Southern CaliforniaEdison

2009 Renewables Standard Contracts

SCE 2009 RENEWABLES STANDARD CONTRACTS

Renewable Power Purchase and Sale Agreements

For

Generating Facilities Not Greater than20 MW, Located within the CAISO Controlled Grid

Procurement Protocol

2009

5/7/09

Southern CaliforniaEdison

2009 Renewables Standard Contracts

TABLE OF CONTENTS

ARTICLE ONE.GENERAL INFORMATION.

1.01Introduction.

1.02Available Renewables Standard Contracts.

1.03Purpose of SCE Renewables Standard Contracts Program.

ARTICLE Two.RENEWABLES STANDARD CONTRACT PROCESS AND REQUIREMENTS.

2.01Application.

2.02Renewable Resource Eligibility.

2.03Location Restrictions.

2.04Startup Deadline.

ARTICLE Three.APPLICANT’S ACKNOWLEDGEMENT.

3.01SCE’s Rights.

3.02SCE’s Acceptance of Application.

3.03Expenses in Event of Termination by SCE.

3.04Applicant’s Responsibilities.

3.05Waived Claims.

3.06Sole Forum.

LIST OF EXHIBITS

  1. Application for Renewables Standard Contract.
  2. Revenue Calculator.
  3. Renewables Standard Contracts.

Southern CaliforniaEdison

2009 Renewables Standard Contracts

ARTICLE ONE.GENERAL INFORMATION.

1.01Introduction.

Southern California Edison Company (“SCE”) is offering to purchase renewable energy and all of the associated Green Attributes from eligible renewable resourcegenerating facilities with capacities not greater than20 MW through its Renewables Standard Contracts Program.

All purchases will be made according to the terms and conditions set forth in the applicable attached standard contracts. This procurement protocol (“Protocol”) sets forth the procedures an applicant should follow in order to participate in the program.

SCE may limit this initiative to either its acceptance of 250 MW from eligible renewable resource generating facilities using any combination of the available standard contracts, or all acceptable offers received as of December 31, 2009, whichever occurs first.

1.02Available Renewables Standard Contracts.

Eligiblerenewable energy suppliers may apply for one or more of the standard contracts in the following two (2) categories (“Renewables Standard Contracts”):

  • Not Greater than 5 MW RenewablesStandard Contract (“RSC5”),a copy of which is attached hereto as ExhibitC.1.
  • Not Greater than20 MW RenewablesStandard Contract (“RSC20”),a copy of which is attached hereto as ExhibitC.2.

1.03Purpose of SCE Renewables Standard ContractsProgram.

SCE voluntarily initiated a program in 2007 to offer standardized contracts to biomass facilities with capacities not greater than 20 MW. The goal was to simplify the contracting process and eliminate the complex and lengthy negotiations typically experienced in the RPS solicitation process in order to facilitate renewable contracts between SCE and smaller projects.

In 2008, the CREST tariff and standard contracts were created, which allow all types of eligible renewable resource(ERR) generators with rated capacities not greater than 1.5 MW. For the 2009 program, the 5 MWbiomass standard contract has been revised to be applicable to all ERRs not greater than 5 MW. The 20 MW biomass standard contract has also been revised to be applicable to all ERRs. The overlaps in contract capacity allow for the fact that some projects plan tochange contract capacity during the term; such a project will sign a contract in the size range for its highest planned contract capacity.

Important differences between the Renewables Standard Contracts and the CREST standard contract are summarized below.

In general, RSC20 contains terms and conditions that are identical to SCE’s Pro Forma Power Purchase and Sale Agreement(PPSA), except for restrictions on contract capacity, location, term, and the use of standard prices (MPR). RSC5 and CREST remove the development security and performance assurance requirements. CREST also removes the energy delivery obligation.

ARTICLE Two.RENEWABLES STANDARD CONTRACT PROCESSAND REQUIREMENTS.

2.01Application.

Anyrenewable energy generating facility interested in the SCE Renewables Standard Contracts Program should carefully review the contents of this Protocol, assess its eligibility for participation in the program (see Section 2.02 below), and carefully review the FAQ document and the appropriate RenewablesStandard Contract.

Generating facilities wishing to apply for participation in the program should completely fill out electronically and returnby email the following documents attached hereto as Exhibit A (collectively, “Application”):

(1)An executed Application for RenewablesStandard Contract;

(2)Attachment 1 – Milestone Schedule; and

(3)Attachment 2 – Revenue Calculator.

The completed Application (including Attachments) should be submitted electronically to:nd to . Questions should also be addressed to these email addresses. Email is the preferred communication method, rather than phone calls. This helps both parties by providing a written record and by enabling forwarding and copying questions and responses to other persons as needed.

SCE will review the Application, notify the applicant of whether it is eligible to participate in the SCE Renewables Standard Contracts Program and confirm the size-appropriate Standard Contract. If necessary,SCE may request additional information.

An eligible applicant will subsequently receive from SCE a draft PPSAcompleted with the information provided in the Application.

