May 30, 2013 __________________________________________________

REQUEST FOR PROPOSALSROUND TWO

TO PROVIDE NON-TRANSMISSION ALTERNATIVES FOR PILOT PROJECT IN THE BOOTHBAY, MAINE ELECTRIC

REGION

Issued By:

GRIDSOLAR, LLC

148 MIDDLE STREETPORTLAND, MAINE 04101

(207) 772-6190

MAY 30, 2013

May 30, 2013

__________________________________________________

REQUEST FOR PROPOSALS – ROUND TWOTABLE OF CONTENTS

1. Context

2. Pilot Area

3. Non-Transmission Alternatives – General

4. Non-Transmission Alternatives – Specific

5. Bid Guidelines

6. Bid Submissions

Exhibits:

A. Map of Pilot AreaB. NTA Resource Application Form – Energy ConservationC. NTA Resource Application Form – Solar PVD. NTA Resource Application Form – Wind TurbinesE. NTA Resource Application Form – Tidal PowerF. NTA Resource Application Form – HydroelectricG. NTA Resource Application Form – BUGSH. NTA Resource Application Form – Prime Power UnitsI. NTA Resource Application Form – Demand ResponseJ. NTA Resource Application Form – Energy StorageK. NTA Resource Application Form – Battery StorageL. Capacity RatingsM. NTA Resource Application Forms – Samples of Each FormN. Form of Contract (To be provided)

GridSolar, LLC 1

May 30, 2013

__________________________________________________

GridSolar, LLC 2

May 30, 2013

__________________________________________________

REQUEST FOR PROPOSALS

1. Context

This Request for Proposals – Round Two (RFP-II) has been prepared by GridSolar, LLC (“GridSolar”) and is being furnished solely for use by prospective respondents interested in and capable of providing Non-Transmission Alternatives (“NTAs”) in connection with a Pilot Project to provide grid reliability in the Boothbay, Maine electrical region (“Boothbay Pilot”).

This RFP-II is being issued as a result of the failure of a responder to the original Request for Proposals to secure financing and approval for its NTA. As a result, GridSolar is now seeking approximately 1,000 kWs of new NTA resources in the Boothbay Pilot region. This RFP-II follows the same format and requests the same types of information as was requested in the initial Request for Proposals, except that the scope is up to 1,000 kWs of capacity.

By way of background, the initial Request for Proposals was prepared pursuant to an order by the Maine Public Utilities Commission (“Commission”) in Docket No. 2011-138, CENTRAL MAINE POWER COMPANY Request for Approval of Non-Transmission Alternative (NTA) Pilot Projects for the Mid-Coast and Portland Areas, issued on April 30, 2012 in which the Commission approved a stipulation entered in to by GridSolar, the Office of Public Advocate (“OPA”), the Conservation Law Foundation (“CLF”), ENE (“Environment Northeast” and Efficiency Maine Trust (“EMT”). The order authorizes the development of a pilot plan to evaluate the ability of Non-Transmission Alternatives to meet reliability needs in the Boothbay sub-region of Central Maine Power Company’s (“CMP”) Mid-Coast grid area.

The Boothbay Pilot involves the development (through third-party entities), operation and control of up to 2,000 kW of NTAs located in the Boothbay sub-region of the Mid-Coast area (“Pilot Area”). The NTAs must be capable of operating so as to reduce the power inflows into the Pilot Area when called upon to do so. The ability to secure up to 2,000 kW of NTAs will result in a net load reduction in the Pilot Area, which, if the Boothbay Pilot is successful and a longer-term NTA solution is approved by the Commission, could avoid the need for an $18 million rebuild of the 34.5 kV line from Newcastle to Boothbay.

A second purpose of the Boothbay Pilot is to evaluate the ability of NTAs to provide grid reliability. Consistent with this purpose of the Boothbay Pilot and 35-A M.R.S.A § 3143(4), the RFP-II is designed to solicit a wide range of potential NTA solutions, including both dispatchable and passive resources, and energy efficiency, distributed renewable and non-renewable generation, and demand response. As stated in the stipulation, GridSolar shall, to

GridSolar, LLC 3

May 30, 2013

__________________________________________________

the extent feasible include a minimum of 250 kW of NTA resources in each of the following categories: energy efficiency, demand response, renewable distributed generation (at least half of which shall be photovoltaic solar energy), and non-renewable distributed generation (with preference given to resources with no net emissions of greenhouse gases). The Commission Order enables GridSolar to seek contracts for NTA resources of up to three (3) years in duration, beginning June 1, 2013. All contracts with NTA resources are subject to approval by the Commission. The three year limitation is consistent with the purpose of this effort as a pilot project to evaluate the viability and cost effectiveness of using NTAs to ensure grid reliability.

