Confidential Information
2008 PRO FORMA
RENEWABLE POWER PURCHASE AND SALE AGREEMENT
between
SOUTHERN CALIFORNIA EDISON COMPANY
and
[SELLER’S NAME]
(RAP ID#[Number])
[STANDARD CONTRACT TERMS AND CONDITIONS THAT “MAY NOT BE MODIFIED” PER THE CPUC D. 07-11-025 ARE SHOWN IN BRIGHT YELLOW SHADED TEXT.]
TERMS THAT ARE BOXED AND SHADED IN LIGHT YELLOW ARE EITHER SCE COMMENTS OR GENERATING FACILITY-TYPE SPECIFIC COMMENTS THAT SHOULD BE REMOVED OR ACCEPTED, AS APPLICABLE.
The contents of this document are subject to restrictions on disclosure as set forth herein.
Southern CaliforniaEdisonConfidential Information
RAP ID# [Number], [Seller’s Name]
TABLE OF CONTENTS
PREAMBLE AND RECITALS...... 1
ARTICLE One.SPECIAL CONDITIONS
1.01Generating Facility......
1.02Forecasted Initial Operation Date......
1.03Startup Deadline......
1.04Firm Operation Date......
1.05Term......
1.06Energy Price......
1.07Performance Assurance Amount......
1.08Seller’s Guarantor......
1.09Seller’s Debt to Equity Ratio......
ARTICLE Two.TERM AND CONDITIONS PRECEDENT; TERMINATION
2.01Effective Date......
2.02Obligations Prior to Commencement of the Term......
2.03Conditions Precedent to Commencement of Term......
2.04Termination Rights of the Parties......
2.05Successor to Public Goods Charge Funding Program......
2.06Rights and Obligations Surviving Termination......
ARTICLE Three.SELLER’S OBLIGATIONS
3.01Conveyance of Entire Output, Conveyance of Green Attributes, Capacity Attributes and Resource Adequacy Benefits.
3.02Resource Adequacy Benefits......
3.03Permits and Interconnection, Transmission Service and CAISO Agreements......
3.04Development Security......
3.05Seller’s Energy Delivery Performance Obligation......
3.06Metering, Communications, Telemetry and Meteorological Station(s)......
3.07Site Control......
3.09Change in Structure, Ownership or Financing.
3.10Design......
3.11Operation and Record Keeping......
3.12Obtaining Scheduling Coordinator Services......
3.13Forecasting......
3.14Scheduled Outages......
3.15Progress Reporting Toward Meeting Milestone Schedule......
3.16Provision of Information......
3.17SCE’s Access Rights......
3.18Availability Guarantee and Obligation to Make Availability Guarantee Lost Production Payment.
3.19Obtaining and Maintaining CEC Certification and Verification......
3.20Notice of Cessation or Termination of Service Agreements......
3.21Lost Output Report......
3.22CAISO Charges, CAISO Sanctions and SCE Penalties......
3.23Actual Availability Report......
3.25Seller’s Provision of Historic Wind Data. {SCE Comment: for wind.}
3.26Seller’s Provision of Historic Solar Data. {SCE Comment: for solar.}
3.27Hydro Certification......
3.28Application of Prevailing Wage......
ARTICLE Four.SCE’S OBLIGATIONS
4.01Obligation to Pay......
4.02Payments and Adjustments......
4.03Payment Statement and Payment......
4.04Scheduling Coordinator......
4.05CAISO Charges......
4.06Interest Payments on Cash Deposits......
ARTICLE Five.FORCE MAJEURE
5.01No Default for Force Majeure......
5.02Requirements Applicable to the Claiming Party......
5.03Startup Deadline Extension......
5.04Firm Operation Date Extension......
5.05Termination......
ARTICLE Six.EVENTS OF DEFAULT: REMEDIES
6.01Events of Default......
6.02Early Termination......
6.03Termination Payment......
ARTICLE Seven.LIMITATIONS OF LIABILITIES
ARTICLE Eight.CREDIT AND COLLATERAL REQUIREMENTS
8.01Financial Information......
8.02Performance Assurance......
