TITLE TO FACILITY ASSETS
[Any exceptions to Seller’s representation regarding having good title to the Facility Asset, free
and clear of all Liens, except for certain per mitted liens.] ATTACHMENT 2
A2-212
DB2/ 48370541.18
Schedule 3.7 – Page 1
SCHEDULE 3.7
to
OPTION AGREEMENT
dated as of
January 30, 2025
by and between
MILFORD SOLAR
PHASE II, LLC
and
SCPPA
ENVIRONMENTAL MATTERS
[All environmental matters referred
to in Section 3.7 shall be spec ified and briefly described in this Schedule]
ATTACHMENT 2
A2-213
DB2/ 48370541.18
Schedule 3.8 – Page 1
SCHEDULE 3.8
to
OPTION AGREEMENT
dated as of
January 30, 2025
by and between
MILFORD SOLAR PHASE II, LLC
and
SCPPA
LIABILITIES
[All liabilities referred to in Section 3.8 shall be specified and briefly described in this Schedule] ATTACHMENT 2
A2-214
DB2/ 48370541.18
Schedule 3.9 – Page 1
SCHEDULE 3.9
to
OPTION AGREEMENT
dated as of
January 30, 2025
by and between
MILFORD SOLAR
PHASE II, LLC
and
SCPPA
TAX MATTERS
[All tax matters referred to in Section 3.9 shall be specified and briefly described in this Schedule] ATTACHMENT 2
A2-215
DB2/ 48370541.18
Schedule 3.10 – Page 1
SCHEDULE 3.10
to
OPTION AGREEMENT
dated as of January 30, 2025
by and between
MILFORD SOLAR PHASE II, LLC
and
SCPPA
COMPLIANCE WITH LAWS
[All non-compliance with laws referred to in Section 3.10 shall be specified and briefly described in this Schedule]
ATTACHMENT 2
A2-216
DB2/ 48370541.18
Schedule 3.11 – Page 1
SCHEDULE 3.11
to
OPTION AGREEMENT
dated as of
January 30, 2025
by and between
MILFORD SOLAR PHASE II, LLC
and
SCPPA
LITIGATION
[All litigation proceedings referred to in Section 3.11 shall b e specified and briefly described in this Schedule]
ATTACHMENT 2
A2-217
DB2/ 48370541.18
Schedule 3.12(a) – Page 1
SCHEDULE 3.12(a)
to
OPTION AGREEMENT
dated as of
January 30, 2025
by and between
MILFORD SOLAR
PHASE II, LLC
and
SCPPA
CONTRACTS
[All Contract matters referred to in Section 3.12(a) of the Agreement shall be specified and briefly described in this Schedule, with any Contract not cons tituting an Assumed Contract identified by an asterisk (*)]
ATTACHMENT 2
A2-218
DB2/ 48370541.18
Schedule 3.12(b) – Page 1
SCHEDULE 3.12(b)
to
OPTION AGREEMENT
dated as of
January 30, 2025
by and between
MILFORD
SOLAR PHASE II, LLC
and
SCPPA
EXCEPTIONS TO ASSUMED CONTRACTS
[All exceptions to the Assumed Contracts referred to in Section 3.12(a) and 3.12(b) of the Agreement shall be specified and briefly described in this Schedule.] ATTACHMENT 2
A2-219
DB2/ 48370541.18
Schedule 3.13 – Page 1
SCHEDULE 3.13
to
OPTION AGREEMENT
dated as of
January 30,
2025 by
and between
M
ILFORD SOLAR PHASE II, LLC
and
SCPPA
INTELLECTUAL PROPERTY
[All Intellectual Property Asset matters referred to in Section 3.13 with respect to the Facility shall be specified and briefly described in this Schedule] ATTACHMENT 2
A2-220
DB2/ 48370541.18
Schedule 3.15 – Page 1
SCHEDULE 3.15
to
OPTION AGREEMENT
dated as of
January 30, 2025
by and between
MILFORD SOLAR
PHASE II, LLC
and
SCPPA
PERMITS
[All Permit matters referred to in Section 3.15 of the Agreement shall be specified and briefly described in this Schedule, with any Permit not constituting a Transferred Permit identified by an asterisk (*)]
ATTACHMENT 2
A2-221
DB2/ 48370541.18
Schedule 3.17 – Page 1
SCHEDULE 3.17
to
OPTION AGREEMENT
dated as of January
30, 2025
by and between
MILFORD SOLAR PHASE II, LLC
and
SCPPA
EMPLOYEE MATTERS
[All Employee matters referred to in Section 3.17 sh all be specified and briefly described in this Schedule]
ATTACHMENT 2
A2-222
DB2/ 48370541.18
Schedule 3.18 – Page 1
SCHEDULE 3.18
to
OPTION AGREEMENT
dated as of January 30, 2025
by and between
MILFORD SOLAR PHASE II, LLC
and
SCPPA
GENERAL MATTERS
[All general representation matters referred to in Section 3.18 shall be specified and briefly described in this Schedule]
ATTACHMENT 2
A2-223
Schedule 4.3 – Page 1
SCHEDULE 4.3
to
OPTION AGREEMENT
dated as of
January 30, 2025
by and between
MILFORD SOLAR
PHASE II, LLC
and
SCPPA
BUYER’S CONSENTS
[All Consents of Buyer which are necessary or incidental to the Closing shall be specified and briefly described in this Schedule]
3195447
3 ATTACHMENT 2
A2-224
DB2/ 48370525.19
M-1
APPENDIX M
TO THE
POWER PURCHASE AGREEM
ENT
BETWEEN
SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY
AND
MILFORD SOLAR PHASE II, LLC
FORM OF LETTER OF CREDIT
DATE:
IRREVOCABLE STANDBY L
ETTER OF CREDIT NO.
_____________
BENEFICIARY:
Southern California Public Power Authority
1160 Nicole Court
Glendora, California 91740
Telephone: (626) 793-9364
Facsimile: (626) 793-9461
APPLICANT:
ADVISING BANK: AMOUNT: USD (FIGURES)
(AMOUNT IN WORDS)
DATE OF EXPIRY:
AT COUNT
ER OF ISSUING BANK
ATTACHMENT 2
A2-225
DB2/ 48370525.19
M-2
Ladies and Gentlemen:
We hereby issue our Irrevocable Unc onditional, Standby Le tter of Credit (“Letter of Credit”) in
favor of the beneficiary by order and for the account of the applic ant, and on behalf of Milford Solar Phase II, LLC, which is available at sight for USD $[XX,XXX,XXX] by sight payment:
(a) upon presentation to us at our office at [insert address], of: (i) your written demand for payment containing the text of E xhibit I and (ii) yo ur signed statement containing the text of Exhibit II (collectively, the “Documents”); or (b) Upon both beneficiary’s telephone or fax ad vice of demand to the attention of transaction services at telephone [_ ______] and/or fax number [_______] and presentation to us by fa x to address [_______] of: (i) your written demand for payment containing the text of Exhibit I and (ii) your statement containing the text of Exhibit II.
If you present a fax drawing under this Letter of Credit you do not need to present the original of any drawing documents, and if we receive any such original drawing documents, they will not be examined by us. In the event of a full or final drawing the original Letter of Credit must be returned to us by overnight courier.
Funds may be drawn under this lett er of credit, from time to time, in one or more drawings, in amounts not exceeding in the aggregate the amount specified above.
Upon presentation to us of your Documents in conformity with the foregoing, on the second Business Day after such presentation (unless such presentation occurs af ter [1:00 p.m. Eastern Standard Time] on the day of such presentation, in which event payment will be made on the third Business Day), but without any other delay what soever, irrevocably a nd without reserve or condition, we will make payment to your order in the account at the bank designated by you in the demand in immediately available funds. Funds may be drawn under this Letter of Credit, from time to time, in one or more drawings, in amounts not exceed ing in the aggregate the Amount specified above.