All information submitted by a respondent to this RFP-II will be treated as confidential pursuant to the terms of the RFP-II, and all information provided to the Commission will be subject to protective order issued by the Commission limiting access to it. The process and time schedule for processing responses to this RFP-II, selecting winning responses, executing contracts and development and implementation are set forth in Sections 5 and 6 of this RFP-II.

Section 4 of this RFP-II sets forth the specific requirements for each type of NTA and specifies the information that a respondent must provide to be considered. Failure to provide all of this required information is grounds for disqualification.

GridSolar reserves the right (1) to negotiate with one or more prospective bidders at any time, (2) to terminate at any time further participation in the investigation, proposal and negotiation process by any or all prospective bidders, (3) to modify the bidding, proposal, and negotiation procedures at any time, and (4) to enter into a contract to provide an NTA without prior notice to other prospective bidders.

IMPORTANT – Each contract entered into between GridSolar and a successful NTA Resource is subject to approval by the Maine Public Utilities Commission.

2. The Pilot Area:

This RFP-II is limited to a geographic region that is supplied by CMP Line 23, a 34.5 kV feed that originates in Edgecomb and terminates in Boothbay. The region, which we refer to as the Pilot Area, is shown on the map in Exhibit A, attached.

GridSolar, LLC 4

May 30, 2013

__________________________________________________

Each NTA submitted for consideration in this RFP-II must be interconnected to this circuit as described below:

a. If the NTA resource is a generation resource that delivers power directly to the CMP grid, then the point of delivery must be to a CMP line that is supplied by CMP line 23. If the physical locations of the generation resource and the CMP line are within the Pilot Area, the generation resource will meet this requirement.

b. If the NTA resource is a generation resource that is located behind-the-meter and provides all or part of its output to meet electric loads served by CMP at that meter (for example, a rooftop solar installation on a residential house that is served by CMP), then the meter must connect to a CMP line that is supplied by CMP line 23. If the physical locations of the generation resource and the CMP line are within the Pilot Area, the generation resource will meet this requirement.

c. If the NTA resource is a demand response resource that, when called upon, reduces the electric load of a customer, then the customer’s electric meter must connect to a CMP line that is supplied by to CMP line 23. If the physical location of the customer’s meter and the CMP line are within the Pilot Area, the generation resource will meet this requirement.

d. If the NTA resource is an energy conservation resource that reduces the electric load of a customer, then the customer’s electric meter must connect to a CMP line that is supplied by CMP line 23. If the physical location of the customer’s meter and the CMP line are within the Pilot Area, the generation resource will meet this requirement.

Please note – regardless of the nature of the NTA, if it is not connected directly, or indirectly through a meter to a CMP power line, then the NTA resource will not qualify under this RFP-II. (For example, if the customer’s premise is off-grid and does not take electric service from CMP, then any NTA that serves that customer will not qualify under this RFP-II.)

This RFP-II is for new NTA Resources after September 1, 2012, or for existing resources that are not currently providing an electric grid reliability service (either directly or indirectly). Generating resources that have received or applied for net-metering authorization, entered into an Interconnection Agreement, or are in the ISO New England queue for generating resources, prior to June 1, 2012 do not qualify.

GridSolar, LLC 5

May 30, 2013

__________________________________________________

3. Non-Transmission Alternatives - General

For purposes of this RFP-II, an NTA is any resource or action that is capable of reducing the electric power that must flow into the Pilot Area on CMP’s existing transmission lines in order to meet electric load. The scope of this definition is intentionally broad and encompasses such resources or actions as the following:

a. Energy Conservation and Efficiency – but only conservation that reduces electricity usage;

b. Photovoltaic solar generation;c. Thermal solar systems that displace current electric load (e.g., an electric hot

water heater);d. Wind turbine generators;e. Hydroelectric, tidal or kinetic generation;f. Fuel Cells (regardless of the fuel used);g. Back-up or emergency generators (regardless of the fuel used);h. Prime Power Generatorsi. Demand or load response;j. Energy Storage.