8.03First Priority Security Interest in Cash or Cash Equivalent Collateral......
8.04Subordinated Security Interests and Mortgage......
8.05Credit and Collateral Covenants......
8.06Waivers......
ARTICLE Nine.GOVERNMENTAL CHARGES
9.01Cooperation to Minimize Tax Liabilities......
9.02Governmental Charges......
9.03Providing Information to Taxing Authorities......
ARTICLE Ten.MISCELLANEOUS
10.01Representations and Warranties......
10.02Additional Seller Representations, Warranties and Covenants......
10.03Indemnity......
10.04Assignment......
10.05Consent to Collateral Assignment......
10.06Abandonment......
10.07Governing Law......
10.08Notices......
10.09General......
10.10Confidentiality......
10.11Insurance......
10.12Nondedication......
10.13Mobile Sierra......
10.14Simple Interest Payments......
10.15Payments......
10.16Provisional Relief......
10.17Seller Ownership and Control of Generating Facility......
10.18Required Material......
ARTICLE Eleven.CHANGE IN ELECTRIC MARKET DESIGN
ARTICLE Twelve.MEDIATION AND ARBITRATION
12.01Dispute Resolution......
12.02Mediation......
12.03Arbitration......
12.04Waivers......
SIGNATURES...... 89
The contents of this document are subject to restrictions on disclosure as set forth herein.
Table of Contents
1
Southern CaliforniaEdisonConfidential Information
RAP ID# [Number], [Seller’s Name]
LIST OF EXHIBITS
A.Definitions.
B.Generating Facility and Site Description.
C.Notice List.
D.Forecasting and SchedulingRequirements and Procedures.
E.Intentionally deleted.
F.Energy Replacement Damage Amount.
G.Seller’s Milestone Schedule.
H.Milestone Progress Reporting Form.
I.Form of Guaranty Agreement.
J.Non-Disclosure Agreement.
K.Time of Delivery Periods and Energy Payment Allocation Factors.
L.Procedure for Partial or Full Return of Development Security.
M.Seller’s Estimate of Lost Output.
N.Form of Letter of Credit.
O.Availability Guarantee Lost Production Payment.
P.Seller’s Financial Information for Consolidation.
Q.SCE Penalties and CAISO Sanctions.
{SCE Comment: For Intermittent only.}
CAISO Charges and CAISO Sanctions.
{SCE Comment: For Base Load only.}
R.Energy Price Adjustment Based on Final Wind Report Capacity Factor.
{SCE Comment: For Wind only.}
S.Actual Availability Report.
T.Meteorological Station Specifications.
{SCE Comment: For Intermittent only.}
U. RDS Security Agreement.
{SCE Comment: Required only to the extent Parties select Reduced Development Security and Development Security Interest.}
The contents of this document are subject to restrictions on disclosure as set forth herein.
List of Exhibits
1
Southern CaliforniaEdisonConfidential Information
RAP ID# [Number], [Seller’s Name]
RENEWABLE POWER PURCHASE AND SALE AGREEMENT
between
SOUTHERN CALIFORNIA EDISON COMPANY
and
[SELLER’S NAME]
(RAPID#[Number])
PREAMBLE
This Renewable Power Purchase and Sale Agreement, together with the exhibits, attachments, and any referenced collateral agreement or similar arrangement between the Parties (collectively, the “Agreement”) is made and effective as of the following date: [Date of Execution] (“Effective Date”).
This Agreement is entered into between:
(i)Southern California Edison Company (“SCE”), a California corporation, whose principal place of business is at 2244 Walnut Grove Avenue, Rosemead, California91770, and
(ii)[Seller’s Name](“Seller”), a [Seller’s business registration], whose principal place of business is at [Seller place of business].
SCE and Seller are sometimes referred to herein individually as a “Party” and jointly as “Parties.” Capitalized terms in this Agreement shall have the meanings set forth in ExhibitA.