“Business Day” means a day other than a Satu rday, Sunday or any other day on which banking institutions in the State of New York are authorized or required by law to close.
Provided that the presentation of th is Letter of Credit is made on or prior to the Expiration Date and the applicable Documents as set forth above conform to the requirements of this Letter of Credit, payment hereunder shall be made regardless of: (a) any writt en or oral direction, request, notice or other communication now or hereafter received by us from the Applicant or any other person except you, including any co mmunication regarding fraud, forgery, lack of authority or other defect not apparent on the face of the Do cuments presented by you, but excluding solely a valid written order issued by a court of competent jurisdiction that is legally binding upon us and specifically orders us not to make such payment; (b) the solvency, existence or condition, financial or other, of the Applicant or any other person or property from whom or which we may be entitled to reimbursement for such payment; and (c) without limiting clause (b) above, whether we are in receipt of or expect to receive funds or other pr operty as reimbursement in whole or in part for such payment.
ATTACHMENT 2
A2-226
DB2/ 48370525.19
M-3
We agree that the time set forth herein for payment of any demand(s) fo r payment is sufficient to
enable us to examine such demand(s) and the related Documents referred to above with care so as to ascertain that on their face they appear to comp ly with the terms of this Letter of Credit, and that if such demand(s) and Documents on their face appear to so comply, failure to make any such payment within such time shall constitute dishonor of such demand(s).
The stated amount of this Letter of Credit may be increased or decreased, and the expiration date of this Letter of Credit may be extended, by an amendment to this Letter of Credit and as otherwise provided in this Letter of Credit. Any amendment shall become effective only upon acceptance by your signature on a hard copy amendment. The expiration date shall also be amended as provided in the following paragraph.
This Letter of Credit shall expire on the earliest to occur of (1) the Ex piration Date or (2) our receipt of written confirmation from the Beneficiary authorizing us to cancel this Letter of Credit accompanied by the original of this Letter of Cr edit. This Letter of Cr edit shall automatically renew, without amendment, for a term of one year (and the Expiration Date shall automatically be extended for such period) upon the Expiration Date unless we provide th e Beneficiary with a written notice of non-renewal (each such notice a “Notice of Non-Renewal”) in a customary form on our letterhead, by overnight courier, at least sixty (60) days prior to the then existing Expiration Date. It is agreed that a Notice of Non-Renewal shall be deemed given without any further action by us with respect to any extension of the Expiration Date to any date occurring after [_______]1.
To the extent a Notice of Non-Renewal has been provided to the Benefi ciary in accordance herewith, the Beneficiary is aut horized to draw on us up to the stated amount of this Letter of Credit, by presentation to us, in the manner specified herein of (i) your written demand for payment containing the text of Exhibit I and (ii) your signed statement containing the text of Exhibit II.
You shall not be bound by any written or oral agreement of any type between us and the Applicant or any other person relating to this credit, whether now or hereafter existing.
In the event of an Act of God, riot, civil commotion, insurrection, war or any other cause beyond our control that interrupts our business and causes the place for presentation of this Letter of Credit to be closed for business on the la st day for presentation, the expiry date of th is Letter of Credit will be automatically extended with out amendment to a date twenty (20) calendar days after the place for presentation reopens for business.
We hereby engage with you that your demand(s) for payment in conformity with the terms of this Letter of Credit will be duly honored as set forth above. All fees a nd other costs associated with the issuance of and any drawing( s) against this Letter of Credit shall be for the account of the Applicant. All of the rights of the Beneficiary set forth above sh all inure to the benefit of your successors by operation of law. In this connection, in the event of a drawing made by a party other than you, such drawing must be accompanied by the following signed certification:
1 NTD: To be finalized at time of issuance.
ATTACHMENT 2
A2-227
DB2/ 48370525.19
M-4
“The undersigned does hereby certify that _[drawer]_ is the successor by operation of law to Southern California Public Power Authority, the Beneficiary named in [name of banks] Letter of Credit No. ________________ .”
THIS LETTER OF CREDIT IS TRANSFERABLE IN FULL, BUT NOT IN PART BY BENEFICIARY, AND MAY BE TRANSF ERRED SUCCESSIVELY. WE SHALL NOT
RECOGNIZE ANY TRANSFER OF THIS CREDIT UNTIL A TRANSFER APPLICATION IN
THE FORM OF EXHIBIT III ATTACHED HE RETO IS FILED WITH US, AND OUR TRANSFER CHARGES HAVE BEEN PAID BY THE APPLICANT. OUR TRANSFER FEE IS [____]. THE ORIGINAL LETTER OF CR EDIT AND ANY ORIGINAL AMENDMENTS MUST ACCOMPANY THE TRANSFER APPL ICATION. THE SIGNATURE AND THE
TITLE OF THE PERSON SIGNING THE TRANSFE R APPLICATION MUST BE VERIFIED BY YOUR BANK OR NOTARIZED BY A NOTARY PUBLIC.
Except so far as otherwise expressly stated herein, this Letter of Credit is governed by International Standby Practices 98 (“ISP98”). As to matters no t governed by the ISP98, this Letter of Credit shall be governed by and construed in accordance with the laws of the State of New York. Any litigation arising out of, or relating to this Letter of Credit, shall be brought in a State or Federal court in the Borough of Manhattan in the State of New York. The Parties irrevocably agree to submit to the exclusive jurisdiction of such courts in the State of New York.
Please send all claims and drawings as per the terms and conditions herein at the following address:
[________]
.
For queries if any contact our client services team at: [________] or [____________] _____________________________ _________________________ [___________] [___________]
AUTHORIZED SIGNATURE AUTHORIZED SIGNATURE
ATTACHMENT 2
A2-228
DB2/ 48370525.19
M-5
Exhibit I
Demand for Payment
TO: [________]
[________]
Re: Irrevocable and Unconditional, Standby Letter of Credit No. ________________ Dated __________, 20__
To Whom It May Concern:
Demand is hereby made upon you for payment to us of $___________ by deposit to our account no. at [insert name of bank]. This demand is made under, and is subject to and governed by, your Irrevocable and Unconditional, Standby Letter of Credit No. ___ dated ________, 20__ in the amount of $___________ established by you in our favor for the account of _________________ as the Applicant.
DATED: _____________ , 20 __
SOUTHERN CALIFORNIA PUBLIC
POWER AUTHORITY
By: __________________________
Name:
Title:
Date:
Attest: ________________________
Name:
Title:
ATTACHMENT 2
A2-229
DB2/ 48370525.19
M-6
Exhibit II
Statement
TO: [________]
[________]
Re: Irrevocable and Unconditional, Standby Letter of Credit No. ________________ Dated __________, 20__
To Whom It May Concern:
Reference is hereby made to your Irrevocable and Unconditional, Standby Letter of Credit No. [______] dated [________] in the amount of $ [_________] established by you in our favor for the account of _______________., on behalf of Milford Solar Phase II, LLC.
We hereby certify to you that $ ________________ is payable to us [as provided in our agreement with Milford Solar Phase II, LLC and that we are entitled to draw on this Irrevocable and Unconditional, Standby Letter of Credit No. [______] pursuant to the terms of such agreement.] [because you have provided us a Notice of Non-Renewal.] DATED: _____________ , 20 __
SOUTHERN CALIFORNIA PUBLIC
POWER AUTHORITY
By: __________________________
Name:
Title:
Date:
Attest: ________________________
Name:
Title:
ATTACHMENT 2
A2-230
DB2/ 48370525.19
M-7
Exhibit III
Application
APPLICATION TO TRANSFER A STANDBY CREDIT
DATE: _____________________
TO
[________]
[________]
STANDBY LETTER OF CREDIT REFERENCE NO. ____________________
LADIES AND GENTLEMEN,
FOR VALUE RECEIVED, THE UNDERSIGNED BENEFICIARY HEREBY IRREVOCABLY TRANSFERS TO:
____________________________________
(NAME OF TRANSFEREE)
__________________________________________
(ADDRESS)
REASON FOR TRANSFER OF ST ANDBY LETTER OF CREDIT:
___________________________________________
ALL RIGHTS OF THE UNDERSIGNED BENE FICIARY TO DRAW UNDER THE ABOVE STANDBY LETTER OF CREDIT IN ITS ENTIRETY.