The purpose of the Boothbay Pilot is to ensure that CMP’s grid meets reliability criteria by easing the burden on the CMP line that imports energy into the Pilot Area during periods of peak energy use. Peak electric loads in the Pilot Area tend to occur on hot and humid summer days, when the population in the Pilot Area expands due to tourism, most businesses (such as supermarkets, restaurants and inns) are operating at high levels, air conditioners are turned to high settings, and the capacity of the line itself is reduced because of high ambient temperatures and low wind conditions. The most critical times are during the summer months of July and August, from 1:00 pm to 7:00 pm, usually in the mid to late afternoon, when temperatures and humidity are very high and winds are light.

This is important, because it informs the decision about which NTAs are more valuable for purposes of this RFP-II. NTAs that operate when load conditions are at their peak can provide the required grid reliability benefits, whereas NTAs that only operate during relatively low load conditions are less useful or not useful at all. For example, LED Christmas lighting saves energy but energy savings in winter do not provide grid reliability benefits. In contrast, conversion from low-efficiency to high-efficiency air conditioners or HVAC systems will provide grid reliability benefits because it will reduce summertime peak load. Similarly, wind turbine generators are less valuable than solar PV systems, since the former cannot be relied upon to operate when needed, while the latter tend to operate at their

GridSolar, LLC 6

May 30, 2013

__________________________________________________

maximum capacity during hot sunny days when electric loads in the Pilot Area are at their highest.

Additionally, respondents should note the difference between active and passive NTAs. Active NTAs are controlled by the customer or by the grid operator and can be turned on and off (“dispatched”) as needed to meet grid reliability requirements. These include such measures as demand or load response and back-up, emergency generation. Assuming that these NTAs actually operate when called upon, they can be timed to coincide with periods of peak electric load and will be assigned a high Capacity Rating, relative to their nominal capacity ratings.

Passive NTAs, in contrast, cannot be actively controlled. For example, a solar PV or wind system generates electricity whenever conditions are right – i.e., there is adequate sunshine or wind – and for economic reasons are generally not turned on or off by an operator. Similarly, once installed, LED lighting and high efficiency air conditioners will always operate on less electricity per unit of output than incandescent lighting or low-efficiency air conditioners. From a grid reliability perspective, passive NTAs are most valuable if they can be operated coincident with peak loadings – i.e., at the time when the capacity of the grid is most strained. Passive resources that are not always on at peak load periods will be assigned a lower Capacity Rating relative to their nominal capacity ratings. Since, it is running all hours Prime Mover Generation also falls into this category, although excess capacity could be offered as a dispatchable resource.

4. Non-Transmission Alternatives - Specific

This section of the RFP-II identifies general requirements for all NTA resources and provides additional detail on each specific type of NTA for the purpose of defining the requirements more completely and soliciting information from the bidder through completion of one or more accompanying NTA Resource Application Forms. In addition, the NTA Resource Application Forms are used by the respondent to provide its bid to supply one or more NTAs in response to this RFP-II. Each NTA type is further described below. The NTA Resource Application Forms can be found in the exhibits, along with instructions for how to complete each Form.

A. General Requirements

1. Physical Location – All NTA resources must be physically located within the Pilot Area served by CMP line 23, and must connect directly or indirectly through a CMP customer’s meter to a CMP distribution line or to a CMP customer’s load.

GridSolar, LLC 7

May 30, 2013

__________________________________________________

2. Commercial Operations Date – All NTA resources proposed must be on-line and commercially operable on or before June 1, 2014, and must remain in service for three years.

3. Capacity– All NTA resources proposed must provide their nameplate ratings, as defined on the NTA Resource Application Forms. Depending on the type of the NTA resource proposed and its specific characteristics, the Capacity Rating for the NTA resource may be lower than the nameplate rating. This calculation is described in more detail below and in Exhibit L.

4. Respondent Information – Each respondent must provide the information requested for each NTA resource proposed regarding the respondent and, if applicable, the customer on whose premise the NTA resource is located or interconnected.

5. Permits, Authorizations – Each responded must demonstrate that each NTA resource proposed is capable of meeting and will meet all applicable laws, rules, regulations and permits necessary for its commercial operation as proposed.

6. Duration – Each dispatchable resource must indicate the maximum number of hours that it can operate both on an annual or daily basis and other limitations on dispatch of the unit.

7. Maintenance Outages – All NTA Resources must notify GridSolar when they are off-line due to scheduled or unscheduled maintenance and therefore not available to be called upon by GridSolar. NTA Resources shall notify GridSolar at least two weeks in advance of any planned maintenance outage and shall not schedule planned maintenance during the summer months from June through September.