RECITALS
Seller is willing to construct, own, and Operate an electric energy Generating Facility which qualifies as of the Effective Date as an eligible renewable energy resource under the State of California Renewable Portfolio Standard Program as codified at California Public Utilities Code Section399.11, et seq., and to sell all electric energy produced by the Generating Facility as specified herein together with all Green Attributes, Capacity Attributes and Resource Adequacy Benefits to SCE; and
SCE is willing to purchase all electric energy delivered by Seller to SCE generated by such Generating Facilitytogether with all GreenAttributes, Capacity Attributes and Resource Adequacy Benefits pursuant to the terms and conditions set forth herein.
The contents of this document are subject to restrictions on disclosure as set forth herein.
Preamble and Recitals
Page 1
Southern CaliforniaEdisonConfidential Information
RAP ID# [Number], [Seller’s Name]
ARTICLE One.SPECIAL CONDITIONS
1.01Generating Facility.
(a)Name: [Generating Facility Name].
(b)Location of Site: [Generating Facility Address],
as further described in ExhibitB.
(c)Generating Facility description is located in ExhibitB.
(d)Eligible Renewable Energy Resource Type: [Generation Technology].
(e)Contract Capacity: [Number]MW.{SCE Comment: Capacity must be at least 1.5 MW.}
The Contract Capacity may be reduced as set forth in Section3.04(g).
(f)Expected Annual Net Energy Production.
The Expected Annual Net Energy Production for each Term Year shall be the value calculated in accordance with the following formula:
EXPECTED ANNUAL NET ENERGY PRODUCTION, in kWh = A x B x C
Where:
A=Contract Capacity in kW.
B=[Number]% capacity factor.
{SCE Comment: For Wind, such number shall be based on the P-50Value of the Final Wind Report.}
C=8,760 hours per year.
1.02Forecasted Initial Operation Date.
The Forecasted Initial Operation Date shall be[Date].
1.03Startup Deadline.
The Startup Deadlineshall be[Date], or such other date as provided in this Agreement or as may be agreed to in a writing signed by both Parties; providedthat, notwithstanding anything herein to the contrary,in no event shall the Startup Deadline be later than [Date].
Subject to the foregoing, the Startup Deadline shall be extended on a day-for-day basis for any delay in enactment of the Federal Production Tax Credit Legislation beyond[Date].
{SCE Comment: For Generating Facilities that qualify for PTC.}
Subject to the foregoing, the Startup Deadline shall be extended on a day-for-day basis for any delay in enactment of the Federal Investment Tax Credit Legislation beyond [Date].
{SCE Comment: For Generating Facilities that qualify for ITC.}
1.04Firm Operation Date.
The Firm Operation Date shall be the date that is six (6) months after Initial Operation, plus any additional days for Force Majeure as provided in Section5.04, or as may be agreed to in a writing signed by both Parties.
1.05Term.
The term of this Agreement (“Term”) shall commence upon Initial Operation as set forth in Section2.03(a) and shall end on the last day of the calendar month which is [number of months in Term(#)]months ([number of years in Term (#)]years)from the month of the Firm Operation Date.
{SCE Comment: Sellers may select astandard delivery term length of either ten (10), fifteen (15) or twenty (20) years, or a non-standard delivery term to be proposed by Seller.}
1.06Energy Price.
The Energy Price shall be [Dollar amount text]dollars ($[Number]) per MWh.
The Energy Price shall be [Dollar amount text]dollars ($[Number]) per MWh, provided that the price shall be modified if the Final Wind Report Net Capacity Factor is greater than ([Number]percent (([Number]%) such that the energy price shall be the price in the table in ExhibitR that corresponds to the Final Wind Report Net Capacity Factor. If the Final Wind Report Net Capacity Factor is not a value expressly set forth in the table in ExhibitR, the Energy Price shall be determined by linear interpolation between the values based upon the scale of the table. Seller shall give SCE Notice of any price reduction below [Dollar amount text]dollarsper MWh within ten (10) Business Days of SCE's receipt of the Final Wind Report.
{SCE Comment: For Wind only in the event the Final Wind Report is not available as of the Effective Date.}
1.07Performance Assurance Amount.
[Dollar amount text] dollars ($[Number]) per kW of Contract Capacity.