BY THIS TRANSFER, ALL RIGHTS OF TH E UNDERSIGNED BENE FICIARY IN SUCH
STANDBY LETTER OF CREDIT ARE TRANSFE RRED TO THE TRANSFEREE AND THE
TRANSFEREE SHALL HAVE THE SOLE RIGHTS AS BENEFICIARY THEREOF,
INCLUDING SOLE RIGHTS RELATING TO ANY AMENDMENTS, WHETHER
INCREASES OR EXTENSIONS, OR OTHER AMENDMENTS AND WHETHER NOW EXISTING OR HEREAFTER MADE.
ATTACHMENT 2
A2-231
DB2/ 48370525.19
M-8
ALL AMENDMENTS ARE TO BE ADVI SED D
IRECTLY TO THE TRANSFEREE
WITHOUT NECESSITY OF CONSENT OR NOTICE TO THE UNDERSIGNED BENEFICIARY.
THE ORIGINAL OF SUCH STANDBY LETTER OF CREDIT IS RETURNED HEREWITH
AND WE ASK YOU TO ENDORSE THE TRAN SFER ON THE REVERSE THEREOF, AND
FORWARD IT DIRECTLY TO THE TRANSFEREE WITH YOUR CUSTOMARY NOTICE OF TRANSFER.
AUTHORIZED SIGNATORIES
NAME OF BENEFICIARY:
B Y :
P R I N
T N A M E :
TITLE:
TELEPHONE NUMBER: E-MAIL ADDRESS:
THE ABOVE SIGNATURE, WITH TITLE AS STATED, CONFORMS TO THAT ON FILE
WITH US, AND IS AUTHORIZED FOR T
HE EXECUTION OF THIS DOCUMENT.
NAME OF BANK/ NOTARY: _
BANK / NOTARY ADDRESS:
_
________________________________________________
B Y :
AUTHORIZED SIGNATURE
N A M E :
TITLE:
TELEPHONE NUMBER: E-MAIL ADDRESS:
_____________________
ATTACHMENT 2
A2-232
DB2/ 48370525.19
N-1
APPE
NDIX N
TO THE
POWER PURCHASE AGREEMENT
BETWEEN
SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY
AND
MILFORD SOLAR PHASE II, LLC
CERTIFICATE FOR COMMERCIAL OPERATION
In accordance with the terms of that certain Power Purchase Agreement dated as of [___], 2024 (“Agreement”) by and between Southern California Public Power Authority (“Buyer”) and Milford Solar Phase II, LLC (“ Seller”), in order to determine achievement of Commercial Operation of the Facility, Seller shall demonstrate to Buyer that the Facility is operating and able to produce and deliver Facility Energy to Buyer in accordance with the terms of the Agreement by delivery of a Certificate of Commercial Operation (the “ Certificate”), signed by an authorized representative of Seller as to all of the items below, and which shall include a certificate in the form attached hereto of an Independent Engine er, licensed in the State of Utah, regarding the Facility’s ability to deliver Facility Energy and confirming the items set forth therein. Any term used but not defined in the Cert ificate shall have the meaning se t forth in the Agreement. The Certificate shall be submitted by Seller, along with reasonable documentation as may be requested by Buyer, and certify as to the following:
1. Solar panels and all other equipmen t comprising the Facility have been installed in accordance with the manufacturer’s specifications.
2. The electrical collection system related to the solar panels referenced in (1) above is complete, functional, and energized for the Facility.
3. Seller’s collector substation is complete and capable of delivering an as-available product.
4. The Facility is operatio nal and interconnected with the Point of Delivery and capable of delivering the Facility Energy.
5. Copies of any documentation provide d by the manufacturer of the solar panels referenced in paragraph (1) with re spect to the warranties provided in connection therewith have been provided to Buyer.
6. Construction of the Facility has been completed in accordance with the terms and conditions of this Agreement, and the Facility possesses all of the characteristics required by, and satisfies all of, the Requirements.
7. The Facility has successfully comple ted all testing required by Prudent Utility Practices or any Requirement of Law to be completed prior to full commercial operation. Testing shall include but not be limited to operating the Facility for a period of ATTACHMENT 2
A2-233
DB2/ 48370525.19
N-2
not less than seven (7) consecu tive days and delivering Delivered Energy in an amount equal to at least ninety-f
ive percent (95%) of the Contract Capacity during such period in accordance with the Requirements. The Facility shall dem onstrate it has delivered the Facility Energy to the Point of Delivery at a rate, volume, and time of day in a manner equivalent to a facility with similar speci fications and under similar solar profiles during such period.
8. Seller has obtained all of the Per mits required for the development, construction, operation and maintenance of the Facility (other than ministerial Permits that can reasonably be expected to be obtained in the ordinary course of business), including those identified in Appendix K of the PPA, and all such Permits are final and effective.
9. Seller has obtained the Operating Insurance.
10. Seller shall have entered into, and delivered to Buyer, an agreement providing for the operation and maintenance of the Facility with a Qualified Operator (which may be redacted for confidential or proprietary information), in form and substance reasonably satisfactory to Buyer, unless Seller provides the operation and maintenance of the Facility.
11. Seller provided the Performance Security in accordance with Section 5.6 of the Agreement.
12. Seller has fully performed and discha rged any liabilities, indebtedness, guarantees or other obligations in complian ce with the definition of “Special Purpose Entity.”
13. Buyer has received a bring-down of the Non-Consolidation Opinion.
14. Buyer has received a true and co mplete copy of each Interconnection Agreements.
15. Buyer has accepted (which acceptance shall not be unreasonably withheld, conditioned or delayed) Seller’s proof of re gistration with NERC for all applicable Function Types in the NERC Compliance Regi stry in accordance with the currently effective NERC Rules of Procedure, including Seller’s registrati on as both Generator Owner and Generator Operator.
16. Buyer has accepted Seller’s mapping of NERC registered Function Types in accordance with the currently-effective WECC Entity Function Mapping procedures.
17. Buyer has received and found reasonabl y acceptable the applicable Q/A Program documentation in accordance with Appendix J.
Upon reasonable notice and during regular business hours, Buyer’s representative(s) may inspect the Facility and observe the testing associated with achievement of Commercial Operation, ATTACHMENT 2
A2-234
DB2/ 48370525.19
N-3
provided that such representative(s) of Buyer sh all at all times comply with Seller’s written
instructions regarding safety and security while on the Facility Site.
Signed,
___________________________
NAME:
TITLE:
DATE:
ATTACHMENT 2
A2-235
DB2/ 48370525.19
N-4
INDEPENDENT ENGINEER CERTIFICATE
In accordance with the terms of that certain Power Purchase Agreement dated as of [___], 2024 (“Agreement”) by and between Southern California Public Power Authority (“Buyer”) and Milford Solar Phase II, LLC (“Seller”), in order determine achievement of Commercial Operation of the Facility, I, ______________, an Independent Engineer, licensed in the State of Utah, certify the following regarding the Facility’s ability to deliver Delivered Energy:
1. Solar panels and all other equipmen t comprising the Facility have been installed in accordance with the manufacturer’s specifications.
2. The electrical collection system related to the solar panels referenced in (1) above is complete, functional, and energized for the Facility.
3. Seller’s collector substation is complete and capable of delivering an as-available product.
4. Copies of any documentation provide d by the manufacturer of the solar panels referenced in paragraph (1) with re spect to the warranties provided in connection therewith have been provided to Buyer.
5. The Facility is operatio nal and interconnected with the Point of Delivery and capable of delivering the Facility Energy.
