Agreement will not be on a take-or-pay basis. Since it is impossible to determine the precise quantities of Full Requirements Service that will be needed during the term of the Agreement, the Supplier shall be obligated to furnish all of the DRPA s requirements during the term of the Agreement at the contract price. E. Consultant Fee Agreement The DRPA has retained NORESCO to assist in procuring Electric Supply Service for the DRPA. The Supplier must enter into a separate agreement with NORESCO, Inc. whereby the Supplier will pay NORESCO a fee per kwh of electricity used by the DRPA during the term of the agreement (the Consultant Fee ). All bid prices must be inclusive of the consultant fee payable to NORESCO, LLC (please refer to Appendix A). II. SUBMISSION OF REQUIRED BID FORMS A. Phase I - Required Bid Documentation Bidders must submit one (1) original and three (3) copies of their required bid documentation, which shall include the Bidder Qualifications (outlined below) and all required bid forms per the Bidder s Checklist. Bidders must initial and acknowledge their submittal of each required document using the Bidder s Checklist. All documents including the Pricing Form shall be executed by a person duly authorized to legally bind the Bidder ( Authorized Representative ). The bid package should: (i) be marked as 2018 DRPA Electric ITB on the outside of the sealed envelope; (ii) indicate the name and address of the Bidder; and (iii) be submitted to the following address: Karen Cyphers Contract Administrator Delaware River Port Authority One Port Center, 2 Riverside Drive P. O. Box 1949 Camden, NJ 08101 All bid packages submitted by responsible suppliers in response to this ITB must be in a sealed envelope and received no later than 2:00 pm EST, on Tuesday, April 10, 2018. Required bid documents may not be submitted via facsimile or e-mail. Bid packages received before the Submission Date will not be opened until after 2:00 pm EST, on Tuesday, April 10, 2018.

Packages received after the date and time noted above will not be accepted and will preclude participation in the electronic reverse auction. The costs and expenses associated with the preparation of a Bid will be at the sole cost and expense of the Bidder. In no event will a Bidder have a claim against any member of the DRPA or NORESCO or any of their officers, directors, representatives, members, employees, principals, respective staff, consultants, or agents, for reimbursement of any such costs or expenses. The DRPA hereby reserves the right to reject any and all Bids and not enter into the Agreement with any Bidder. The DRPA also reserves the right to waive any informalities or omissions in any Bid. Bidder Qualifications The following evidence of Bidder Qualifications shall be provided by the Bidder: 1. Electric Supplier license (provisional or final), as issued by the New Jersey Board of Public Utilities and also by the Pennsylvania Public Utility Commission. 2. Information regarding any complaint relating to the provision of Electric Supply Service filed against Bidder since being licensed by the NJBPU and also by the PA-PUC. 3. Political Contribution Disclosure Form (in a separately sealed envelope) B. Phase II Electronic Reverse Auction Appendix A contains Instructions for Supplier Auction participation. Several pricing options will be auctioned. Each pricing option will be auctioned separately. The platform will be open at 11:30 am EST for bidding. III. SCOPE OF WORK Below are the services that the DRPA will require from the Supplier under the Agreement: Provide Full Requirements Service, and any other services necessary to ensure the provision of Full Requirements Service, to DRPA Facilities for the term beginning on the Commencement Date and ending on the Termination Date. The winning Supplier(s) are expected to enroll and serve all accounts listed herein Appendix C, and submit monthly invoices to the DRPA for the provision of Full Requirements Service pursuant to the Agreement. Supplier must state whether