1.08Seller’s Guarantor.
(a)Guarantor: [Guarantor Name, if any]
(b)Guaranty Amount: [Dollar amount text]dollars ($[Number])
(c)Cross Default Amount: [$______, if any]
1.09Seller’s Debt to Equity Ratio.
Seller’s Debt Percentage %,
Seller’s Equity Percentage %
[numbers to be inserted]
{SCE Comment: Ratio is subject to SCE’s acceptance.}
*** End of ARTICLE ONE ***
The contents of this document are subject to restrictions on disclosure as set forth herein.
Article OneSpecial Conditions
Page 1
Southern CaliforniaEdisonConfidential Information
RAP ID# [Number], [Seller’s Name]
ARTICLE Two.TERM AND CONDITIONS PRECEDENT; TERMINATION
2.01Effective Date.
This Agreement shall become effective on the Effective Date.
2.02Obligations Prior to Commencement of the Term.
(a)CPUC Filing and Approval of this Agreement.
Within sixty (60) days after the Effective Date, SCE shall file with the CPUC the appropriate request for CPUC Approval.
SCE shall seek such approval expeditiously, including promptly responding to any requests for information related to the request for approval from the CPUC.
Seller shall use commercially reasonable efforts to support SCE in obtaining CPUC Approval.
SCE shall have no obligation to seek rehearing or to appeal a CPUC decision which fails to approve this Agreement or whichcontains findings required forCPUC Approval with conditions or modifications unacceptable to either Party.
(b)Seller’sInterconnection and Transmission Service Applications.
Seller shall apply for and exercise diligence in obtaininga FERC-acceptedinterconnection agreement to interconnect the Generating Facility to the Transmission Provider’s electric system and any transmission, distribution or other service agreement required to transmit electric energy on the Transmission Provider’s electric system.
(c)Seller’s Regulatory and Governmental Filings.
(i)Within one hundred eighty (180)days after the Effective Date, Seller shall file:
(1)An application or other appropriate request with the CEC for CEC Certification and Verification for the Generating Facility; and
(2)All applications or other appropriate requests with the proper authorities for all Permits.
(ii)Seller shall expeditiously seek CEC Certification and Verificationand all Permits, including promptly responding to any requests for information from therequesting authority.
2.03Conditions Precedentto Commencement of Term.
(a)Commencement of Term.
The Term shall commence upon Initial Operation (as defined below).
(b)Initial Operation.
Initial Operation shall be deemed to have been achieved on the Initial OperationDate.
Seller shall provide at least three (3) Business Days advance Notice to SCE of the Initial OperationDate.
The Initial OperationDate shall be no later than sixty (60) days from Initial Synchronization.
{SCE Comment: Base Load only.}
The Initial OperationDate shall be no later than one hundred twenty (120) days from Initial Synchronization.
{SCE Comment: Intermittent only.}
In addition, on or prior to the Initial OperationDate:
(i)SCE shall have obtained or waived CPUC Approval, as provided herein;
(ii)Seller shall have met all conditions set forth in Section3.11(c);
(iii)SCE shall have been authorized by the CAISO to Schedule the electric energy produced by the Generating Facility with the CAISO as of Initial Synchronization;
(iv)Seller shall have posted with SCE the Performance Assurance required under Section8.02 in the amount set forth in Section1.07;
(v)SCE and Seller shall have executed all Security Documents required by Section8.04;
(vi)The Generating Facility shall be Operating in parallel with the applicable Transmission Provider’s electric system;
(vii)Seller shall be Forecastingand delivering electric energy to SCE at the Delivery Point; and
(viii)Seller shall have installed and placed in operation the stand-alone meteorological station required under Section3.06(e).
{SCE Comment: Intermittent only.}
2.04Termination Rights of the Parties.
If either Party exercises a termination right, as set forth in Sections2.04(a), 2.04(b)or 2.04(c), the Forward Settlement Amount shall be zero dollars ($0) and Seller shall be entitled to a return of any Development Security provided to SCE and a release of any Development Security Interestgranted to SCE.
(a)Termination Rights of Both Parties.
