5_2024_Renewable_RFP_10197761_Attachment_12_ProForma_PPA.pdf

January 31, 2024

ATTACHMENT 12

POWER PURCHASE AGREEMENT

FOR

RENEWABLE ENERGY RESOURCES

BETWEEN

CALIFORNIA DEPARTMENT OF WATER RESOURCES

AND

XXXX, LLC

Month Day, Year

TABLE OF CONTENTS

1. DEFINITIONS

2. TERM; POWER PURCHASE AND SALE

2.1. Term

2.2. Purchase and Sale of the Product

2.3. Contract Price

2.4. Payment

2.5. Curtailment

2.6. Annual Economic Curtailment Validation and True-up

2.7. Excess Quantity

2.8. Potential Transfer of Ownership

3. DELIVERY OBLIGATIONS

3.1 Resource Adequacy (RA)

3.2 Environmental Attributes

3.3 Eligible Renewable Energy Resource (ERR) Status

3.4 Change in Applicable Laws

4. MINIMUM ENERGY GUARANTEES

4.1 Guaranteed Energy Production

5. DELIVERY SCHEDULES AND EMERGENCIES

5.1 Scheduling

5.2 Annual Forecast of Delivery Schedules

5.3 Monthly Forecast of Delivery Schedules

5.4 Daily Delivery Forecasts and Schedules

5.5 Hourly or Sub-Hourly Delivery Schedules

5.6 Eligible Intermittent Resources Protocol (EIRP) Forecast

5.7 Transmission Emergency

6. OPERATION AND MAINTENANCE

6.1 Operating Standards

6.2 Commercial Operation Date

6.3 Maintenance Outage

6.4 Buyer’s Access Rights

7. MILESTONES

7.1 Milestones

7.2 Force Majeure Extension

7.3 Daily Delay Damages

8. METERING

8.1 Meter and Transformer

8.2 CAISO Standards

8.3 Testing, Audit, and Calibration

8.4 Inaccurate Meter

8.5 Meteorological Stations and Data

9. BILLING AND PAYMENT

9.1 Billing Period

9.2 Monthly Invoice Calculation

9.3 Method and Time of Payment

9.4 Examination and Correction of Invoices; Disputes

9.5 Non-Delivery of Invoices

9.6 Record-Keeping

9.7 Timeliness of Payment

9.8 Right to Set off

9.9 Contract Representative

9.10 Interest

9.11 Sample Invoice

10. CREDIT REQUIREMENTS

10.1 Development Period Security

10.2 Delivery Period Security

10.3 Letters of Credit

10.4 Return of Security

10.5 Grant of Security Interest/Remedies

11. FORCE MAJEURE

11.1 Force Majeure Definition

11.2 Force Majeure Procedure

12. EVENTS OF DEFAULT

12.1 Events of Default

13. TERMINATION; REMEDIES

13.1 Remedies

13.2 Settlement Amount Calculations

13.3 Settlement Amount- Seller as Defaulting Party

13.4 Settlement Amount- Buyer as Defaulting Party

13.5 Rights and Obligations Surviving Termination

13.6 Termination and Right of First Offer

13.7 Limitation of Remedies, Liability and Damages

14. REPRESENTATIONS AND WARRANTIES; COVENANTS

14.1 Representations and Warranties

14.2 Additional Seller Representations, Warranties and Covenants

15. PERFORMANCE REQUIREMENTS

15.1 Expansion, Modifications or Major Improvements to Facility

15.2 Interconnection

15.3 Assignment

15.4 Collateral Assignment

15.5 Insurance

15.6 Debt Liability Disclaimer; Hold Harmless

15.7 Compliance with Applicable Laws, including CAISO Interconnection

Standards and the California Environmental Quality Act (“CEQA”) Guidelines

15.8 Decommissioning and Other Costs

15.9 Change of CAISO Scheduling Practices

15.10 Taxes

15.11 Confidentiality of Data

16. MISCELLANEOUS

16.1 Counterparts

16.2 Exclusivity

16.3 Title and Risk of Loss

16.4 Indemnities by Seller

16.5 Governing Law; Venue

16.6 Notices

16.7 Joint Effort

16.8 Relationship of the Parties

16.9 No Third-Party Beneficiary

16.10 Resolution of Disputes

16.11 Entire Agreement

16.12 Violation of Governmental Approvals

16.13 Budget Provisions

16.14 Dodd-Frank Wall Street Reform and Consumer Protection Act (DFA)

16.15 Standard of Review

16.16 Further Assurances

16.17 Captions; Construction

16.18 Forward Contract

SCHEDULES

SCHEDULE 1 ........................................................................................... Schedule 1

EXHIBITS

EXHIBIT A - FORM OF ATTESTATION................................................................A-1 EXHIBIT B - GENERAL TERMS AND CONDITIONS ...........................................B-1

EXHIBIT B-1 – SPECIAL TERMS AND CONDITIONS FOR DWR ...................B-1-1

EXHIBIT C - CONTRACT QUANTITY...................................................................C-1

EXHIBIT D - PAYMENT AND CONTACT INFORMATION…................................D-1

EXHIBIT E - MILESTONE SCHEDULE.................................................................E-1 EXHIBIT F - FACILITY AND SITE DESCRIPTION ...............................................F-1 EXHIBIT G - FORM OF CONSENT AND AGREEMENT.......................................G-1

THIS POWER PURCHASE AGREEMENT FOR XXX [SOLAR PV or WIND] RENEWABLE ENERGY RESOURCES (the “Agreement”) is entered as of the Execution Date defined herein by and between California Department of Water Resources (“CDWR” or “Buyer”) and XXXX, LLC (“Seller”).