6. Construction of the Facility has been completed in accordance with Prudent Utility Practices.
7. The Facility has successfully comple ted all testing required by Prudent Utility Practices or any Requirement of Law to be completed prior to full commercial operation. Testing shall include but not be limited to operating the Facility for a period of not less than seven (7) consecu tive days and delivering Delivered Energy in an amount equal to at least ninety-five percent (95%) of the Contract Capacity during such period in accordance with the Requirements. The Facility shall dem onstrate it has delivered the Facility Energy to the Point of Delivery at a rate, volume, and time of day in a manner equivalent to a facility with similar speci fications and under similar solar profiles during such period.
[Signature Page to Follow]
ATTACHMENT 2
A2-236
DB2/ 48370525.19
N-5
Signed,
___________________________
Name:
Title:
Date:
ATTACHMENT 2
A2-237
DB2/ 48370525.19
O-1
APPENDIX O
TO THE
POWER PURCHASE AGREEMENT
BETWEEN
SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY
AND
MILFORD SOLAR PHASE II, LLC
FORM OF CONSENT AND ESTOPPEL AGREEMENT2
CONSENT AND ESTOPPEL AGREEMENT
This CONSENT AND ESTOPP EL AGREEMENT (this “Consent”), dated as of ____________, 20__, by and among Southern California Public Power Authority (“Buyer”), [_____________] (in its capacity as collateral agent for the Facility Lenders under the Financing Agreement, as defined below, “Collateral Agent”) and Milford Solar Phase II, LLC, a Utah limited liability company (“Seller”). Each of Buyer, Seller and Collateral Agent is referred to under this Agreement as a “Party” and together they are referred to as the “Parties”; provided, that in no event shall the term “Buyer” refer to any of the memb ers of Buyer. Capitalized terms used but not defined herein shall have the meanings set forth in the PPA (as defined below).
RECITALS3
A. [_____________] (“Borrower”), an indirect owner of Seller, entered into a Financing Agreement with Collateral Agent, as administrative agent and collateral agent and certain other lenders party thereto, dated as of ____________, 20__ (the “Financing Agreement”), under which Seller will finance the construction of an up to [_____] MW solar-powered electric generating facility (the “Facility” as further described in th e PPA). Seller and Collateral Agent have also entered into a Guarantee and Security Agreement (the “Secu rity Agreement”) under which Seller collaterally assigned its interest under the PPA to Co llateral Agent as collateral for the credit facilities under the Financing Agreemen t and a deed of trust or mortgage under which Seller has granted to Collateral Agent a lien on the Facility to be recorded in [___________] (the “Financing Deed of Trust”). Additionally, [_____________] (“Pledgor”) has entered into a Guarantee, Pledge and Security Agreement pursua nt to which it has pledged to Collateral Agent all of the membership interests in Seller, to secure Borrower’s obligations under the Financing Agreement (the “Pledge Agreemen t” and, together with the Security Agreement and Financing Deed of Trust, the “Lender Collateral Documents”). [On the “Term Conversion Date” (which for 2 NTD: Subject to lender comments, this Consent and Estoppel Agreement to be in substantially similar form as Appendix O.
3 NTD: Conforming changes to be made throughout this Consen t (including the Recitals) to reflect the structure of the applicable financing arrangement and the final form of consent is subject to the actual financing structure.
ATTACHMENT 2
A2-238
DB2/ 48370525.19
O-2
purposes of this Consent shall mean the date upon which the construction period security is released, the construction loan is converted to a term loan, the Lender Collateral Documents are terminated, and the remaining collateral security in the Project is as described by Collateral Agent in Section 4.10 hereof), the only remaining collateral security of the Collateral Agent securing the obligations of the Borrower under the Financing Ag reement will be the membership interests in and any assets of the Pledgor and the Borrower, and there will be no remaining collateral security of the Collateral Agent in the Seller or its assets that secures the obligations of the Borrower under the Financing Agreement. A true and correct copy of each of the Lender Collateral Documents has been furnished to Buyer.]4
B. Buyer and Seller entered into that certai n Power Purchase Agreement, dated as of [___], 2024 (as may be amended, supplemented, or modi fied from time to time, the “PPA”), pursuant to which Seller will develop, finance, cons truct, own, and operate the Facility, and will, except as otherwise provided in the PPA, sell the Energy to Buyer.
C. Pursuant to Section 13.4 of the PPA, Se ller is assigning, pursuan t to the Security Agreement, to Collateral Agent Seller’s interest under the PPA. In addition, this Consent is entered into in compliance with Section 14.6(d) of the PPA.
AGREEMENT
1. Assignment and Agreement.
1.1 Consent to Assignment. Buyer hereby cons ents to the collateral assignment to Collateral Agent pursuant to the Security Agreement of Seller’s rights to and under the PPA, pursuant to the Financing Deed of Trust of Seller’s interests in th e Facility and pursuant to the Pledge Agreement of Pledgor’s membership interests in Seller (together, the “Assigned Interests”) as security for Borrower’s obligations under the Financing Agreemen t. Subject to the terms and conditions of this Consent, Buyer agrees that in exercising its remedi es, Collateral Agent may exercise Seller’s rights under the PPA.
1.2 Notices: Right to Cure by Collateral Agent. Upon the occurrence of a Default (as defined under the PPA) by Seller under the PPA, Buyer shall give concurrent notice of such Default to Seller and Collateral Agent. Buyer shall not terminate or suspend its performance under the PPA until Collateral Agent has b een given, (a) if such Default is a monetary Default, thirty (30) days after the later of (i) the expiration of all cure periods available to Seller under the PPA and (ii) receipt of such notice to cure a monetary Default or, (b) if such Default is a nonmonetary Default, sixty (60) days after th e later of (i) the expiration of all cure periods available to Seller under the PPA and (ii) receipt of such notice (o r up to sixty (60) additional days, so long as Collateral Agent reasonably demonstrates to Buyer that it is diligently pursuing appropriate action
4 NTD: It is anticipated that the Facility level liens would te rminate on the Term Conversion Date. However, it is possible that they will no t depending upon how the monetization of the anticipated tax credits from the Facility are structured. Conforming changes to be made to this Consent and Agreement to reflect the final financing structure.
ATTACHMENT 2
A2-239
DB2/ 48370525.19
O-3
to cure and is making sufficien t progress toward curing such Default); provided, that if the Collateral Agent is pr
ohibited from curing any such Default by any process, stay or injunction issued by any Governmental Authority or pursuant to any bankruptcy or insolvency proceeding or other similar proceeding i nvolving Seller, then the time peri ods specified herein for curing a Default shall be extended for the period of such prohibition, so long as the Collateral Agent has diligently pursued removal of such process, stay or injunction, but in no event more than one hundred twenty (120) days. Failure of Buyer to provide such notice to Collateral Agent shall not constitute a breach of the PPA or this Consent by Buyer and Collateral Agent agrees that Buyer shall have no liability to Collateral Agent for su ch failure whatsoever; pr ovided that no claim of Default or termination of the PPA by Buyer shall be binding without such notice and the lapsing of the applicable periods set fo rth above. If Collateral Agent fail s to cure a Default within the applicable period, Buyer shall have all its rights a nd remedies with respect to such Default as set forth in the PPA.
