SMALL PHOTOVOLTAIC GENERATOR

POWER PURCHASE AGREEMENT

BETWEEN

______AND

PACIFIC GAS AND ELECTRIC COMPANY

PACIFIC GAS AND ELECTRIC COMPANY, a California Corporation (“PG&E” or “Buyer”), and ______(“Seller”) hereby enter into this Power Purchase Agreement (“Agreement”) dated as of ______(the “Execution Date”). Seller and PG&E are sometimes referred to in this Agreement jointly as “Parties” or individually as “Party.” In consideration of the mutual promises and obligations stated in this Agreement and its appendices, the Parties agree as follows:

  1. DOCUMENTS INCLUDED; DEFINED TERMS

This Agreement includes the following appendices, which are specifically incorporated herein and made a part of this Agreement.

Appendix A - Definitions

Appendix B - Initial Energy Delivery Date Confirmation Letter

Appendix C - Time of Delivery (“TOD”) Periods and Factors

Appendix D – Scheduling Requirements

Appendix E – Data and Weather Station Requirements

Appendix F - Counterparty Notification and Forecasting Requirements

Appendix G – Form of Letter of Credit (and Exhibit A – Sight Draft)

Appendix H – Facility Description

Appendix I – Dispute Resolution

  1. SELLER’S GENERATING FACILITY, PURCHASE PRICES AND PAYMENT
  2. Facility. This Agreement governs PG&E’s purchase of Product from the electrical generating facility or Aggregated Facilities (hereinafter referred to as the “Facility” or “Unit”) as described in this Section. Information describing the individual facilities comprising an Aggregated Facility is provided hereto as an attachment as necessary.
  3. The Facility is located at the following site(s):
  1. ______in ______County, California.
  2. ______in ______County, California.
  3. ______in ______County, California.
  4. ______in ______County, California.
  5. ______in ______County, California.
  6. ______in ______County, California.
  7. The Facility has a nameplate rating of ___ kilowatts (“kW”), at unity power factor at 60 degrees Fahrenheit at sea level and has a primary voltage level of ____ kilovolts (“kV”)(AC). Seller shall not modify the Facility to increase the nameplate rating without the prior written consent of PG&E, and in no event shall PG&E be obligated to receive or pay for, in any hour, any energy that exceeds the nameplate rating.
  8. The Facility is connected to the PG&E electric system at _____ kV.
  9. The Facility’s scheduled Commercial Operation Date is ______, which date may be extended as provided in Section 5.
  10. A description of the Facility, including a summary of its significant components, a drawing showing the general arrangements of the Facility, and a single line diagram illustrating the interconnection of the Facility and loads with PG&E’s electric distribution system, is attached and incorporated herein as Appendix H. If the Facility is an Aggregated Facility, the description must encompass each component facility (by site) and include the gross power rating of each facility.
  11. The name and address PG&E shall use to locate the electric service account(s) and premises used to interconnect the Facility with PG&E’s distribution systems is:

______

______

______

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2.1.7The obligations of Seller hereunder may be satisfied by one or more units participating as a single “Aggregated Facility” subject to the following.

2.1.7.1An Aggregated Facility shall mean two or more facilities located on one or more contiguous or non-contiguous sites, each of which individual facilities is composed of units that are under common ownership of the Seller and each of which has a nameplate capacity of no less than 500 KWs, provided that all the facilities comprising the Aggregated Facility share a single resource ID (that is, are deemed to deliver to the same p-node.)

2.1.7.2For the purposes of this Agreement, all references to “site” shall mean “sites” and all references to “Facility” shall mean the “Aggregated Facility,” when applied to an Aggregated Facility.

2.2Transaction. During the Delivery Term of this Agreement, and as otherwise provided in Section 2.3, Seller shall sell and deliver, or cause to be delivered, and PG&E shall purchase and receive, or cause to be received, Energy produced by and Capacity Attributes provided from the Facility at the Delivery Point. PG&E shall pay Seller the Contract Price, set forth in Section 2.5, in accordance with the terms hereof. Seller agrees to sell to PG&E the Facility’s gross output in kilowatt-hours, net of Station Use and transformation and transmission losses to the Delivery Point, together with all Green Attributes and Resource Adequacy Benefits.

2.2.1In no event shall Seller have the right to procure any element of the Product from sources other than the Facility for sale or delivery to PG&E under this Agreement (except with respect to energy delivered to PG&E in connection with scheduling Energy Deviations) or substitute any element of such Product.