Now therefore, in consideration of the covenants and conditions contained herein, the Parties agree as follows:

1. DEFINITIONS

The following rules of interpretation shall apply, unless otherwise required by the context in which any term appears: (i) Capitalized terms used in this Agreement shall have the meanings specified in this Section; (ii) Terms defined in the singular shall include the plural and vice versa; (iii) References to “Sections” and “Exhibits” shall be to sections or exhibits hereof; (iv) All references to a particular entity shall include a reference to such entity’s successors and permitted assigns; (v) The words “herein,” “hereof,” and “hereunder” shall refer to this Agreement as a whole and not to any particular section or subsection hereof; (vi) References to this Agreement shall include a reference to all appendices and Exhibits hereto, as the same may be amended, modified, supplemented, or replaced from time to time; (vii) Terms used in the masculine shall include the feminine and vice versa; (viii) The term “including,” when used in this Agreement, shall mean to include without limitation; and (ix) The term “day” when used in this Agreement shall mean a calendar day unless specified otherwise.

Capitalized terms, used but not otherwise defined herein, shall have the meaning ascribed to them in the CAISO Tariff.

1.1. “Adjusted Contract Quantity” in any Contract Year means the Contract Quantity minus the Lost Output in such Contract Year.

1.2. “Affiliate” means with respect to a Party, any entity that, directly or indirectly, through one or more intermediaries, controls, or is controlled by, that Party. For the purposes of this definition, “control” (including, with correlative meanings, the terms “controlled by” and “under common control with”), as used with respect to any person or entity, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such person or entity, whether through the ownership of voting securities or by contract or otherwise.

1.3. “Affiliate Manager” has the meaning set forth in the Shared Facilities Agreement to be agreed upon by the Parties pursuant to Section 15.2(a).

1.4. “Agreement” means this Agreement together with the Exhibits attached hereto, as such may be amended from time to time.

1.5. “AM Best” means AM Best Company, Inc. or any successor thereto, or in the event that there is no such successor, a nationally recognized credit Rating

Agency providing similar services.

1.6. “Annual Economic Curtailment Quantity” means the sum of all Economic

Curtailment Hour Quantities that occur during a Contract Year.

1.7. “Annual Metered Quantity” means Metered Quantity delivered in a particular

Contract Year.

1.8. “Applicable Laws” means all constitutions, treaties, laws, ordinances, rules, regulations, interpretations, permits, judgments, decrees, injunctions, writs and orders of any Governmental Authority that apply to either or both Parties, the Facility or the terms of this Agreement.

1.9. “Assignment” means any type of sale, assignment, transfer, or disposition, which results, directly or indirectly, in a change of control of Facility or Seller.

1.10. “Bankrupt” means with respect to any entity, such entity (i) files a petition or otherwise commences, authorizes or acquiesces in the commencement of a proceeding or cause of action under any bankruptcy, insolvency, reorganization or similar law, or has any such petition filed or commenced against it, (ii) makes an assignment or any general arrangement for the benefit of creditors, (iii) otherwise becomes bankrupt or insolvent (however evidenced), (iv) has a liquidator, administrator, receiver, trustee, conservator or similar official appointed with respect to it or any substantial portion of its property or assets, or

(v) is generally unable to pay its debts as they become due.

1.11. “Billing Period” has the meaning set forth in Section 9.1.

1.12. “Binding Milestone Deadline” has the meaning set forth in Section 7.1(a).

1.13. “Binding Milestones” has the meaning set forth in Section 7.1(a).

1.14. “Business Day” means any day other than Saturday, Sunday, and any day that is a holiday observed by Federal Reserve member banks in San Francisco, California.

1.15. “Buyer” has the meaning set forth in the preamble.

1.16. “Buyer Purchase Damages” has the meaning set forth in Section 13.3(a).

1.17. “Buyer’s Notice” has the meaning set forth in Section 13.6(b)

1.18. “CAISO” means the California Independent System Operator Corporation or any successor entity performing similar functions.

1.19. “CAISO Revenue Meter” has the meaning set forth in Section 8.1(a).

1.20. “CAISO Tariff” means the CAISO tariff in effect upon the Execution Date and as amended from time to time.

1.21. “California RPS” means the California Renewable Portfolio Standard Program, established by California State Senate Bills 1038 (Stats 2002, ch. 516) and 1078 (States. 2009-2010, 4th Ex. Sess., ch. 11), codified in California Public Utilities Code Section 399.11 et seq, and California Public Resources Code Sections 25470 through 25751, as such provisions are amended or supplemented from time to time.

1.22. “Capacity Attributes” means any and all current or future defined characteristics, (including the ability to generate at a given capacity level, provide ancillary services, and ramp up or ramp down at a given rate), certificates, tags, credits, or ancillary service attributes, or accounting constructs, however entitled, or other attribute of the Facility, attributed to or associated with the Facility or any unit of generating capacity of the Facility throughout the Delivery Period, so that the maximum amount of Contract Quantity of the Facility may be counted toward a Resource Adequacy requirement by the CPUC, the CAISO, the FERC, or any other entity invested with the authority under Applicable Laws, to require Buyer to procure, or to procure at Buyer’s expense, Resource Adequacy or other such products.

1.23. “CDWR” means the California Department of Water Resources pursuant to its powers and responsibilities with respect to the State Water Resources Development System.

1.24. “CEC” means the California Energy Commission.

1.25. “CEQA” means the California Environmental Quality Act (Cal. Pub. Res. Code, sections 21000 et seq.) and the CEQA Guidelines, as amended from time to time.

1.26. “Claiming Party” has the meaning set forth in Section 11.2.

1.27. “Claims” has the meaning set forth in Section 16.4.

1.28. “Commercial Operation Date” or “COD” means the date specified in Section 6.2.

1.29. “Construction Permits” means all permits required for construction of the Facility.