1.3 Subsequent Owner or Re placement Agreement.
(a) Subsequent Owner. Subject to the te rms and conditions of this Consent, the Parties agree that the Collatera l Agent shall, in accordance with Section 1.5, notify Buyer of the pendency of such foreclosure or transfer and, in addition, Collateral Ag ent shall subsequently notify Buyer following the occurrence of such foreclosure or transfer. If Collateral Agent notifies Buyer in writing that it has forecl osed on the Facility or the Assi gned Interests pursuant to the Lender Collateral Documents, or taken a “deed in lieu of foreclosure”, Collateral Agent or its permitted successor or assigns, or any other purchaser of the Assigned Interests shall be recognized as a party substituting for Seller under the PPA a nd the Option Agreement so long as Collateral Agent or its permitted successor or assigns, or any other purchaser of the Assigned Interests meets the qualifications for a Qualified Transferee and expressly assumes in writing Seller’s obligations under the PPA and the Option Agreement and agrees to comply with the terms of the PPA and the Option Agreement in connection with such forecl osure or the “deed in lieu of foreclosure” (provided, that if the Collateral Agent or an Affiliate of the Collateral Agent would be deemed as the Subsequent Owner, then it shall not be obligated to meet the requirement set forth in clause (a)(ii)(B) of the definition of Qualified Transferee so long as the Collateral Agent or its applicable Affiliate transfers the Facility or the Assigned Interests to a Qua lified Transferee within six (6) months following the foreclosure) (each such permitted and qualified successor or assign or other purchaser of the Assigned Intere sts, a “Subsequent Owner”) and the terms and conditions of the PPA and the Option Agreement as in effect on such date of a ssignment or foreclosure shall continue to apply to such Subsequent Owner. For purposes of the definition of Qualified Transferee contained in the PPA, any Person that m eets the definition of Qualified Operator or is identified on Exhibit E hereof or an Affiliate of such Person shall be a Qualified Operator, so long as such Person is not in active litigation adverse to Buyer or any Participating Member. (b) Replacement Agreement. If the PPA is terminated or rejected in connection with a bankruptcy, insolvency, winding up or simi lar occurrence with respect to Seller, then, Collateral Agent or a Subsequent Owner shall certify in writing to Buyer, not more than ninety (90) days after the date of such termination or rejection, as applicable, occurs , that it meets the requirements of a Subsequent Owner and will perform the obligations of Seller as and to the extent required under the PPA. Following receipt of such certification and at the request of Collateral ATTACHMENT 2
A2-240
DB2/ 48370525.19
O-4
Agent, Buyer will execute and deliver to Collateral Agent or Subsequent Owner a new agreement for the balance of the remaini ng term under the original PPA containing the same conditions, agreements, terms, provisions and limitations as the original PPA.
1.4 Buyer Cure Rights under the Financing Agreement. Under the Financing Agreement, the Collateral Agen t shall agree not to exercise remedies under the Financing Agreement or any related collateral documents that could preclude Buye r from exercising its purchase option pursuant to Section 1.5 below until Buyer has been given: (a) if such default thereunder is a monetary default, thirty (30) days after the expiration of a ll cure periods available to Seller under the Financing Agreement, or (b) if such default thereunder is a nonmonetary default, sixty (60) days after the expiration of all cure periods avai lable to Seller under the Financing Agreement, so long as, in the case of this clause (b), Buyer reasonably demonstrates that it is diligently pursuing appropriate action to cure and is making sufficient progress toward curing such default; and the effect of any such cu re by Buyer shall be as if Seller had cured the applicable default within the cure period afforded Seller under the Financing Agreement, including cessation of exercise of remedies by the Collateral Agent; provided, that Buyer shall not have any cure rights pursuant to this Section 1.4 to the extent that Seller’s default under the Financing Agreement is caused by Buyer’s payment default under the PPA. Upon any payment or cure by Buyer relating to such a defaul t by Seller, the amounts expended by Buyer to provide such cure, including any defaulted payment and interest thereon at the Interest Rate, and all other payments made and expenses incurred by Buyer in providing such cure shall be applied either (i) in reduction of the price for the Delivered Energy paya ble by Buyer as provided under Section 6.1 and Appendix A of the PPA, provided that the reducti on of the price for the Delivered Energy shall not result in an inability of Seller to pay required debt service in connection with the Facility Debt (as defined below), or (ii) in the event of the purchase of the Facility by Buyer under Section 1.5 hereof, the purchase price shall be reduced by such amounts expended to provide such cure, provided that the purchase price shall not be less than the Facility Debt (as defined below). For purposes of this Consent, “Facility Debt” shall have the meaning set forth in the PPA, except that (i) the reference to the obligations of “Seller” thereunder shall be deemed to refer to the obligations of “Borrower,” as the counterparty under the Financing Agreement and (ii) any debt of Borrower to the lenders under the Financing Agreement sha ll be deemed “Facility Debt”. Upon the request of the Buyer, the Collateral Agent can send a written notice of the amount of Facility Debt that is needed to be received by the Collateral Agent pursuant to the Financing Agreement.
1.5 Buyer’s Purchase in Lieu of Foreclosure. In the event of any default by Seller under the Financing Agreement that ha s not been cured as provided hereunder or thereunder, prior to taking any action, whether judicial or non-judicial, to foreclose upon and sell the Fa cility or the Assigned Interests (in either case, a “Foreclos ure Sale”) pursuant to the Lender Collateral Documents, or prior to taking a deed in lieu of foreclosure, Collateral Agent shall, concurrent with any statutory notice required to be delivered to Seller, give notice in writing to Buyer not less than ninety (90) days prior to the date of such Foreclosure Sale or taking of a deed in lieu of foreclosure in the form of Exhibit A hereto containing the information specified therein (the “Foreclosure Notice”).
(a) Upon receipt by Buyer of a Foreclosur e Notice, Buyer shall have the right, at its option, to purchase the Facility from Seller in lieu of foreclosure as set forth in this Section ATTACHMENT 2
A2-241
DB2/ 48370525.19
O-5
1.5. In the event that, within thirty (30) days following Buyer’s receipt of such Foreclosure Notice, Buyer furnishes written notice to Collateral Agent th at it will (concurrent with and subject to the closing of a bond financing by Buyer) exercise it s option to purchase the Facility, which notice shall be in the form of, and containing the information specified in, Exhibit B hereto (the “Purchase Notice”), including setting forth the date of such purchase (which shall be within ninety (90) days following the date of Buyer’s notice to Collateral Agent in the form of Exhibit B, which date may be reasonably extended by Buyer for up to an additional fifteen (15) days in order to close the bond financing), Buyer shall purchase the Facility from Seller as here inafter provided. The purchase price of the Facility shall be paid by the Buyer to the account designated by Collateral Agent and shall be equal to the amount, measured as of the da te of such payment, of the Facility Debt. In consideration of such payment, Collateral Agent shall, upon the closing therefor, release of record all of the liens and security interests under the Lender Collateral Documents. (b) If Buyer believes that the purchase of the Facility will not take place within such ninety (90) day period, and, prior to the end of such ninety (90) day period provides notice to Collateral Agent in the form of Exhibit C, then the Foreclosure Sale (or, as applicable, the taking of a deed in lieu of foreclosure) shall not be held and Buyer shall, within ten (10) days after the end of such ninety (90) day period, purchase from the Collateral Agent all of their right, title and interest in, to and under the Financing Agreement and the Lender Collateral Documents, free and clear of all Collateral Agent liens, claims and encumbrances. Upon such a purchase by Buyer, Collateral Agent agrees to cause the transfer, sale and assignment of all of the right, title and interest of the Collateral Agent in, to and unde r the Financing Agreemen t, related promissory notes, and the Lender Collateral Documents to be made to Buyer (or, if and to the extent designated by Buyer, to a member of Buyer that is a purchaser from Buyer of Energy produced by the Facility (a “Member”)) upon the payment by Buyer or such Member to Collateral Agent of the amount of the Facility Debt measured as of the date of such purchase. (c) If Buyer has not provided Colla teral Agent a notice in the form of Exhibit C prior to the end of such ninety (90) day period after the Foreclosure Notice, then the Collateral Agent may effect the Foreclosure Sale or take a deed in lieu of foreclosure at any time after the end of such ninety (90) day period.].
1.6 Foreclosure Sale. In the event a Foreclosure Sale under the Lender Collateral Documents shall take place, Collateral Agent ma y sell the Assigned Interests pursuant to such Foreclosure Sale to any Person, free of any rights of Buyer under this Section 1.6, and Seller waives, to the extent permitted by law, all ri ghts of redemption, stay or appraisal; provided, however, Buyer or any Member shall have the right to bid at such Foreclosure Sale.