proposed billing for awarded tranche(s) will be consolidated, dual, or if the DRPA may choose the billing type of its preference. IV. SELECTION PROCESS The Agreement shall be awarded to the lowest responsible and responsive bidder for the option that is selected by the DRPA. The DRPA intends to award the Agreement to the lowest responsible and responsive bidder in each of the categories of accounts if, in its sole discretion, it deems the applicable Bid Price to be favorable to the DRPA. The DRPA may enter into multiple Agreements as necessary (one Agreement with each successful bidder for the appropriate category of accounts). In any case, the DRPA may, in its sole discretion, decide to award the Agreement for only one category of accounts and not the other(s), or may decide to not award the Agreement for any category of accounts. Before 4:00 pm EST on Wednesday, April 11, 2018, the lowest responsible and responsive Bidder(s) will be contacted by telephone by the DRPA s Contract Administration Department and notified that it will be recommended for award of the Agreement by the DRPA. The DRPA is not obligated to enter into an Agreement with any Bidder. The DRPA reserves all of its rights under applicable law and policy including, but not limited to, the right under circumstances provided by law to reject any and all Bids. In the event that a bid contains a non-material defect, the DRPA may, in its sole discretion, waive the nonmaterial defect. V. GENERAL REQUIREMENTS All quantities of Full Requirements Service provided to the DRPA under the Agreement shall be considered Firm and guaranteed for delivery by the Supplier to the delivery point(s). The Supplier shall be liable for any losses incurred by the DRPA for the failure of Supplier to provide Full Requirements Service pursuant to the Agreement and shall indemnify and hold harmless the DRPA and its Indemnified Persons (consisting of the DRPA together with its officers, directors, members, representatives, employees, principals, consultants, and agents) from and against any and all Losses relating to such failure. The Supplier will be expected to execute the Agreement in the form set forth in Appendix B. The Bidder shall not add, delete or change any material provision, section, term, or other language contained in the Agreement. Any material additions, deletions or changes to the Agreement set forth in Appendix B may be cause for rejection of the Bid.

Subsequent to the formal award of the Agreement by the DRPA, the Supplier shall be required to execute and deliver the Agreement to the DRPA within seven (7) days of receipt of such Agreement. As of the contract date, the Supplier shall be responsible for having the DRPA s accounts enrolled with the utility and transferred to the Supplier for purposes of providing Full Requirements Service beginning on the Commencement Date and ending on the Termination Date. The Supplier shall comply with the Affirmative Action Act provisions set forth in the Appendices section of this ITB and with the political contribution certification and disclosure requirements set forth in this ITB. The lowest responsible and responsive bidder shall supply the DRPA: (i) evidence of Commercial General liability insurance of at least $1,000,000 combined single limit/$2,000,000 Aggregate with an insurer who has a financial rating of A- (Excellent) or Higher and financial size of Class VII or Higher and; (ii) affirmative action compliance documentation; and (iii) a completed IRS W-9 Form. VI. MODIFICATION OF REQUEST FOR BID The DRPA reserves the right to modify this ITB by issuing an addendum at any time before the submission date. These addendums will be numbered consecutively and will be distributed to all persons who have received the ITB. The DRPA shall also advertise notice of each addendum issued in accordance with the requirements of applicable law. These addendums will be issued by the DRPA and will constitute a part of this ITB. Each Bidder is required to acknowledge receipt of all addendums at the time of submission of its Bid. All responses to this ITB shall be prepared with full consideration of the addenda issued before the submission date. VII. MISCELLANEOUS A. Brokers and/or Agents as Bid Respondents Energy brokers or agents are invited to alert energy suppliers of this bidding opportunity. However, bid submissions must come directly from New Jersey or Pennsylvania-licensed retail energy suppliers. The DRPA will not accept more than one (1) proposal submission from any New Jersey or Pennsylvania-licensed retail energy supplier. If an award is made, the DRPA will enter into an Agreement directly with the licensed retail energy supplier that is deemed the lowest responsible and responsive bidder. Note that brokers or agents should be registered with the New Jersey Board of Public Utilities and Pennsylvania Public Utilities Commission as an Energy Consultant, Energy Agent and/or Private Aggregator, as appropriate. B. Future Contract or Price Adjustments (Extensions, etc.)

During the term of the agreement, the DRPA reserves the right to implement the following adjustments to the contract terms and conditions, with the written consent and acceptance of the winning supplier: Contract price: The DRPA may wish to extend the original contract term, and blend the extension price with the original bid price to create a new, blended rate that would be in effect for the remainder of the original contract term and including the new (additional) contract months. This is commonly referred to as blend and extend. The DRPA may propose to add accounts that are not presently listed in this ITB to the contract subsequent to contract award. Any new accounts can only be added if they are able to be added at the original bid price. At the request of the DRPA, the winning supplier will advise the DRPA as to whether the original bid price can be honored for any new electric accounts. No extensions or additions will be expected unless agreed to by both parties.