8. Form of Contract – All NTA Resources that are accepted by GridSolar will be expected to execute a contract with GridSolar of the form provided in Exhibit N. (This is under development and will be available to bidders on the GridSolar web site at a later date.)

B. Passive NTAs

1. Electricity Conservation and Efficiency – For purposes of this RFP-II, energy conservation means any equipment or device that, when installed at a facility, results in a reduction in the amount of electricity used by that facility. Electricity Conservation includes, but is not limited to, more efficient lighting such as CFLs or LEDs, high efficiency motors, variable speed drives, high efficiency appliances and equipment, occupancy sensors and building automation systems.

GridSolar, LLC 8

May 30, 2013

__________________________________________________

There are three critical pieces of information that we require to evaluate the performance of each specific Electricity Conservation measure proposed – (a) the electric requirements of the measure itself, (b) the electric requirements of the equipment or device the measure is replacing and (c) the probability that the Electricity Conservation measure will be operating at a time when it is necessary to reduce electric loads in the Pilot Area to ensure grid reliability – the coincidence factor we described in the prior section. The first two factors must be provided by the respondent. As specified by the Commission Order approving the Pilot Project, the third factor is derived based on values used by ISO-NE for evaluation of energy conservation proposed in its Forward Capacity Markets. The relevant coincidence factors for various resources that GridSolar will employ in evaluating bids that it receives are discussed later in Exhibit L.

Since the Capacity Rating for Electricity Conservation measures is computed by formula and not adjusted based on actual performance, it is not necessary for the respondent to provide GridSolar with detailed performance data. All that is required for the respondent to receive the appropriate capacity payment is confirmation that the measure remains in service and is functioning per its design specifications and as proposed in the NTA Resource Application Forms.

2. Solar PV – Solar PV refers to any equipment that generates electricity using photovoltaic technologies. Solar PV can be roof-mounted or ground-mounted, fixed axis, single-axis tracking or dual-axis tracking, and interconnected directly to a CMP distribution line or located behind a CMP customer’s meter.

The capacity and actual performance of Solar PV are dependent on a number of variables related to the installation, including the type of equipment, the geographic orientation of the site, the angle of declination of the Solar PV panels, the presence of any shading or any other factor that could reduce performance, and the size and quality of the inverters. GridSolar will evaluate these and other aspects of each Solar PV proposed to determine the appropriate Capacity Rating for each Solar PV facility, as described in more detail in Exhibit L.

For all solar facilities, GridSolar anticipates that there will be a significant positive correlation between the peak load in the Pilot Area and the output of the solar facility. Most fixed axis solar facilities are installed pointing due south with a slope angle equal to the latitude at which they are installed in order to maximize annual kWh generation. For the purpose of this RFP-II, GridSolar will compute the Capacity Rating of each Solar PV facility based upon that facility’s specific elevation (angle of tile relative to horizontal) and orientation (relative to 0 degrees true north). GridSolar will use the NREL Solar Watt Calculator (August 2012, or later if updated) Version 1 to calculate the hourly output from

GridSolar, LLC 9

May 30, 2013

__________________________________________________

each facility proposed. GridSolar will then select the maximum hourly output during the period July through August as the Capacity Rating. A more detailed description of this rating procedure is described in Exhibit L.

While the Capacity Rating for Solar PV is computed by formula in the first instance, it will be adjusted over the period of any contract based on actual performance, as described further in Exhibit L. This adjustment will not be in relation to performance when called upon, but rather will be based on overall performance relative to design criteria. This will ensure that Capacity Ratings for Solar PV reflect degradation (or improvement) in unit performance. To measure this, all Solar PV systems must track energy generation on an hourly basis. This information can be captured at the facility for download and delivered to GridSolar on a periodic basis (for example, once each month) or it can be passed electronically to GridSolar in real-time over the internet. GridSolar requires this latter form of data connectivity on all Solar PV installation greater than 25 kW of nameplate rating. Inverter meters will be adequate for facilities less than 25 kW of nameplate capacity; Revenue grade meters are required for facilities of 25 kW or greater of nameplate capacity.

3. Wind Turbines – Wind Turbines refers to any equipment that generates electricity using wind power. Wind Turbines can be of any size or type and designed as a single turbine or multi-turbine array, but they must be interconnected directly to a CMP distribution line or located behind a CMP customer’s meter.