1.7 Third Party Beneficiary. No action of Buyer taken pursu ant to the exercise of its rights as provided in this Consent shall be deemed to be a waiver of an y right accruing to Buyer on account of the occurrence of any matter which constitutes a default or a breach of Seller’s obligations under the Financing Agreement.
1.8 No Assignment. Buyer agrees that it shall not, without th e prior written joint consent of Seller and Collateral Agent (such consent to not be unreasonably withheld, conditioned or delayed) sell, assign or transfer any of its rights under the PPA other than in accordance with ATTACHMENT 2
A2-242
DB2/ 48370525.19
O-6
Section 14.6 of the PPA. Collateral Agent shall be deemed to have consented to such sale, assignment or transfer should it fail to respond within (90) days after the date of the notice from Buyer.
1.9 Limitation of Liability.
(a) Seller agrees that it shall indemnify and hold Buyer harmless from any third-party claims, losses, liabilities, damages, costs or expenses (inc luding, without limitation, any third-party direct, i ndirect or consequential claims, losses, liabilitie s, damages, costs or expenses, including legal fees) in connection with or arising out of any of the transactions related to the Financing Agreement or any of the Lender Collateral Documents, or this Consent. (b) Collateral Agent or any Subsequent Owner shall expressly assume in writing Seller’s obligations under the PPA and the Option Agreement and agree to comply with the terms of the PPA and the Option Agreement if Collateral Agent forecloses on the Facility or the Assigned Interests or takes a “deed in lieu of foreclosure”, and shall not have any liability under the PPA unless and until such assumption. Collate ral Agent agrees that, except to the extent expressly provided hereunder, in no event shall Buyer be liable to Co llateral Agent or any Subsequent Owner for any claims , losses, expenses or damages whatsoever under the PPA other than liability Buyer may have to Seller under the PPA. In the event a Subsequent Owner elects to perform Seller’s obligations under the PPA, Bu yer’s rights under the Option Agreement shall survive any Foreclosure Sale. A Subsequent Owner shall assume both the PPA and the Option Agreement, or neither, and may not assume only the PPA without assuming the Option Agreement.
1.10. Assignment of PPA by Collateral Agent. In connection with an exercise of remedies under the Financing Agreement or any related security documents, the Collateral Agent shall not assign the PPA without also assigning the Option Agreement therewith.
2. Payments under the PPA. Without limiting the righ ts of Buyer under the PPA, Buyer shall pay any amounts owed in the manner and when required under the PPA directly to the accounts specified below or otherwise designated by Collateral Agen t to Buyer in writing. From and after such time as an entity qualifies as a Subsequent Owner, Buyer shall pay all such amounts owed directly to or at the written direction of such Subsequent Owner. Seller hereby directs Buyer, and Buyer agrees, to make all payments and amounts Buyer is obligated to pay to Seller under the PPA, which payments shall satisfy any such paym ent obligations of Buyer to Seller in full and complete satisfaction of Buyer’s obligations to Seller under the PPA, to the following account:
Bank Name: ___________
Account Number: ___________
ABA Number: ___________
Account Name: [_____________]
Collateral Agent and Seller agree that any change in payment notification shall become effective within thirty (30) days after receipt by Buyer of written notice thereof in accordance with this Consent. Buyer shall have no liability to Se ller or Collateral Agent (or their successors and ATTACHMENT 2
A2-243
DB2/ 48370525.19
O-7
assigns) for making payments due or to become due under the PPA to Lender or for failure to direct such payments to Collateral Agent rather than Seller.
3. Acknowledgements; Represen tations and Warranties.
(a) Seller and Collateral Agent ackno wledge that Buyer has not made and hereby makes no representation or warranty, expressed or implied, th at Seller has any right, title or interest in the collateral secured by the Lend er Collateral Documents (the “Collateral”) and Collateral Agent acknowledges that it has not reli ed upon any such representations of Buyer.
Collateral Agent acknowledges that it is responsibl e for satisfying itself as to the existence and extent of Seller’s right, title, and interest in the Collateral. (b) Except as otherwise expre ssly provided herein, Collateral Agent acknowledges that Buyer shall no t have any contractual obligati ons to Collateral Agent, and Collateral Agent acknowledges that it has not relied upon any representations of Buyer in connection with its lending arrangements with Selle r, other than the representations of Buyer set forth in this Consent and the representations of Buyer set forth in the estoppel certificate that Buyer will deliver pursuant to this Consent.
(c) Except in the event of Buyer’s breach of this Consent, Seller and Collateral Agent acknowledge that Buyer shall have no liability to Seller or Collateral Agent resulting from or related to this Consent, or for consenting to any future assignments of the Collateral or any interest of Seller or Collateral Agent therein.
(d) Seller and Collateral Agent each agr ee that Buyer shall at all times have (and Buyer hereby expressly reserves) the right to set off or deduct from payments due to Seller under the PPA amounts owing to Buyer by Seller under the PPA in accordance with Section 11.4 of the PPA.
(e) Each of Buyer, Seller and Collateral Agent represents and warrants that it is duly authorized to enter into and perform its obligations under this Consent. (f) Seller represents and warrants to Buyer that the rights of Buyer to exercise its cure rights and other rights and remedies hereunder, including to purchase the Facility in accordance with the provisions of Section 1.5 of this Consent, do not and will not conflict with the Financing Agreement, and are permitted by the Financing Agr eement, the Lender Collateral Documents, and any related agreements and doc uments securing Seller’s performance under the Financing Agreement.
(g) Buyer agrees that any foreclosure by Collateral Agent on the membership interests in Borrower or Pledgor upon the occurrence of a default by Borrower under the Financing Agreement shall not constitute a breach under the PPA if the Facility is operated and maintained by a Qualified Operator (as defined in the PPA) following any such foreclosure. Collateral Agent shall obtain Buyer’s consent (such consent not to be unreasonably withheld) prior to any transfer by Collateral Agent of the membership interests in Borrower or Pledgor upon the occurrence of a default by Borrower under the Financing Agreement to an entity other than a Qualified Transferee ATTACHMENT 2
A2-244
DB2/ 48370525.19
O-8
(provided, that if the Collateral Agent or an Affi liate of the Collateral Agent is the Subsequent Owner, then it shall not be obligated to meet the requirement set forth in clause (a)(ii)(B) of the definition of Qualified Transfer ee so long as the Collateral Agen t or its applic able Affiliate transfers the Facility or the Assigned Interests to a Qualified Transferee within six (6) months following any foreclosure).
4. Miscellaneous.
4.1 Governing Law; Submi ssion to Jurisdiction.
(a) This Consent shall be governed by, interpreted and enforced in accordance with the laws of the State of California, without regard to conflict of law principles. (b) All litigation arising out of, or relating to this Consent, shall be brought in a State or Federal court in the County of Los A ngeles in the State of California. The Parties irrevocably agree to submit to the exclusive jurisd iction of such courts in the State of California and waive any defense of forum non conveniens.
4.2 No Amendment of PPA. This Consent (in the form as attached to the PPA as of the Effective Date) shall not be deemed to be an amendment to the PPA.
4.3 Counterparts. This Consent may be ex ecuted in any number of counterparts and by the different Parties on separate counterparts, each of which, when so executed and delivered, shall be an original, but all of which shall together constitute one and the same instrument.
4.4 Amendment, Waiver. Neither this Cons ent nor any of the terms hereof may be terminated, amended, supplemented, waived or modified except by an instrument in writing signed by Buyer and Collateral Agent and after the initial funding by any Tax Equity Investor, such Tax Equity Investor.
4.5 Successors and Assigns. This Consent shall bind and benefit Buyer, Seller and Collateral Agent, and their respective successors and permitted assigns.