1.30. “Contract Capacity” means the generation capability of the Facility, designated in MW, net of all auxiliary loads, station electrical uses, and electrical losses, as measured at the Delivery Point. The Contract Capacity shall be XXX MW.

1.31. “Contract Price” means $XX.XX/MWh.

1.32. “Contract Quantity” means the quantity of Energy with associated Capacity Attributes and Environmental Attributes expected to be delivered by Seller from the Facility to Buyer at the Delivery Point as set forth in Exhibit C.

1.33. “Contract Year” means each year beginning on January 1 and ending on December 31 of such year; provided, however, that the first Contract Year shall commence on the Commercial Operation Date and end on the following December 31, and that the last Contract Year shall commence on January 1 and end on the last day of the Delivery Period.

1.34. “Costs” means, with respect to the Non-Defaulting Party, (a) brokerage fees, commissions and other similar third-party transaction costs and expenses reasonably incurred by such Party in entering into new arrangements necessitated by an Event of Default, and (b) all reasonable attorneys’ fees and expenses incurred by the Non-Defaulting Party in connection with such new arrangements.

1.35. “CPUC” means the California Public Utilities Commission.

1.36. “Credit Rating” means, with respect to any entity, the rating then assigned to such entity’s unsecured, senior long-term debt obligations (not supported by third-party credit enhancements) or if such entity does not have a rating for its senior unsecured long-term debt, then the rating then assigned to such entity as an issue rating by the Rating Agencies.

1.37. “Daily Delay Damages” has the meaning set forth in Section 7.3.

1.38. “Day-Ahead Schedule” has the meaning set forth in Section 5.4(a).

1.39. “Defaulting Party” has the meaning set forth in Section 12.1.

1.40. “Delivery Period” means the period commencing on COD and ending at midnight on the last day of the calendar month (XX) years from the month of the COD.

1.41. “Delivery Period Security” has the meaning set forth in Section 10.2(a).

1.42. “Delivery Point” means the PNode corresponding to the CAISO Point of Interconnection.

1.43. “Development Period Security” has the meaning set forth in Section 10.1(a).

1.44. “Dodd-Frank Act” or “DFA” has the meaning set forth in Section 16.14.

1.45. “Economic Curtailment” has the meaning set forth in Section 2.5(c).

1.46. “Economic Curtailment Hour” has the meaning set forth in Section 2.5(c)ii.

1.47. “Economic Curtailment Hour Quantity” means in an Economic Curtailment Hour, the amount of Product in MWhs that the Facility could reasonably have been expected to deliver but was not delivered due to Economic Curtailment.

Economic Curtailment Hour Quantity shall be calculated using the best available EIRP forecast or schedule pursuant to Section 5.

1.48. “Economic Curtailment Validation” has the meaning set forth in Section 2.5(c)i.

1.49. “Eligible Intermittent Resources Protocol” or “EIRP” has the meaning set forth in the CAISO Tariff.

1.50. “Eligible Renewable Energy Resource” or “ERR” has the meaning set forth in

California Public Utilities Code Section 399.12, as may be amended from time to time.

1.51. “Energy” means electrical energy in MWh that is produced by the Facility and delivered by Seller.

1.52. “Environmental Attributes” mean all current or future credits, benefits, emissions reductions, renewable energy credits, offsets, and allowances, howsoever entitled, attributed to capacity and Energy generated at the Facility and its avoided emissions of pollutants, including:

(a) Any avoided emissions of pollutants to the air, soil or water such as sulfur oxides (SOx), nitrogen oxides (NOx), carbon monoxide (CO) and other pollutants;

(b) Any avoided emissions of carbon dioxide (CO2), methane (CH4), nitrous oxide, hydrofluorocarbons, perfluorocarbons, sulfur hexafluoride and other greenhouse gases (GHGs) that have been determined by any applicable Governmental Authority or association of governmental representatives, such as, but not limited to, the United Nations Intergovernmental Panel on Climate Change, to contribute to the actual or potential threat of altering the Earth’s climate by trapping heat in the atmosphere (Avoided emissions may or may not have any value for GHG compliance purposes. Although avoided emissions are included in the list of Environmental Attributes, the inclusion does not create any right to use those avoided emissions to comply with any GHG regulatory program.); and

(c) The reporting rights to these avoided emissions such as Green Tag

Reporting Rights. Green Tag Reporting Rights are the right of a Green Tag Purchaser to report the ownership of accumulated Green Tags in compliance with federal or state law, if applicable, and to a federal or state agency or any other party at the Green Tag Purchaser’s discretion, and include without limitation those Green Tag Reporting Rights accruing under Section 1605(b) of The Energy Policy Act of 1992, or as may be amended and any present or future federal, state, or local law, regulation or bill, and international or foreign emissions trading program. Green Tags are accumulated on kWh basis and one Green Tag represents the Environmental Attributes associated with one (1) MWh of energy.

Environmental Attributes do not include:

(d) Any Energy, Capacity Attributes, reliability or other electrical attributes from the Facility;

(e) Tax Attributes associated with the construction or commercial operation of the Facility and other financial incentives in the form of credits, reductions, or allowances associated with the Facility that are applicable to a state or federal income taxation obligation;

(f) Fuel-related subsidies or “tipping fees” that may be paid to Seller to accept certain fuels, or local subsidies received by Seller for the destruction of particular pre-existing pollutants or the promotion of local environmental benefits; or

(g) Emission reduction credits encumbered or used by the Facility for compliance with local, state, or federal operating and/or air quality permits.

1.53. “Environmental Impact Report” or “EIR” means the Environmental Impact Report approved by the City of XXXXXX and filed with the State Clearinghouse in XXXX 20XX, (State Clearinghouse No. XXXXXX), and any supplements or amendments thereto, subject to Section 15.1.