The capacity and actual performance of Wind Turbines are dependent on a number of variables related to the installation, including their location, the type of equipment and the wind resource. GridSolar will evaluate these and other aspects of each Wind Turbine(s) proposed to determine the appropriate capacity for each such facility, as described in more detail in Exhibit L.

There is no underlying correlation between the coincidence of grid reliability requirements at periods of peak transmission and the output of a wind facility. GridSolar has determined that the appropriate coincidence factor to use for Wind Turbines is 10%. Therefore, the initial Capacity Rating of Wind Turbines will be computed as the nameplate capacity multiplied by the coincidence factor of 10%.

While the Capacity Rating for Wind Turbines is computed by formula in the first instance, it will be adjusted over the period of any contract based on actual performance, as further described in Exhibit L. This adjustment will not be in relation to performance when called upon, but rather will be based on overall performance relative to design criteria. This will ensure that Capacity Ratings for Turbines reflect any degradation (or improvement) in unit

GridSolar, LLC 10

May 30, 2013

__________________________________________________

performance. To measure this, all Wind Turbine systems must track energy generation on an hourly basis. This information can be captured at the facility for download and delivered to GridSolar on a periodic basis (for example, once each month) or it can be passed electronically to GridSolar in real-time over the internet. GridSolar requires this latter form of data connectivity on all Wind Turbines installation greater than 25 kW of nameplate rating. Inverter meters will be adequate for facilities less than 25 kW of nameplate capacity; Revenue grade meters are required for facilities of 25 kW or greater of nameplate capacity.

4. Tidal Power – Tidal Power refers to any facility, installation or equipment that generates electricity using ocean currents and/or the rise and fall of the tides. Tidal Power can be of any size or type and designed as a single turbine or multi-turbine array, but they must be interconnected directly to a CMP distribution line or located behind a CMP customer’s meter.

The capacity and actual performance of Tidal Power are dependent on a number of variables related to the installation, including their location, the type of equipment and the ocean current or tidal resource. GridSolar will evaluate these and other aspects of each Tidal Power proposed to determine the appropriate capacity for each such facility.

Unless a tidal storage facility is designed and operated specifically to provide capacity value instead of to maximize energy output, its correlation to GridSolar’s requirements is likely to be minimal. GridSolar will use a Capacity Rating equal to 10% of its nameplate rating, the same as for wind turbines. For hydrodynamic turbines that do not rely on storage, the burden of proof will be on the developer to demonstrate the likely coincidence factor. The Capacity Rating for Tidal Power projects that rely on the rise and fall of the tide or on ocean currents will be determined on a case-by-case basis.

While the Capacity Rating for Tidal Power is computed by formula or by negotiation in the first instance, it will be adjusted over the period of any contract based on actual performance, as described further in Exhibit L. This adjustment will not be in relation to performance when called upon, but rather will be based on overall performance relative to design criteria. This will ensure that Capacity Ratings for Tidal Power reflect any degradation (or improvement) in unit performance. To measure this, all Tidal Power systems must track energy generation on an hourly basis. This information can be captured at the facility for download and delivered to GridSolar on a periodic basis (for example, once each month) or it can be passed electronically to GridSolar in real-time over the internet. GridSolar requires this latter form of data connectivity on all Tidal Power installation greater than 25 kW of nameplate rating. Inverter meters will be adequate for facilities less than 25 kW of

GridSolar, LLC 11

May 30, 2013

__________________________________________________

nameplate capacity; Revenue grade meters are required for facilities of 25 kW or greater of nameplate capacity.

5. Hydroelectric – Hydroelectric refers to any facility or installation that generates electricity using gravity-fed water flows in a penstock or a river. Hydroelectric projects can be of any size or type, designed as a single turbine or multi-turbine array and operate as a run-of-river facility or have available storage, but they must be interconnected directly to a CMP distribution line or located behind a CMP customer’s meter.

The capacity and actual performance of Hydroelectric projects are dependent on a number of variables related to the installation, including their location, the type of equipment and the water resource. GridSolar will evaluate these and other aspects of each Hydroelectric project(s) proposed to determine the appropriate capacity rating for each such facility.

Since the seasonal flow of rivers is highly variable, it is not possible to develop a single Capacity Rating that would apply to all potential Hydroelectric projects. GridSolar will need to evaluate the Capacity Rating of each proposed Hydroelectric project.