4.6 Attorney’s Fees. Seller shall reimburse Buyer for all actual and documented reasonable costs and expenses incurred by Buyer in connection with the facilitation of Seller’s collateral assignment or pledge of the PPA, or any other action taken in connection with the transactions contemplated in this Consent, or otherwise pursuant to any request made by Seller or any Collateral Agent.
4.7 Representation by Counsel. Each of the Parties was represented by its respective legal counsel during the negotiation and execution of this Consent.
4.8 Estoppel Certificate. Buyer agrees to de liver to the Tax Equity Investors and the Collateral Agent a customary estoppel certificate substantially in the form of Exhibit D from time to time, including on the date of delivery of this Consent, in connection with the fundings by the Tax Equity Investors and in connection with th e achievement of Commer cial Operation of the Facility following receipt of a written request therefor from Seller.
ATTACHMENT 2
A2-245
DB2/ 48370525.19
O-9
4.9 Notices. Any communications between the Pa rties or notices provided herein to be given shall be given to the following addresses:
If to Seller:
Milford Solar Phase II, LLC
c/o [_____________]
If to Buyer:
Southern California. Public Power Authority
1160 Nicole Court
Glendora, CA 91740
Facsimile: (626) 793-9461
Telephone: (626) 793-9364
Attention: Executive Directo
r
If to Collateral Agent:
[_____________]
All notices or other communications required or permitted to be given hereunder shall be in writing and shall be considered as properly given (a) if deli vered in person, (b) if sent by overnight delivery service, (c) if mailed by fi rst class United States Mail, postage prepaid, registered or certified w ith return receipt requested, or (d) if sent by prepaid telegram or by facsimile. Any Party may change its address for notice hereunder by giving written notice of such change to the other Parties.
4.10 [Termination of Collateral Documents a nd Consent. Seller and Collateral Agent agree that upon the termination of the Lender Collateral Documents on the Term Conversion Date (as defined in the Recitals), the only remaining collateral security of the Collateral Agent securing the obligations of the Borrower under the Financi ng Agreement will be the membership interests in and any assets of the Pledgor and the Borrower, and there will be no remaining collateral security of the Collateral Agent in the Seller or its assets that secures the obligations of the Borrower under the Financing Agreement. Seller agrees to deliver notice of the occurrence of the Term Conversion Date to Buyer (with a copy to Collateral Agent) promptly but in no event more than 10 days after such Term Conversion Date. The Parties agree that, as of such date, any rights, duties or obligations arising hereunder shall terminate and no longer be applicable; provided, that Sections
1.9(a), 3, 4.1, 4.2, 4.3, 4.4, 4.5, 4.6, 4.8, 4.9, and 4.10 and th e definition of “Facility Debt” in Section 1.4 shall survive the termination of this Consent.]5
4.11 [Tax Equity Investor Accession. Each of Buyer, Collateral Agent, Seller and the Tax Equity Investors hereby agree as follows:
(a) Effective as of (i) the date of th e initial funding by any Tax Equity Investor, (ii) the execution by the Tax Equity Investor of an accession agreement to this Consent reasonably
5 NTD: These provisions to be included if applicable.
ATTACHMENT 2
A2-246
DB2/ 48370525.19
O-10
acceptable to the other Parties hereto and (iii) the earlier to occur of (1) the date that the obligations under the Financing Agreement are repaid in full; and (2) the Term Conversion Date:
I. The rights of the Collateral Ag ent under Section 1 hereof and the payment direction in Section 2 hereof will terminate.
II. Buyer will not terminate the PPA or suspend performance of its services under the PPA on account of any Default (as defined under the PPA) of Seller thereunder, without written notice to the Tax Equity Investors and first providing to the Tax Equity Investors (i) thirty (30) days from the date notice of Default is delivered to the Tax Equity Investors to cure such Default if such Default is the failure to pay amounts to Buyer which are due and payable by Seller under the PPA , or (ii) one forty-fi ve (45) days from receipt of such notice, to cure such Default if the Default cannot be cured by the payment of money to Buyer.
(b) The address of the Tax Equity Investors for purposes of all notices and other communications shall be as set forth in the applicable accession agreement.] [Signature page follows]
ATTACHMENT 2
A2-247
[Signature Page to PPA Consent]
O-11
DB2/ 48370525.19
IN WITNESS WHEREOF, the Parties have caused this Consent and Estoppel Agreement to be duly executed and delivered as of the date first above written.
SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY
B y :
[__________]
President
Date:
Attest:
[__________]
Assistant Secretary
Milford Solar Phase II, LLC, a Utah limited liability company B y :
Name: [_____________]
Title: [_____________]
[Collatera
l Agent]
B y :
Name: [_____________]
Title: [_____________]
ATTACHMENT 2
A2-248
O-12
DB2/ 48370525.19
EXHIBIT A
to Consent and Estoppel Agreement
FORM OF FORECLOSURE NOTICE
[Letterhead of Collateral Agent]
[Insert date]
Via Certified Mail, Return Receipt Requested
Southern California Public Power Authority
1160 Nicole Court
Glendora, CA 91740
Attn: Executive Director
Re: []
Ladies and Gentlemen:
This notice is provided to you pursuant to th e Consent and Agreement (“Consent”) dated as of ___________, 20__, among Southern Californi a Public Power Authority (“Buyer”), __________________, as collateral agent (“Collateral Ag ent”) and Milford Solar Phase II, LLC (“Seller”). This is a Foreclosure Notice, as defined in the Consent. Capitalized terms used herein and not defined herein have the respective meanings given in the Consent.
As of the date hereof, the following amounts are due and owing by Seller under the Financing Agreement:
Principal amount of loans:
Accrued Interest:
Reimbursable Amounts
Fees:
As of the date hereof, interest is accruing at the rate of % per annum [Insert if applicable: and fees are accruing at the rate of % pe r annum]. This interest rate will apply until [insert date which is end of current interest period] , from which time the interest rate may be higher or lower. A default rate of interest equal to [2] 6% above the otherwise applicable rate [does/does not] currently apply [If does not currently apply, add: but may be applied at any time]. [If applicable, state: The principal amount of loans shown a bove does not reflect the entire loan commitment under the Financing Agreement. Additional loans may be made, with or without the Seller’s consent, and such additional loans will accrue interest as provided in the Financing Agreement.]
6 NTD: Subject to applicable Financing Agreement.
ATTACHMENT 2
A2-249
DB2/ 48370525.19
O-13
An Event of Default, as defined in the Financing Agreement, has occurred and is continuing. The Collateral Agent anticipates that it may foreclose upon the Assigned Interests or take a deed in lieu of foreclosure on a date estimated to be [insert day no less than ninety (90) days from the date of notice]. Such date may be modi
fied as permitted by law, but will in no event be
prior to ninety (90) days after the date hereof.
Very truly yours,
[_______________________]
ATTACHMENT 2
A2-250
DB2/ 48370525.19
O-14
EXHIBIT B
to Consent and Estoppel Agreement
FORM OF PURCHASE NOTICE
[Letterhead of SCPPA]
[Insert date]
Via Certified Mail, Return Receipt Requested
[_______________________]
[Address]
[City, State ZIP]
Attn: [___________]
Re:
Ladies and Gentlemen:
This notice is provided to you pursuant to the C onsent and Agreement (“Consent”), dated as of __________, 20__, among Southern California Publ ic Power Authority (“Buyer”), ____________, as collateral agent (“Collateral Ag ent”) and Milford Solar Phase II, LLC (“Seller”). This is a Purchase Notice, as defined in the Consent. Capitalized terms used and not defined herein have the respective meanings given in the Consent.
We have received your foreclosure Notice, date d [insert date of Foreclosure Notice]. By this Purchase Notice, we hereby notify Collater al Agent that we will exercise our option and purchase the Facility pursuant to our rights under Section 1.5(a) of the Consent no later than ninety (90) days from the date of the Foreclosure Notice, and upon consummation of such purchase, pay to Collateral Agent, for the account of the Collateral Agent, the Facility D ebt.