1.54. “Event of Default” has the meaning set forth in Section 12.1.

1.55. “Excess Quantity” means any metered amount of Energy delivered in any given period by Seller which is above 110% of the Contract Quantity as set forth in Exhibit C.

1.56. “Exclusivity Period” has the meaning set forth in Section 13.6(a).

1.57. “Execution Date” means the date on which the Agreement has been executed by the authorized representatives of both Parties.

1.58. “Facility” means the Seller’s electric generating facility, as measured by a single independent CAISO Revenue Meter, and as described in Exhibit F (as may be updated from time to time in accordance with Section 15.1(b) and (c), together with all materials, equipment, systems, structures, features and improvements used to produce the Product for delivery to Buyer which is certified by the CEC as an ERR.

1.59. “Facility Lender” means, collectively, any lenders or other third parties, including their agents and trustees, providing Seller or its Affiliates with construction financing, long term financing or other credit facilities in connection with the development, construction or operation of the Facility. Seller shall identify such Facility Lender through Notice to Buyer.

1.60. “FERC” means Federal Energy Regulatory Commission.

1.61. “First Offer” has the meaning set forth in Section 13.6(a).

1.62. “Fitch” means Fitch Ratings Inc. or any successor thereto, or in the event that there is no such successor, a nationally recognized credit Rating Agency.

1.63. “Force Majeure” has the meaning set forth in Section 11.1.

1.64. “Force Majeure Extension” has the meaning set forth in Section 7.2.

1.65. “Forced Outage” means the removal of service availability, unavailability, constraint on availability, or reduction of one (1) MW or more of the Facility due to mechanical or operational reasons or due to outages of the transmission lines serving the Facility if caused by Seller. Forced Outage does not include any outage caused by Force Majeure, Maintenance Outage, or outage for purely financial reasons.

1.66. “Forced Outage Quantity” means in any measurement period, the amount of

Product in MWhs that the Facility could reasonably have been expected to deliver but was not delivered due to a Forced Outage. Forced Outage Quantity shall be calculated using the best available EIRP forecast or schedule pursuant to Section 5.

1.67. “GEP Period” has the meaning set forth in Section 4.1(a).

1.68. “Good Industry Practice” means those practices, methods and acts that would be implemented and followed by prudent builders and operators of electric generation facilities similar to the Facility in the western United States during the relevant time period, which practices, methods and acts, in the exercise of prudent and responsible professional judgment in the light of the facts known at the time the decision was made, could reasonably have been expected to accomplish the desired result consistent with good business practices, reliability and safety, and shall include, at a minimum, those professionally responsible practices, methods and acts described in the preceding sentence that comply with manufacturers’ warranties, restrictions in this Agreement, and the requirements of governmental authorities, WECC standards, the CAISO and Applicable Laws. Good Industry Practice is not intended to be the optimum practice, method or act to the exclusion of all others, but rather is intended to be any of the practices, methods and/or actions generally accepted in the region.

1.69. “Governmental Approvals” means all CAISO agreements, tariffs and standards;

all applicable interconnection agreements and standards; NERC and WECC regulations and protocols; and all applicable regulatory authorizations, consents, approvals, waivers, exceptions, mitigation measures, variances, filings, permits, orders, licenses, exemptions and declarations of or with any Governmental Authority and, with respect to Seller, shall include those siting and operating permits and licenses, and any of the foregoing under any applicable environmental law, that are required for the development, construction, use, improvement, and continuous lawful operation of the Facility.

1.70. “Governmental Authority” means any federal, state, local or municipal government body; any governmental, quasi-governmental, regulatory or administrative agency, commission, body or other authority exercising or entitled to exercise any administrative, executive, judicial, legislative, policy, regulatory or taxing authority or power; any court or governmental tribunal; or any independent operator, regional transmission organization or other regulatory body; in each case having jurisdiction over either Party, the Facility, the Site, Seller’s interconnection facilities, the Transmission Provider’s interconnection facilities, or the Transmission Provider’s transmission system.

1.71. “Guaranteed Energy Production” or “GEP” has the meaning set forth in Section

4.1.

1.72. “Hourly Metered Quantity” means Metered Quantity delivered in a particular hour.

1.73. “Initial Negotiation End Date” has the meaning set forth in Section 16.10(a).

1.74. “Integration Charges” means charges assessed by the CAISO to the Scheduling Coordinators of renewable electric generators for products and/or services implemented after the date of this Agreement, where the primary need for such products and/or services is identified by the CAISO as related to the integration of renewable energy generation into the CAISO grid or the management of such energy resources.

1.75. “Interconnection Queue Position” means the CAISO-specified order of Seller’s valid request for interconnection relative to all other valid interconnection requests, Queue #XXX.

1.76. “Land Use Permits” means all permits required for operation of the Facility.

1.77. “Letter of Credit” means an irrevocable, nontransferable standby letter of credit issued by a Qualified Issuer, in such form as is reasonably acceptable to Buyer.

1.78. “LMP Floor” means $0/MWh or less as set forth in Section 2.4(f) (based on the CAISO Day Ahead Market hourly LMP).

1.79. “Lost Output” means in any measurement period, the amount of Product in

MWhs that the Facility was available to produce and could reasonably have been expected to deliver, but was not delivered due to (a) Force Majeure; (b) an Event of Default where Buyer is the Defaulting Party that prevented the delivery of Product by Seller hereunder; (c) an emergency declared by the CAISO or the Transmission Provider, or (d) transmission induced outages or transmission derates that are not under Seller’s control. Lost Output shall be calculated using the best available EIRP forecast or schedule pursuant to Section 5.

1.80. “Maintenance Outage” has the meaning set forth in Section 6.3(a) and shall not include Forced Outages.