While the Capacity Rating for Hydroelectric is computed on a case-by-case basis in the first instance, it will be adjusted over the period of any contract based on actual performance, as described further in Exhibit L. This adjustment will not be in relation to performance when called upon, but rather will be based on overall performance relative to design criteria. This will ensure that Capacity Ratings for Hydroelectric reflect any degradation (or improvement) in unit performance. To measure this, all Hydroelectric systems must track energy generation on an hourly basis. This information can be captured at the facility for download and delivered to GridSolar on a periodic basis (for example, once each month) or it can be passed electronically to GridSolar in real-time over the internet. GridSolar requires this latter form of data connectivity on all Hydroelectric installation greater than 25 kW of nameplate rating. Inverter meters will be adequate for facilities less than 25 kW of nameplate capacity; Revenue grade meters are required for facilities of 25 kW or greater of nameplate capacity.

6. Prime Mover Generation – Prime Mover Generation refers to any facility or equipment that is capable of generating electricity using a non-renewable fuel, requires being turned on and off and operates in a manner so as to meet all or a portion of the host customer’s electric load on a regular basis. (A “peaker” falls under this category of NTA Resource.) The Prime Mover Generation must be directly connected to a load that is served by a CMP distribution line. Prime Mover Generation that provide electric service to facilities or equipment that is not connected to a CMP distribution line do not qualify under this RFP-II.

GridSolar, LLC 12

May 30, 2013

__________________________________________________

The initial Capacity Rating for a Prime Mover Generation resource will be set equal to its nameplate rating, unless there are clear reasons why this would not be appropriate.

Adjustments to the initial Capacity Rating for a Prime Mover Generation resource will be as described in Exhibit L.

Prime Mover Generation resources must demonstrate that they have the capacity to store enough fuel on-site to meet their operating obligations for any bid submitted in response to this RFP-II.

C. Active NTAs

Active NTAs differ from Passive NTAs in that they need to be turned-on to deliver electric capacity into the grid in the Pilot Area. In addition to the specific items noted for each Active NTA shown below, the following apply to all Active NTAs:

Capacity Rating. The initial Capacity Rating for each Active NTA will be determined as specified in this section. These initial Capacity Ratings will be adjusted based on the performance of the Active NTA when called upon by GridSolar to deliver electricity, either in a test situation or for a real reliability event. The subsequent Capacity Rating will be set equal to the actual performance of the Active NTA, which may be higher or lower. The Capacity Rating will remain at this level until the next time it is called upon to perform, and its Capacity Rating will then be adjusted to equal its actual performance. For purposes of setting Capacity Rating, actual performance will be defined as the average hourly performance during the entire period in which the Active NTA was called upon. If there is an extraordinary event during the period in which an Active NTA is called upon that impacts its actual performance negatively, the Active NTA can petition GridSolar for the opportunity to demonstrate a higher level of performance. (See Exhibit L for further discussion of this matter.)

Interconnection – All Active NTA resources that are set up to operate in parallel with the CMP grid must demonstrate that they meet CMP’s requirements or must provide a copy of their Interconnection Agreements.

Communication – All Active NTA resources must be capable of communicating with GridSolar in real-time via a reliable internet connection. This communication must be capable of performing the following functions, all in real-time:

GridSolar, LLC 13

May 30, 2013

__________________________________________________

o Receiving orders from GridSolar to start and/or stop operations.o Permitting GridSolar to verify the status of the Active NTA resource.o Permitting GridSolar to download performance data directly from the Active

NTA resourceo Periodic uploading of performance data to GridSolar.

Operation Requirements - All Active NTA resources must be capable of responding to a start directive from GridSolar within two (2) minutes of GridSolar’s issuance of the directive. Any Active NTA resource that is controlled directly by GridSolar is deemed to meet this requirement.

1. Back-up or Stand-by Generation – Back-up or Stand-by Generation (“BUGS”) refers to any facility or equipment that is capable of generating electricity using a non-renewable fuel, requires being turned on and off and operates in a manner so as to generate electricity when the electric grid is not operating. This latter provision requires that the BUG be directly connected to a CMP distribution line or directly connected to a load that is served by a CMP distribution line. BUGS that provide electric service to facilities or equipment that is not connected to a CMP distribution line do not qualify under this RFP-II.