2.2.2PG&E shall have no obligation to receive or purchase Product from Seller prior to the Initial Energy Delivery Date, or after the end of the Delivery Term, except test energy during the Test Period as provided in Section 2.3.

2.2.3The Parties agree that the execution and performance of the Parties under this Agreement shall satisfy PG&E’s obligations, if any, under the Public Utility Regulatory Policies Act and its implementing regulations, i.e., 18 C.F.R. §292.303.

2.2.4Seller shall purchase all energy required to serve the Facility’s on-site load, net of station use, from PG&E pursuant to PG&E’s applicable tariff.

2.3Test Period. For the period prior to the Initial Energy Delivery Date and after the CAISO informs Seller in writing that Seller may deliver energy from the Facility to the CAISO Grid, which period shall not exceed ninety (90) consecutive days, Seller may deliver test energy to PG&E, which PG&E shall purchase and receive (“Test Period”).

2.4Delivery Term. The Seller shall deliver the Product from the Facility to PG&E for a period of twenty (20) Contract Years (“Delivery Term”), which shall commence on the first date on which energy is delivered from the Facility to PG&E (“Initial Energy Delivery Date”) under this Agreement and continue until the end of the last Contract Year unless terminated by the terms of this Agreement. The Initial Energy Delivery Date shall occur after the Test Period only when all of the following conditions have been satisfied:

2.4.1the Commercial Operation Date has occurred;

2.4.2the Facility’s status as an Eligible Renewable Energy Resource is demonstrated by Seller’s receipt of certification from the CEC and is registered in WREGIS; and

2.4.3the Conditions Precedent in Section 12.1 have been satisfied or waived.

As evidence of the Initial Energy Delivery Date, the Parties shall execute and exchange the “Initial Energy Delivery Date Confirmation Letter” attached hereto as Appendix B on the Initial Energy Delivery Date

2.5Contract Price Payment

2.5.1Contract Price. The Contract Price for each MWh of Product as measured by Delivered Energy in each Contract Year shall be ______(“Contract Price”).

2.5.2TOD Periods and TOD Factors. The time of delivery periods (“TOD Periods”) and the time of delivery factors (“TOD Factors”) are specified in Appendix C.

2.5.3Monthly TOD Payment. For each month, Buyer shall pay Seller for Delivered Energy in each TOD Period (“Monthly TOD Payment”) the amount resulting from multiplying the Contract Price times the TOD Factor for the applicable TOD Period, times the Delivered Energy in each hour:

2.6Test Period Payment. During the Test Period, Seller’s full compensation for such Product shall be (a) the credits and other payments received by Buyer, as Seller’s Scheduling Coordinator, as a result of test energy from the Facility delivered to the real-time market by Seller during the Test Period, including revenues associated with CAISO dispatches and (b) the debits, costs, penalties and interest that are directly assigned by the CAISO to the CAISO Global Resource ID for the Facility for, or attributable to, scheduling and deliveries from the Facility under this Agreement. PG&E shall promptly forward such revenues to Seller.

2.7Additional Compensation. To the extent not otherwise provided for in this Agreement, in the event that Seller is compensated by a third party for any Products produced by the Facility, including, but not limited to, compensation for Resource Adequacy or Green Attributes, Seller shall remit all such compensation directly to Buyer.

2.8Payment

2.8.1Seller Data and Invoice. On or about the tenth (10th) day of each month beginning with the second month of either the Test Period or the first Contract Year, whichever occurs first, and every month thereafter, and continuing through and including the first month following the end of the Delivery Term, Seller shall provide to Buyer (a) records of metered data, including CAISO metering and transaction data sufficient to document and verify the generation of Product by the Facility for any CAISO settlement time interval during the preceding months, (b) access to any records, including invoices or settlement data from the CAISO; and (c) an invoice, in the format specified by Buyer, covering the services provided in the preceding month determined in accordance with this Section 2.

2.8.2 Buyer Payment. Buyer shall pay the undisputed amount of such invoices less the amount of any Forecasting Penalties (as applicable), on or before the later of the twenty-fifth (25th) day of each month and fifteen (15) days after receipt of the invoice. If either the invoice date or payment date is not a Business Day, then such invoice or payment shall be provided on the next following Business Day. Each Party will make payments by electronic funds transfer, or by other mutually agreeable method(s), to the account designated by the other Party. Any undisputed amounts not paid by the due date will be deemed delinquent and will accrue interest at the Interest Rate, such interest to be calculated from and including the due date to but excluding the date the delinquent amount is paid in full. Invoices may be sent by facsimile or e-mail.