1.81. “Major Equipment Malfunction” means a non-Force Majeure malfunction, breakdown, or failure of major equipment at the Facility resulting in a reduction of Energy production of the Facility by at least fifty percent (50%) of the applicable Contract Quantity in a Contract Year, and such malfunction, breakdown, or failure was not caused by Seller and could not have been avoided through the exercise of Good Industry Practice.

1.82. “Material Permits” means all permits required for Commercial Operation of the

Facility.

1.83. “Metered Quantity” means all Energy produced from the Facility and delivered to the Delivery Point as measured in MWh at the Facility’s Revenue Meter as may be adjusted by CAISO market settlements.

1.84. “Milestones” or “Milestone Schedule” mean the events set forth in Section 7.1 and Exhibit E.

1.85. “Monthly Delivery Forecast” has the meaning set forth in Section 5.3.

1.86. “Monthly Payment” has the meaning set forth in Section 2.4(c).

1.87. “Moody’s” means Moody’s Investor Service, Inc. or any successor thereto, or in the event that there is no such successor, a nationally recognized credit Rating Agency.

1.88. “MRI-S” means the CAISO web-based application that allows users to view, download, graph, and submit settlement quality meter data.

1.89. “MW” means megawatt alternating current (AC).

1.90. “MWh” means megawatt hours of electrical energy.

1.91. “NERC” means North American Reliability Corporation.

1.92. “Non-Defaulting Party” has the meaning set forth in Section 13.1.

1.93. “Notice” has the meaning set forth in Section 16.6.

1.94. “Outage Schedule” has the meaning set forth in Section 6.3(b).

1.95. “Party” or “Parties” means Buyer or Seller, and each such Party’s respective successors and permitted assignees.

1.96. “Payment” means the amount paid by Buyer, or Seller, as applicable, as set forth in Section 2.4.

1.97. “Performance Assurance” means the Development Period Security and the

Delivery Period Security.

1.98. “Point of Interconnection” means the physical interconnection point of the Facility as identified by Seller and incorporated in Exhibit F.

1.99. “Pooled Money Investment Account” means the “Pooled Money Investment Account” managed by the Investment Division of the California State Treasurer’s Office under statutory authority granted by California Government Code sections 16430 and 16480.4.

1.100. “Product” means capacity and renewable Energy generated at the Facility not to exceed 500 MW and delivered to Buyer, including all associated Environmental Attributes and Capacity Attributes including Resource Adequacy and ancillary services.

1.101. “Qualified Issuer” means a United States commercial bank or a United States branch of a foreign bank with a rating on senior unsecured long-term debt of “A-” or higher by S&P or Fitch, or “A3” or higher by Moody’s (without a “credit watch,” “negative outlook” or other rating decline alert by either S&P, Fitch, or Moody’s).

1.102. “Qualified Operator” means an operator of generation facilities of a similar type and size as the Facility that demonstrates to Buyer’s reasonable satisfaction that: (a) it has the financial capability to perform Seller’s obligations hereunder and (b) (either itself or through a contract with Seller or another appropriately qualified third party) (i) is currently or has acted as a Scheduling Coordinator of renewable resources in the CAISO Balancing Authority Area within the prior two

(2) years and (ii) has experience owning and/or operating and maintaining a minimum of 50 MW of renewable energy assets.

1.103. “Rating Agency” means either S&P, Fitch, Moody’s, or AM Best (for insurance purposes).

1.104. “Real-Time Schedule” has the meaning set forth in Section 5.5(a).

1.105. “Referral Date” has the meaning set forth in Section 16.10(a).

1.106. “Remedial Action Plan” has the meaning set forth in Section 7.1(e).

1.107. “Resource Adequacy” or “RA” means the procurement obligation of load serving entities, as set forth in any Resource Adequacy laws, rules, or regulations enacted, adopted or promulgated by any applicable Governmental Authority or CAISO Tariff, as those obligations may be altered from time to time, and includes the programs and requirements for local, system, and flexible capacity.

1.108. “Resource Adequacy Benefits” means the Resource Adequacy, Capacity

Attributes, including flexible capacity, and any other rights and privileges associated with the Facility and Product that satisfy any entity’s Resource Adequacy obligations, as those obligations are set forth in any Resource Adequacy rulings and shall include any local, zonal, or otherwise locational flexible attributes associated with the Facility.

1.109. “Revenue Meter” means the revenue quality device that is used to record the output, auxiliary usage, or power flow at a generator, tie line or other Point of Interconnection to the CAISO Controlled Grid, in accordance with Section 8.1.

1.110. “Revised Offer” has the meaning set forth in Section 13.6(c).

1.111. “S&P” means Standard & Poor’s or any successor thereto, or in the event that there is no such successor, a nationally recognized Credit Rating agency.

1.112. “Scheduled Quantity” means the total quantity of Energy scheduled hereunder that CAISO approves in its final schedule and publishes in accordance with the CAISO Tariff.

1.113. “Scheduling Coordinator” means the Scheduling Coordinator for the Facility designated by Seller in accordance with Section 5.1 herein.

1.114. “Secure File Transfer Protocol” or “SFTP” means a network protocol that provides file access, file transfer, and file management functionalities over any reliable data stream.

1.115. “Seller” has the meaning set forth in the preamble.

1.116. “Seller Sales Damages” has the meaning set forth in Section 13.4(a).

1.117. “Settlement Amount” has the meaning set forth in Section 13.2(a).

1.118. “Shared Facilities” means the interconnection equipment shared between the Facility and other facilities.

1.119. “Shared Facilities Agreement(s)” means the co-tenancy and shared facility agreements that govern the relationship between various energy generation or storage facilities utilizing shared interconnection equipment.

1.120. “Shortfall Damages” has the meaning set forth in Section 4.1.