The initial Capacity Rating for a BUG depends on whether the BUG is set up to operate in parallel with CMP’s electric grid or not. If it is capable of parallel operation (that is, it can run and deliver electricity to a CMP distribution line or directly to a load that is connected to a CMP distribution line when the CMP distribution line is in service), then its Capacity Rating will be set equal to its nameplate rating, unless there are clear reasons why this would not be appropriate. If the BUG is not capable of running in parallel with the CMP grid, then its Capacity Rating will be set equal to the lesser of its nameplate rating or the expected simultaneous peak capacity of the load to which it is interconnected, unless there are clear reasons why this would not be appropriate.

Adjustments to the initial Capacity Rating for a BUG resource will be as described in Exhibit L.

BUGS must demonstrate that they have the capacity to store enough fuel on-site to meet their operating obligations for any bid submitted in response to this RFP-II.

2. Demand Response – Demand Response (or Load Response) refers to any action that is taken by a CMP customer in the Pilot Area to reduce the amount of its electric load in response to a call from GridSolar to take such action. This includes, but is not limited to – curtailing load or shifting load from one period to another through operations or through technology, e.g., ice banking, inventory control. A Demand Response resource must be

GridSolar, LLC 14

May 30, 2013

__________________________________________________

directly connected to a CMP distribution line. Demand Response resources that are not directly connected to a CMP distribution line do not qualify under this RFP-II.

The initial Capacity Rating for a Demand Response resource will be set equal to the respondent’s bid amount. As part of the NTA Resource Application Forms, each Demand Response resource must specify the equipment or other electrical loads that make up the Demand Response resource. GridSolar reserves the right to assess the reasonableness of this specification and adjust the initial Capacity Rating based on this assessment.

Adjustments to the initial Capacity Rating for a Demand Response resource will be as described in Exhibit L.

3. Battery Storage – Battery Storage NTA resources will be treated in the same manner as BUGs for purposes of interconnection requirements, operational control and computation of Capacity Ratings.

D. Other Items

1. Unspecified Locations – a bidder is permitted to bid to provide NTA resources without committing to a specific location for those resources. For example, a bidder may bid to supply 75 kW of Solar PV at “multiple locations” within the Pilot Region. This will allow a bidder that does not have specific end use customers in place when the bid response is due to participate. Please note, however, that all unspecified locations must be located within the Pilot Region.

2. Adjustment to Proposed Capacity – a successful bidder may reduce the amount of its proposed Capacity Rating by up to 50% at any time prior to March 15, 2014 without penalty or requirement to replace the reduction with transitional NTA Resources. Any reduction or failure to perform after March 15, 2014 will be subject to the penalty provisions above.

E. Bid Structure

All bidders are required to submit a bid in the form of a fixed price per kW to be paid by GridSolar to the bidder each month for two-years, from June 1, 2014 through June 2016 and for three years, from June 1, 2014 through June 2017.

Bidders are also required to indicate whether the NTA Resource will be available to GridSolar beyond the term of the Pilot Project for an additional period from July 2017

GridSolar, LLC 15

May 30, 2013

__________________________________________________

through June 2024. For those NTA Resources that will be available, the bidder must submit a bid in the form of a fixed price per kW for each month in years 4 through 10, inclusive. These bids will be considered firm commitments to provide the NTA Resources, and these NTA Resources will automatically continue participating in years 4 through 10, contingent on a decision by the Commission to continue this project either as a pilot or otherwise. Those NTA Resources that indicate they will not be available will be treated as existing NTA Resources in all subsequent RFP-II solicitations and therefore will not qualify in those solicitations.

In addition to the fixed price per kW, Active NTA Resources may also bid a price per kWh to be paid by GridSolar for each kWh supplied by the NTA Resource during the period of any field test, audit or event in which GridSolar calls upon the NTA Resource to perform. This per kWh bid component may be provided for the 3-year Pilot Project and/or for the 7 year period following the Pilot Project. GridSolar will assume that the per kWh bid is zero where none is provided.

5. Bid Guidelines

Response DateAll responses to this RFP-II must be received by GridSolar by 5:00 PM (EPT) on July 31, 2013. All bids should be submitted in electronic format following the instructions in Section 6 and on each NTA Resource Application Form.

Bidder RegistrationAll bidders are encouraged to register to ensure that they receive notification of updates or changes to the RFP-II process. Bidders should register by sending an email to Richard Silkman at rsilkman@gridsolar.com.

Official ContactAll correspondence regarding this Request for Proposals must be conducted through GridSolar:

GridSolar, LLC

GridSolar, LLC 16

Bidders should note that the Pilot Project is authorized for a 3-year term only as a test for determining the effectiveness of an NTA, and that if successful any extension of or follow-on project involving NTA resources in the Pilot Area would require approval by the Commission.