(i)Either Party shall have the right to terminate this Agreement on Notice, which shall be effective five (5) Business Days after such Notice is given,in the event CPUC Approval has not been obtained or waived by SCE in its sole discretionwithin three hundred sixtyfive (365) days after SCE files its request for CPUC Approval and a Notice of termination is given on or before the threehundred ninetyfifth(395th) day after SCE files the request for CPUC Approval.
(ii)Either Party shall have the right to terminate this Agreement on Notice, which shall be effective five (5) Business Days after such Notice is given in the event CEC Certification and Verification and Permit Approvalhave not been obtained by Seller within eighteen (18) months after the Effective Date and a Notice of termination is given on or before the end of the nineteenth (19th) month after the Effective Date.
(b)Termination Rights of Seller.
Seller shall have the right to terminate thisAgreement:
(i)On Notice which shall be effective five (5) Business Days after such Notice is given to SCE if Federal Production Tax Credit Legislation is not enacted on or before [Date], or such later date as may be agreed to in a writing signed by both Parties, and such Notice is given to SCE not later than [Date], or such later date as may be agreed to in a writing signed by both Parties;
{SCE Comment: For Generating Facilities that qualify for PTC.}
(ii)On Notice which shall be effective five (5) Business Days after such Notice is given to SCE if Federal Investment Tax Credit Legislation is not enacted on or before [Date], or such later date as may be agreed to in a writing signed by both Parties, and such Notice is given to SCE not later than [Date], or such later date as may be agreed to in a writing signed by both Parties;
{SCE Comment: For Generating Facilities that qualify for ITC.}
(c)Termination Rights of SCE.
SCE shall have the right to terminate this Agreement on Notice which shall be effective five (5) Business Days after such Notice is given on or before the date that is sixty (60) days after Seller provides to SCE the results of any Interconnection Study by the CAISO or the Transmission Provider for the Generating Facility if:
(i)The results ofthe latest of such studies performed as of the date of the termination Notice reflect that the total cost of transmission upgrades or new transmission facilities to SCE,or any Transmission Provider under the jurisdiction of the CAISO, that are not paid by Seller (without reimbursement from SCE or any other Transmission Provider)will exceed ______dollars ($______); or
{SCE Comment: Monetary threshold to be based upon transmission related costs allocated to Seller’s Generating Facility that SCE would incur as estimated within SCE’s 2008 Transmission Ranking Cost Report.}
(ii)SCE shall be required to procure transmission service from any other Transmission Provider to allow SCEto Schedule electric energy and the cost for such transmission service is not reimbursed or paid by Seller.
(d)Uncured Defaults.
Upon the occurrence of an Event of Default, the Non-Defaulting Party may terminate this Agreement as set forth in Section6.02.
(e)End of Term.
At the end of the Term as set forth in Section1.05, this Agreement shall automatically terminate.
2.05Successor to Public Goods Charge Funding Program.
The Parties hereby agree that promptly upon introduction of the Successor Above Market Funding Program, the Parties shall enter into negotiations to make the minimum changes to this Agreement necessary to render this Agreement in compliance with the terms and conditions of the Successor Above Market Funding Program while preserving to the maximum extent possible the benefits, burdens and obligations that each Party would have had under the Public Goods Charge Funding Program. The Parties acknowledge that the Market Price Referent applicable to this Agreement is [Dollar Amount].
{SCE Comment: Only for agreements with proposed energy prices above the Market Price Referent.}
2.06Rights and Obligations Surviving Termination.
(a)Survival of Rights and Obligations Generally.
The rights and obligations that are intended to survive a termination of this Agreement are all of those rights and obligations that this Agreement expressly provides shall survive any such termination and those that arise from Seller’s or SCE’s covenants, agreements, representations, and warranties applicable to, or to be performed, at or during any time prior to or as a result of the termination of this Agreement, including, without limitation:
(i)The obligation of Seller to pay the Availability GuaranteeLost Production Payment in accordance with Section3.18;
{SCE Comment: Wind only.}
(ii)The obligation of Seller to pay the Energy Replacement Damage Amount under Section3.05(b);