1.121. “Site” means the real property on which the Facility is located, as more particularly described in Exhibit F.

1.122. “Tax Attributes” means (i) investment or production tax credits (including any grants or payments in lieu thereof) and any other tax credits, deductions or benefits under federal, state or other law available as a result of the ownership and operation of the Facility or the output generated by the Facility (including, without limitation, tax credits, payments in lieu thereof and accelerated and/or bonus depreciation); and (ii) present or future (whether known or unknown) cash payments, grants under Section 1603 of the American Recovery and Reinvestment Tax Act of 2009 or outright grants of money relating in any way to the Facility.

1.123. “Term” means the term of the Agreement as stated in Section 2.1.

1.124. “Transmission Provider” means XXXXX [Project location or interconnection specific, e.g. PG&E] or any successor entity thereto.

1.125. “WECC” means the Western Electricity Coordinating Council and any successor entity thereto.

1.126. “WREGIS” means Western Renewable Energy Generation Information System, or its successor; provided that said successor can perform substantially similar functions and is acceptable to both Parties.

1.127. “WREGIS Certificates” has the meaning set forth in the WREGIS Operating

Rules.

1.128. “WREGIS Operating Rules” means the rules adopted by WREGIS, as amended from time to time.

2. TERM; POWER PURCHASE AND SALE

2.1. Term

(a) The Term of this Agreement is from the Execution Date until the end of the Delivery Period unless terminated earlier as provided in the Agreement.

(b) This Agreement may be terminated at any time by written agreement of the Parties.

2.2. Purchase and Sale of the Product

(a) In accordance with the terms and conditions hereof and throughout the Delivery Period, Seller shall sell, and Buyer shall purchase the Product.

Seller shall deliver the Product to the Delivery Point, and Buyer shall receive the Product from Seller at the Delivery Point.

(b) Seller shall deliver the Contract Quantity as set forth in Exhibit C to

Buyer subject to and in accordance with the terms and conditions hereof.

i. Seller may submit a proposed updated Exhibit C to Buyer once during the Term of this Agreement. Such proposed updated Exhibit C shall be submitted by October 1 of the second full Contract Year, provided the Facility has been in operation at that time for twelve

(12) full calendar months or, if twelve (12) full calendar months of operation has not occurred by that time, by October 1 of the third full Contract Year.

ii. Buyer may approve Seller’s proposed updated production profile, with approval not to be unreasonably withheld and, if approved, Exhibit C will be amended accordingly.

iii. In the event Buyer does not approve Seller’s proposed updated production profile, Exhibit C attached to PPA on the Execution Date will remain in effect throughout the Term.

2.3. Contract Price

(a) The Contract Price, as may be adjusted under this Agreement, is full compensation for all performance under this Agreement, including costs to generate and deliver the Product to the Delivery Point, and costs to operate and maintain the Facility, including:

i. transmission and transmission related costs;

ii. all CAISO fees, charges and penalties, including: A) charges and penalties associated with imbalance or deviation between actual and scheduled generation; B) Integration Charges; C) scheduling coordinator costs; and D) Load Uplift Obligations (if applicable);

iii. costs associated with scheduling, forecasting, billing, and administrative services;

iv. compliance cost and/or penalties from the North American Electric Reliability Corporation, CAISO, Western Electricity Coordinating Council, or successor entity, imposed on or related to the delivery of the Product from the Facility up to the Delivery Point;

v. subject to Section 3.3, costs to maintain California RPS certification and qualification;

vi. taxes related to the generation and delivery of the Product up to and at the Delivery Point;

vii. environmental permitting costs, including greenhouse gas emissions or allowances, if any;

viii. subject to Section 3.3, costs for compliance with all Applicable Laws and any change in Applicable Laws; and

ix. costs of registering in WREGIS, and any mandatory ongoing

WREGIS costs and charges.

(b) In the event that Seller is compensated by a third party for any Products produced by the Facility, as permitted by Section 16.2 or otherwise, including compensation for Resource Adequacy Benefits or Environmental Attributes, Seller shall remit all such compensation directly to Buyer.

(c) Seller shall cooperate with Buyer to enable Buyer to realize CAISO credits, where available, associated with serving load including but not limited to Load Uplift Obligation transacted via Inter-SC Trades.

2.4. Payment

(a) The Monthly Payment formula below is based on the current CAISO market design. Accordingly, Seller shall schedule delivery with the CAISO, CAISO will pay Seller under the CAISO Tariff for delivery through the CAISO system, and CAISO will charge Buyer for Buyer’s load that could have been served by the Energy delivered.

Consequently, the Payment reflects both the agreed-to Contract Price and the payment Seller receives from the CAISO (which Seller may retain).

(b) For the purposes of calculating the amount payable under this

Agreement with respect to any hour, Seller shall be entitled to retain all LMP payments and other CAISO revenues related to the delivery of Energy from the Facility, and settlement will be based on the Day-Ahead Market hourly LMP at the Delivery Point. The amount payable for each hour shall be calculated as follows:

i. If the Day-Ahead Market hourly LMP at the Delivery Point is greater than or equal to the LMP Floor, the amount payable will be calculated as:

Hourly Metered Quantity * (Contract Price - Delivery Point Day- Ahead Market hourly LMP)

ii. If the Day-Ahead Market hourly LMP at the Delivery Point is less than the LMP Floor, the amount payable will be calculated as:

Hourly Metered Quantity * (Contract Price - LMP Floor)

Notwithstanding the above, if at any time during a Contract Year, the Metered Quantity exceeds the threshold specified in Section 2.7 below, the amount payable will be calculated as provided in Section 2.7.

(c) The “Monthly Payment” shall be the sum of the amounts payable for all hours in each calendar month. If the Monthly Payment amount so determined above is positive, then Buyer shall pay Seller such amount. If the Monthly Payment amount so determined above is negative, then Seller shall pay Buyer such amount.