The applicant should carefully review the completed draft PPSA and if acceptable, execute and date the signature page of the agreement and return two (2) originally executed agreements to SCE by overnight mail to:

Renewable and Alternative Power

Southern CaliforniaEdison

Quad 4-D

2244 Walnut Grove

Rosemead, CA91770

Attn: Manager, Contract Origination and Analysis

SCE will execute the agreement, fill in the applicable Effective Date and return one fully executed agreement to the applicant. The fully executed PPSA and the generating facility are subject to California Public Utilities Commission (CPUC) approval and California Energy Commission (CEC) certification, respectively.

2.02RenewableResource Eligibility.

Any generating facility wishing to participate inthe SCE Renewables Programmust be an eligible renewable energy resource meeting all the criteria set forth in Public Utilities Code Section 399.12(b), the CEC’s “Renewables Portfolio Standard Eligibility Guidebook” (January 2008, Publication #CEC-300-2007-006-ED3-CMF)and the CEC’s “Overall Program Guidebook” (January 2008, Publication #CEC-300-2007-003-ED2-CMF).

2.03Location Restrictions.

In order to be eligible for the SCE Renewables Standard Contracts Program, generating facilities must be located withinthe electric power system under the operational control of the California Independent System Operator Corporation (“CAISO Controlled Grid”).

2.04Startup Deadline.

The Startup Deadline cannot be later than five (5) years from the Effective Date of the PPSA.

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Southern CaliforniaEdison

2009 Renewables Standard Contracts

ARTICLE Three.APPLICANT’S ACKNOWLEDGEMENT.

By submitting its Application to SCE for consideration for the SCE Renewables Standard Contracts Program, the applicant acknowledges the following:

3.01SCE’s Rights.

SCE reserves the right at any time to modify any dates and terms specified in the SCE Renewables Standard Contracts Program or abandon the program without notice and without assigning any reasons and without liability of Edison International, SCE or any of their subsidiaries, affiliates or representatives to any applicant;

3.02SCE’s Acceptance of Application.

SCE will not be deemed to have accepted any Application, and will not be bound by any term thereof, unless and until authorized representatives of SCE and “Seller” under the applicable PPSA execute a PPSA and, if appropriate, related collateral and other required agreements;

3.03Expenses in Event of Termination by SCE.

In the event that this program is terminated by SCE, the applicant shall be responsible for any expenses incurred by Seller as a result of this program;

3.04Applicant’s Responsibilities.

The applicant bears sole responsibility for submitting all applications and obtaining all permits, leases or mortgages, interconnection agreements, financing agreements and any other documentation necessary for the renewable energy supplier to perform fully under the terms and conditions of the PPSA with SCE; and

3.05Waived Claims.

The applicant knowingly, voluntarily, and completely waives any rights under statute, regulation, state or federal constitution, or common law to assert any claim, complaint, or other challenge in any regulatory, judicial, or other forum, including, without limitation, the CPUC, (except as expressly provided below), the FERC, the Superior Court of the State of California (“State Court”) or any U.S. District Court (“Federal Court”) concerning or related in any way to the SCE Renewables Standard Contracts Program or any documents related to this program (“Waived Claims”).

3.06Sole Forum.

The applicant further agrees that the sole forum in which applicant may assert any challenge with respect to the conduct or results of the SCE Renewables Standard Contracts Program is at the CPUC and that: (1) the sole means of challenging the conduct or results of the SCE Renewables Standard Contracts Program is a complaint filed under Article 4, Complaints, of Title 20, Public Utilities and Energy, of the California Code of Regulations, (2) that the sole basis for any such protest shall be that SCE allegedly failed in a material respect to conduct the program in accordance with SCE Renewables Standard Contracts Program; and (3) that the exclusive remedy available to the applicant in the case of such a protest shall be an order of the CPUC that SCE again conduct any portion of the program that the CPUC determines was not previously conducted in accordance with the SCE Renewables Standard Contracts Program or any documents related to this program.

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Southern CaliforniaEdison

2009 Renewables Standard Contracts

EXHIBITA

Application for RenewablesStandard Contract

The Application for RenewablesStandard Contract, including Attachment 1: Milestone Schedule, which is a separate Microsoft Document, posted separately on the SCE web page for the Renewables Standard Contracts Program (

SCE Renewables Standard Contracts - Protocol

EXHIBIT A

Southern CaliforniaEdison

2009 Renewables Standard Contracts

EXHIBITB

Revenue Calculator

The Revenue Calculator is a separate Microsoft Excel file, posted separately on the SCE web page for the Renewables Standard Contracts Program (

SCE Renewables Standard Contracts - Protocol

Exhibit B

Southern CaliforniaEdison

2009 Renewables Standard Contracts

EXHIBIT C

RenewablesStandard Contracts

SCE Renewables Standard Contracts - Protocol

Exhibit C

Southern CaliforniaEdison

2009 Renewables Standard Contracts

EXHIBIT C.1

Not Greater than 5 MW

RenewablesStandard Contract (RSC5)

This standard contract is a separate file, posted separatelyon the SCE web page for the Renewables Standard Contracts Program (

SCE Renewables Standard Contracts - Protocol

Exhibit C

Southern CaliforniaEdison

2009 Renewables Standard Contracts

EXHIBIT C.2

Not Greater than 20 MW

RenewablesStandard Contract (RSC20)

This standard contract is a separate file, posted separatelyon the SCE web page for the Renewables Standard Contracts Program (

SCE Renewables Standard Contracts - Protocol

Exhibit C