May 30, 2013

__________________________________________________

148 Middle Street, Suite 506Portland, Maine 04101 Tel (207) 772-6190 Fax (207) 772-6320

Email: Richard Silkman rsilkman@gridsolar.comMark Isaacson misaacson@gridsolar.comSteve Hinchman shinchman@gridsolar.com

GridSolar has set up a designated section on its web site – www.gridsolar.com – for purposes of providing information to potential bidders and other interested parties. This can be accessed by going to the web site and clicking on Boothbay Pilot.

GridSolar will respond in writing to all questions and will share responses with other bidders (with questioner remaining anonymous). Responses will be posted on the web site.

Bidders are encouraged to check this web site regularly for updates or additional information.

Proprietary InformationAll information and related materials submitted by a respondent in response to this Request for Proposals will be treated by GridSolar as proprietary and confidential. However, any award issued by GridSolar pursuant to this RFP-II must be approved by the Maine Public Utilities Commission, which may be subject to certain freedom of access laws and rules. GridSolar will seek appropriate protective orders from the Commission to ensure that any information it receives from bidders will be accorded full confidentiality protections, consistent with the Commission’s rules and standard procedures.

Bid CostsAll costs associated with developing and submitting a bid in response to this Request for Proposals or in any subsequent discussions or negotiations will be borne by the respondent.

Rights of GridSolarGridSolar reserves the right to reject any or all bids received in response to this Request for Proposals at its sole discretion.

GridSolar, LLC 17

May 30, 2013

__________________________________________________

RFP-II Process and ScheduleThe schedule for this RFP-II is shown below. GridSolar will consider bid responses that are received in advance of the 7/31/2013 date is the NTA resources proposed can achieve Commercial Operation Dates during the upcoming summer.

5/30/2013 Issuance of Final RFP-II 7/31/2013 Responses to RFP-II Due 9/1/2013 GridSolar submits recommendations to Commission 10/1/2013 GridSolar receives approval from Commission 11/1/2013 GridSolar executes contracts with approved NTA Resources 3/15/2014 Last Day for NTA Resource to modify capacity commitment

without incurring a penalty 6/1/2014 Commercial Operations Date for NTA Resources Summer 2014 Field Test, Audit or Call Upon Event Fall 2014 Field Test, Audit or Call Upon Event 2015 Field Tests, Audits or Call Upon Events, as applicable 2016 Field Tests, Audits or Call Upon Events, as applicable 2017 (to June) Field Tests, Audits or Call Upon Events, as applicable Post June 2017 Continuation of Project or termination to be determined by the

Commission

GridSolar anticipates testing or auditing NTA Resource performances up to four times during each year (July 1 to June 30) of the Pilot, depending on whether or not NTA Resources are called upon to perform during one or more Events.

6. Bid Submissions

Bids should be submitted electronically by email to Richard Silkman at rsilkman@gridsolar.com. Please follow the following format:

The title of the email should be “GridSolar Boothbay Pilot Project – [Insert Company Name] Response to RFP-II”

Email text – no specific information or format required. Email Attachments:

Cover Letter (Optional)

GridSolar, LLC 18

May 30, 2013

__________________________________________________

NTA Resource Application Forms – required in excel format. You may submit one file for each NTA Resource Application Form, or you may submit one file with a separate worksheet for each NTA Resource Application Form.

The Form of Contract (Exhibit N) in word and in redline format showing any edits or changes to that document that you request.

Company/Technology Literature (Optional) – You may submit additional supporting materials describing your company, other projects you have done, technologies or equipment you are using or any other information you think helpful.

Please make sure that your company name is the first thing to appear in the titles of any files attached to emails.

GridSolar will acknowledge by email receipt of each bid submitted within 1 day of its receipt. If you do not receive such acknowledgement, please contact GridSolar.

If there is additional information that is difficult to attach to an email and is better mailed as hardcopy or on CD or DVD, please indicate what this information is in the Cover Letter and mail it to:

Richard Silkman c/o GridSolar, LLC 148 Middle St., Suite 506 Portland, ME 04101

All accompanying hardcopy, CD or DVD materials should be received within three (3) business days of the due date for the electronic submission.

GridSolar, LLC 19

May 30, 2013

__________________________________________________

Exhibit A: Map of Pilot Region

GridSolar, LLC 20