(d) The total Hourly Metered Quantity as measured at the end of each month shall be used for the purposes of calculating the Monthly Payment under this Agreement. All Product purchased under this Agreement must be measured by the Facility’s CAISO Revenue Meter and supported by a WREGIS Certificate to be eligible for payment under this Agreement.

(e) Buyer may reduce any Monthly Payment due in any Billing Period by any amount due from Seller under Section 4.1(c) for Shortfall Damages, regardless of when the Shortfall Damages first became due.

(f) To reduce curtailments due to negative LMP’s, Buyer may reduce the LMP Floor as follows and thereby pay more than the Contract Price for the Product. The LMP Floor shall be capped at (no greater than) $0/MWh; however, Buyer shall have the right to change the LMP Floor weekly with two (2) Business Days notification prior to the beginning of each week, such notification which shall be made electronically, or by mutually agreeable protocol to be developed, and such change to remain in place until again changed by Buyer and shall be based on the following criteria:

i. If, due to Economic Curtailment, the anticipated number of WREGIS

Certificates in a month is less than the Contract Quantity for that month, then Buyer may elect to lower the LMP Floor until such time the anticipated WREGIS Certificate quantity is on schedule based on the Contract Quantity.

ii. If, through forecasting and market analysis, it is determined by

Buyer that the number of WREGIS Certificates to be received in a future month will be less than the Contract Quantity for that month, then Buyer may elect to lower the LMP Floor until such time that the anticipated WREGIS Certificate quantity is on schedule based on the Contract Quantity.

For example, with notification, Buyer may elect to lower the LMP Floor for any upcoming week and subsequently raise the LMP Floor in a following week thereafter; however, the LMP Floor shall never be greater than the LMP Floor cap ($0/MWh).

Each monthly invoice shall clearly state the weekly LMP Floor selected by Buyer.

(g) If CAISO changes the Day-Ahead Market LMP to other than hourly, the

Parties shall make such amendments to this Agreement as are necessary to accommodate such change in the Day-Ahead Market, provided that any such amendments shall preserve the economic and business arrangements embodied or referenced in this Agreement.

2.5. Curtailment

(a) Except as specifically set forth in Section 2.6, payment shall only be made under this Agreement for Product delivered and for which Buyer has received the WREGIS Certificate, and Seller shall not receive payment from Buyer for any curtailment.

(b) Seller may elect to curtail delivery of output from the Facility as set forth in this Section 2.5, provided that Contract Quantity will not be reduced by such curtailment.

(c) Seller may elect to curtail delivery of output from the Facility, in whole but not in part, in any hour in which the Day-Ahead LMP at the Delivery Point is less than the LMP Floor (“Economic Curtailment”). The following procedure will apply:

i. Within thirty (30) days of settlement of the monthly invoice for deliveries during December of each Contract Year, Buyer will verify hours during such Contract Year in which the hourly Day-Ahead Market hourly LMPs at the Delivery Point were less than the LMP Floor (“Economic Curtailment Validation”); and

ii. Any hour verified by Buyer during Economic Curtailment Validation in which A) the Day-Ahead Market hourly LMP for the Delivery Point is less than the LMP Floor, and B) the Hourly Metered Quantity is zero (excluding Standard Ramping Energy and within the tolerance of the CAISO Revenue Meter), will be deemed an “Economic Curtailment Hour.”

iii. If Standard Ramping Energy or noise in an Economic Curtailment Hour causes the Hourly Metered Quantity to be greater than zero, any such Energy shall not be included in the calculation for Payment in Section 2.4 and any Environmental Attributes from such Energy shall be transferred to Buyer as described in Section 3.2(a).

(d) Seller may elect to curtail delivery of output from the Facility, in whole or in part, in any hour that does not qualify as an Economic Curtailment Hour for managing the intermittency of the resource to reduce uninstructed or other deviations.

2.6. Annual Economic Curtailment Validation and True-up

(a) Within thirty (30) days of settlement of the monthly invoice for deliveries during December of each Contract Year, Seller shall calculate and Buyer shall validate the following applicable to such Contract Year:

Adjusted Contract Quantity, Forced Outage Quantity, Annual Economic Curtailment Quantity, and Annual Metered Quantity delivered during such Contract Year.

(b) If the sum of Annual Metered Quantity and Forced Outage Quantity is less than the Adjusted Contract Quantity with respect to such Contract Year, Buyer shall, following Economic Curtailment Validation, pay Seller an amount equal to the lesser of:

(Annual Economic Curtailment Quantity) * (0.75 * Contract Price); or

(Adjusted Contract Quantity - Annual Metered Quantity - Forced Outage Quantity) * (0.75 * Contract Price);

Provided however, in no instance shall Buyer pay for Economic Curtailment in excess of five percent (5%) of Contract Quantity in a Contract Year.

(c) If the sum of the Annual Metered Quantity and Forced Outage Quantity is equal to or greater than the Adjusted Contract Quantity with respect to such Contract Year, Buyer shall not pay Seller for any Economic Curtailment in such Contract Year.

2.7. Excess Quantity

(a) In any Contract Year during the Delivery Period, if the amount of Energy delivered by Seller exceeds one hundred ten percent (110%) of the annual Contract Quantity, the amount payable with respect to each MWh in excess of 110% of the annual Contract Quantity shall be calculated as follows, subject to the limitation in subsection (b) below, notwithstanding any other provision of this Agreement:

Hourly Metered Quantity of Excess Quantity * [(0.75 * Contract Price) - Delivery Point Day-Ahead Market hourly LMP];

(b) The maximum amount payable by Buyer under this Section 2.7 will not exceed an amount calculated as:

Hourly Metered Quantity of Excess Quantity * (0.75 * Contract Price).