2.8.3Disputes and Adjustments of Invoices. In the event an invoice or portion thereof or any other claim or adjustment arising hereunder, is disputed, payment of the undisputed portion of the invoice shall be required to be made when due, with Notice of the objection given to the other Party. Any invoice dispute or invoice adjustment shall be in writing and shall state the basis for the dispute or adjustment. Payment of the disputed amount shall not be required until the dispute is resolved. Subject to Section 6.2, in the event adjustments to payments are required as a result of inaccurate meter(s), Buyer shall use corrected measurements to recompute the amount due from Buyer to Seller for the Product delivered under the Transaction during the period of inaccuracy. The Parties agree to use good faith efforts to resolve the dispute or identify the adjustment as soon as possible. Upon resolution of the dispute or calculation of the adjustment, any required payment shall be made within fifteen (15) days of such resolution along with interest accrued at the Interest Rate from and including the due date, but excluding the date paid. Inadvertent overpayments shall be returned upon request or deducted by the Party receiving such overpayment from subsequent payments, with interest accrued at the Interest Rate from and including the date of such overpayment, but excluding the date repaid or deducted by the Party receiving such overpayment. Any dispute with respect to an invoice is waived unless the other Party is notified in accordance with this Section 2.8.3 within twelve (12) months after the invoice is rendered or any specific adjustment to the invoice is made. If an invoice is not rendered within twelve (12) months after the close of the month during which performance under the Transaction occurred, the right to payment for such performance is waived.

2.9CAISO Charges.

2.9.1Seller shall assume all liability and reimburse Buyer for any and all CAISO Penalties incurred by Buyer as a result of Seller’s actions. Buyer shall assume all liability and reimburse Seller for any and all CAISO Penalties incurred by Seller as a result of Buyer’s actions.

2.9.2Buyer shall be responsible for all CAISO costs and charges with respect to scheduling and imbalances except as provided in Section 2.9.3 below. Seller and Buyer shall cooperate to minimize such charges and imbalances to the extent possible. Throughout the Delivery Term, Buyer shall be entitled to all Integrated Forward Market Load Uplift Obligation credits associated with the Energy generated from the Facility.

2.9.3Forecasting Penalties.

2.9.3.1In the event Seller does not in a given hour either: (a) provide the access and information required in Appendix E, Section 1; (b) comply with the installation, maintenance and repair requirements of Appendix E, Section 4; or (c) provide the forecast of Available Capacity required in Appendix D, Section 3, and the sum of Energy Deviations for each of the six Settlement Intervals in the given hour exceeded the Performance Tolerance Band defined below, then Seller will be responsible for Forecasting Penalties as set forth below.

2.9.3.2The Performance Tolerance Band is five percent (5%) multiplied by Contract Capacity multiplied by one (1) hour (“Performance Tolerance Band”).

2.9.3.3The Forecasting Penalty shall be equal to one hundred fifty percent (150%) of the Contract Price for each MWh of Energy Deviation outside the Performance Tolerance Band, or any portion thereof, in every hour for which Seller fails to meet the requirements in Section 2.9.3 (“Forecasting Penalty”).

2.10Title and Risk of Loss. Title to and risk of loss related to the Energy produced from and Capacity Attributes provided by the Facility shall transfer from Seller to PG&E at the Delivery Point. Seller warrants that it will deliver to PG&E all Product from the Facility free and clear of all liens, security interests, claims and encumbrances or any interest therein or thereto by any person arising prior to the Delivery Point.

2.11Governmental Charges. Seller shall be responsible for paying all taxes imposed by any Governmental Authority (“Governmental Charges”) on or with respect to the Product or the Transaction arising at the Delivery Point, including, but not limited to, ad valorem taxes and other taxes attributable to the Facility. Buyer shall be responsible for paying all Governmental Charges on or with respect to the Product or the Transaction from the Delivery Point.

2.12No Additional Incentives. Seller agrees that during the Term of this Agreement, Seller shall not seek additional compensation or other benefits with respect to the Facility pursuant to the Self-Generation Incentive Program as defined in CPUC Decision 01-03-073, the California Solar Initiative as defined in CPUC Decision 06-01-024, PG&E’s net energy metering tariff, or programs that succeed or replace these programs, unless such program(s) are for a future product related explicitly to energy storage on the utility side of the meter. Seller may participate in other California ratepayer subsidized programs relating to energy production with respect to the Facility so long as such participation does not adversely affect Seller’s delivery of Product or performance of its obligations under this Agreement.