2.8. Potential Transfer of Ownership

Upon mutual agreement, Buyer may purchase the Facility from Seller at an agreed upon price. Any purchase will be on an “as is” basis. Any arrangements necessary to complete the sale of the Facility to Buyer shall be negotiated in a timely manner.

3. DELIVERY OBLIGATIONS

3.1 Resource Adequacy (RA)

During the Delivery Period, Seller grants, pledges, assigns and otherwise commits to Buyer all the Facility’s available Capacity Attributes including, but not limited to, local, system, and flexible Resource Adequacy attributes to apply towards Buyer’s RA (or towards an entity to which Buyer sold RA capacity) or successor program requirements. Seller shall give Buyer monthly and annual Notices of the capability of the Facility to provide Resource Adequacy Benefits at least thirty (30) calendar days prior to each compliance deadline.

3.2 Environmental Attributes

(a) Transfer of Environmental Attributes. In addition to the agreement by

Buyer and Seller to purchase and sell Energy and capacity on the terms and conditions set forth herein, Seller shall transfer to Buyer, and Buyer shall receive and accept from Seller, all right and title to, and interest in, all Environmental Attributes associated with all Energy delivered to the Delivery Point and capacity. Seller agrees to transfer and make such Environmental Attributes available to Buyer immediately or as soon as allowed by Applicable Laws and WREGIS rules upon Seller’s production or acquisition of the Environmental Attributes attributable to the Product.

Seller shall not assign, transfer, convey, encumber, sell or otherwise dispose of all or any portion of such Environmental Attributes to any person or entity other than Buyer. Buyer and Seller acknowledge and agree that the consideration for the transfer of Environmental Attributes is contained within the Contract Price.

(b) Reporting of Ownership of Environmental Attributes: During the Term, Seller shall not report to any person or entity that the Environmental Attributes granted hereunder to Buyer belong to any person or entity other than Buyer, and Buyer may report under any program that such Environmental Attributes purchased hereunder belong to Buyer.

(c) Cooperation. Seller shall cooperate reasonably with Buyer and provide such certifications or attestations to Buyer as are reasonably necessary to verify that all Environmental Attributes attributable to the Product delivered have been transferred to Buyer. Seller acknowledges that a Governmental Authority may require Buyer to take certain actions with respect to greenhouse gas emissions or other emissions attributable to the generation of Energy, including reporting, registering, tracking, allocating for or accounting for such emissions. Promptly following Buyer’s written request, Seller agrees to take all commercially reasonable actions and execute or provide all documents, information or instruments with respect to generation by the Facility reasonably necessary to permit Buyer to comply with such requirements, if any.

Nothing in this Section 3.2(c) shall cause Buyer to assume any liability or obligation with respect to Seller’s compliance obligations with respect to the Facility under any new Applicable Laws.

(d) Compliance. Subject to Section 3.3, Seller shall comply with Applicable

Laws regarding the certification and transfer of Renewable Energy Certificates (RECs), including participation in WREGIS.

(e) Use of WREGIS to transfer certain Environmental Attributes: Seller shall evidence the transfer of Environmental Attributes associated with the Product to Buyer by participating in WREGIS in accordance with WREGIS reporting protocols and the following:

i. Seller shall report renewable XXX [solar photovoltaic or wind] generation to WREGIS for development of WREGIS Certificates and direct WREGIS to transfer certificates to Buyer. The Parties agree that the Facility will be registered with WREGIS, initially, with the Generating Unit Name of XXXX.

ii. Seller agrees to comply with directions from Buyer regarding

WREGIS or WREGIS Certificates. After the Facility is registered with WREGIS, at Buyer’s option, Seller agrees to transfer WREGIS Certificates to Buyer using the Forward Certificate Transfer method, as defined and detailed in WREGIS Operating Rules and as designated by Buyer. Seller shall be responsible for the WREGIS expenses associated with registering the Facility, maintaining its account, paying WREGIS Certificate issuance fees, and transferring WREGIS Certificates to Buyer.

iii. Buyer shall be responsible for the WREGIS expenses associated with maintaining its account and subsequent transferring or retiring of WREGIS Certificates.

iv. Forward Certificate Transfers will occur monthly in accordance with the procedures established by the WREGIS Operating Rules. Seller shall be responsible for, at its expense, validating and disputing data with WREGIS in its reasonable discretion prior to certificate creation each month.

v. Except as the Parties may otherwise agree in writing, in the event that WREGIS is not in operation, or WREGIS does not track Seller’s transfer of WREGIS Certificates to Buyer, or its designees, on or before the 30th day of each calendar month, Seller shall document the production and transfer of Environmental Attributes under this Agreement by delivering to Buyer an attestation for the Environmental Attributes produced by the Facility, in whole MWh for the preceding month. The form of attestation shall be substantially in the form as set forth in Exhibit A; provided, however, Buyer may change the form of attestation from time to time during the Delivery Period by giving at least thirty (30) days’ prior Notice to Seller, subject to Seller’s approval (which Seller shall not unreasonably withhold, condition or delay). If Seller has not objected to Buyer’s proposed changes to the form of attestation within thirty (30) days after receiving it, the changes shall be deemed approved.

3.3 Eligible Renewable Energy Resource (ERR) Status

(a) ERR Certification. Seller shall ensure that throughout the Delivery Period the Facility is certified by the CEC as an ERR. If a change in Applicable Law occurs after execution of this Agreement that causes the Facility to not qualify as an ERR, Seller shall be deemed to have complied with the foregoing sentence and the representation set forth in Section 14.2(g) and there shall be no Event of Default under 12.1(b)xiii, provided in each case that Seller uses commercially reasonable efforts to…