  1. GREEN ATTRIBUTES; RESOURCE ADEQUACY BENEFITS
  2. Conveyance of Green Attributes. Seller hereby provides and conveys all Green Attributes associated with all electricity generation from the Projectto Buyer as part of the Product being delivered. Seller represents and warrants that Seller holds the rights to all Green Attributes from the Project, and Seller agrees to convey and hereby conveys all such Green Attributes to Buyer as included in the delivery of the Product from the Project.

Further, “Green Attributes” also means any and all credits that satisfy the requirement to procure electricity from ERRs, pursuant to the California Renewables Portfolio Standard, that are directly attributable to electric production from the Facility. Seller represents that the Energy, Capacity Attributes, ancillary services and Green Attributes from the Facility have not been, nor will be, sold or used to satisfy any obligation other than PG&E's California Renewables Portfolio Standard obligation.

3.2WREGIS. Prior to the Initial Energy Delivery Date, Seller shall register the Facility in WREGIS and take all other actions necessary to ensure that the Energy produced from the Facility is tracked for purposes of satisfying the California Renewables Portfolio Standard requirements, as may be amended or supplemented by the CPUC or CEC from time to time. Subject to the Compliance Cost Cap, Seller warrants that it shall take all necessary steps to ensure the Renewable Energy Credits transferred to Buyer under this Agreement are tracked in WREGIS and transferred in a timely manner to Buyer through WREGIS for purposes of satisfying Buyer’s California Renewables Portfolio Standard Requirements, as may be amended or supplemented by the CPUC or CEC from time to time. Seller warrants that all necessary steps to allow the renewable energy credits transferred to Buyer to be tracked in the Western Renewable Energy Generation Information System will be taken prior to the first delivery under the contract. For purposes of this Section, the term “contract” has the same meaning as the term “Agreement” and the phrase “renewable energy credit” has the same meaning as the defined term “Renewable Energy Credit”.

3.3Resource Adequacy Benefits. Seller conveys to PG&E all Resource Adequacy Benefits attributable to the physical generating capacity of Seller’s Facility. Seller shall comply with all applicable reporting requirements and take all reasonable actions and execute documents and instructions necessary to enable Buyer to secure Resource Adequacy Benefits, subject to the Compliance Cost Cap.

3.4Compliance Cost Cap. The Parties agree that the Compliance Costs Seller shall be required to bear during the Delivery Term shall be capped annually at $10,000.00 per MW of Contract Capacity and in the aggregate throughout the Delivery Term at $20,000.00 per MW of Contract Capacity (collectively, the “Compliance Cost Cap”). In the event and to the extent that the Compliance Costs incurred by Seller exceed the Compliance Cost Cap, Buyer shall either reimburse Seller for such Compliance Costs that exceed the Compliance Cost Cap, or excuse Seller from performing the obligations of this Agreement that would otherwise cause it to incur Compliance Costs in excess of the Compliance Cost Cap. Within sixty (60) days after the change, amendment, repeal, or enactment of Law after the Execution Date which Seller anticipates will cause it to incur Compliance Costs in excess of the Compliance Cost Cap, Seller shall provide to Buyer Notice with an estimate of the expected annual Compliance Costs caused by such change in Law. Within thirty (30) days of the delivery of such Notice, Buyer shall provide Seller Notice of (a) Buyer's request for Seller to incur the Compliance Costs in excess of the Compliance Cost Cap, (b) Buyer's initiation of Dispute Resolution under Appendix I, or (c) Buyer's waiver of Seller's performance of such obligations. The Parties shall agree on a reasonable allocation, as between Seller and Buyer, over the remaining Delivery Term of any such Compliance Costs that are incurred after the fifteenth (15th) Contract Year and that are expected to benefit the Facility beyond the Delivery Term of this Agreement. Any Compliance Cost reimbursement by Buyer to Seller shall be subject to CPUC approval, and the amount of such reimbursement shall not be paid by Buyer to Seller until such time as the CPUC has approved such payment. Seller shall be relieved from performing the obligations of this Agreement that would otherwise cause it to incur Compliance Costs in excess of the Compliance Cost Cap and which give rise to the payment that is the subject of the above referenced CPUC approval until such time as the CPUC issued its approval of the reimbursement payment in final and non-appealable form.