Very truly yours,
SOUTHERN CALIFORNIA PUBLIC POWER
AUTHORITY
By:
[__________]
President
Date:
Attest:
[__________]
Assistant Secretary
ATTACHMENT 2
A2-251
DB2/ 48370525.19
O-15
EXHIBIT C
to Consent and Estoppel Agreement
FORM OF PURCHASE NOTICE
[Letterhead of SCPPA]
[Insert date]
Via Certified Mail, Return Receipt Requested
[__________________]
[Address]
[City, State ZIP]
Attn: [___________]
Re:
Ladies and Gentlemen:
This notice is provided to you pursuant to the C onsent and Agreement (“Consent”), dated as of _____________, 20__, among Southern California Public Power Authority (“Buyer”), ________, as collateral agent (“Collateral Agent”) and Milf ord Solar Phase II, LLC (“Seller”). Capitalized terms used herein and not defined herein have the respective meanings given in the Consent.
We have received your Foreclosure Notice, dated [insert date of Foreclosure Notice]. By this notice, we hereby notify Collateral Agent th at we believe that the purchase of the Facility pursuant to Section 1.5(b) of the Consent will not take place with in the ninety (90) day period following our receipt of such Foreclosure Notice. We will, within ten (10) days after the end of such ninety (90) day period, purchase from the Collateral Agent all of their right, title and interest in, to and under the Financing Agreement, rela ted promissory notes, and Lender Collateral Documents, for a price equal to the Facility Debt.
Very truly yours,
SOUTHERN CALIFORNIA PUBLIC POWER
AUTHORITY
By:
[__________]
President
Date:
Attest:
[__________]
Assistant Secretary
ATTACHMENT 2
A2-252
DB2/ 48370525.19
O-16
EXHIBIT D
to Consent and Estoppel Agreement
[FORM OF] PPA ESTOPPEL CERTIFICATE
[Date]7
Reference is made to that certain Power Purchase Agreement (the “Power Purchase Agreement”) dated as of [___], 2024 (the “PPA”), by and between the Southern California Public Power Authority, a public entity and joint powers agency formed and organized pursuant to the California Joint Exercise of Powers Act (California Government Code Section 6500, et seq. ) (“Buyer”; provided, that in no event shall the term “Buyer” refer to any of the members of Buyer, and the term “Buyer’s knowledge” as used herein shall refer only to the knowledge of persons at SCPPA, and not to the knowledge of anyone at a ny of the members of Buyer) and Milford Solar Phase II, LLC, a Utah limited liability company (“ Seller”). Terms used herein but not defined herein have the same meanings as in the PPA.
Buyer hereby confirms and agrees as of the date hereof as follows:
1. The copy of the PPA, as amended, attached as Exhibit A, constitutes a true and complete copy of the PPA.
2. The PPA is in full force and effect and has not been modified or amended in any way [since [_______ __, 202_]], and constitutes the only agreem ent between Buyer and Seller other than that certain Consent and Estoppel Agreement dated as of [___________, 20__] and that certain Option Agreement dated as of [___], 2024.
3. Buyer has not transferred or assi gned its interest in the PPA.
4. Buyer is not in default under the PPA nor has Buyer breached any of its representations, warranties, agreements or covenants under th e PPA and, to Buyer’s knowledge, no facts or circumstances exist which, with the pa ssage of time or the gi ving of notice nor both, would constitute a default or breach by Buyer under the PPA or that would give Seller the right to terminate the PPA. To Buyer’s knowledge, Seller is not in default under the PPA nor, to Buyer’s knowledge, has Seller breached any of its represen tations, warranties, agreements or covenants under the PPA and, to Buyer’s knowledge, no facts or circumstances exist which, with the passage of time or the giving of notice nor both, would constitute a default or breach by Seller under the PPA or that would allow Buyer to terminate the PPA.
5. All representations made by Buyer in th e PPA were true and correct as of the effective date of the PPA and continue to be true and correct.
7 To be delivered on the date of delivery of the Consent and, upon the initial funding and upon the final funding under the Tax Equity transaction commensurate with COD.
ATTACHMENT 2
A2-253
DB2/ 48370525.19
O-17
6. To Buyer’s knowledge, no event, act, circumstance or cond ition constituting an
event of Force Majeure under the PPA has occurred and is continuing.
7. Seller has not claimed a ny amounts under the indemnification obligation of Buyer set forth in the PPA.
8. To Buyer’s knowledge, Buyer has no exis ting counterclaims, offsets or defenses against Seller under the PPA. Buyer has no present knowledge of any facts entitling Buyer to any material claim, counterclaim or offset against Seller in respect of the PPA.
9. All payments due and owing[, except fo r those under dispute as described in Schedule I hereto]8, under the PPA by Buyer have been paid in full through the period ending on the date hereof.
10. [The Commercial Operation Date of the Facility occurred on [____], 202[__].
11. The Contract Capacity of the Project as of the Commercial Operation Date is [ ] MW.] 9
IN WITNESS WHEREOF, Buyer has caused this Certificate to be duly executed by its officer thereunto duly authorized as of the date first set forth above.
SOUTHERN CALIFORNIA PUBLIC POWER
AUTHORITY
B y :
Name:
Title:
8 To include if applicable.
9 Bracketed language in 10 and 11 to be included in the Estoppel Certificate delivered at the final funding under the Tax Equity Transaction commensurate with COD.
ATTACHMENT 2
A2-254
O-18
DB2/ 48370525.19
[Schedule I
SCHEDULE I TO [FORM OF] PPA ESTOPPEL CERTIFICATE]10
10 To include if applicable.
ATTACHMENT 2
A2-255
O-19
EXHIBIT E
to Consent and Estoppel Agreement
[Seller to provide]
Qualified Operators
[_____________]
provided, however, that no Person listed above shall be a Qualified Operator if at the relevant time such Person is in active litigation adverse to Buyer or any Participating Member.
Moreover, this list is not exclusive and, subject to the foregoing proviso, other entities that meet the definition of Qualified Operator in the PPA shall be deemed to be Qualified Operators hereunder.
ATTACHMENT 2
A2-256
P-1
APPENDIX P
TO THE
POWER PURCHASE AGREEMENT
BETWEEN
SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY
AND
MILFORD SOLAR PHASE II, LLC
BUYER’S SYSTEM PROTECTION DESIGN
The Facility shall be equipped with a distributed c ontrol system (“ DCS”) that will be able to throttle, ramp, turn-on, turn-off, and telemeter the total MW output. The DCS will use the DNP
3.0 and International Electrotechnical Commission (“ IEC”) 61850 communication protocols to interface with LADWP’s SCADA Remote Terminal Unit (“ RTU”). All control, metering, and relay systems shall be provided with DNP 3.0 and IEC 61850, as may be updated from time to time.
Seller shall provide weather stations including data storage with automatic archiving of data files necessary to validate irradiance calculations at the Facility Site . Data storage capacity shall be sufficient to store 360 days of weather data.
Inverter/DCS Performance Criteria
A. Distributed Control System – The Facility Site shall have one master DCS at the 34.5 kV level controlling the inverters. The master DCS shall provide the capability of controlling the entire Facility’s output, and shall provide to the operators the ability to control the active power output of the Facility through a single setpoint. The DCS shall allow LADWP’s ECC to issue commands (single setpoint) for the options listed below.
B. Normal Startup – The master DCS shall provide the capability of starting the entire Facility to partial or full output (“Normal Startup”), and shall provide to the operators the ability to control Normal Startup of the entire Facility through a single command.
C. Normal Shutdown – The master DCS shall provide the capability of stopping the entire Facility from partial or full output (“Normal Shutdown”), and shall provide to the operators the ability to control Normal Shutdown of the entire Facility through a single command.
D. Emergency Stop – The DCS shall be capable of operating in two stop modes (each, an “Emergency Stop”), as necessary (automatic Emergency Stop and directed Emergency Stop). In automatic Emergency Stop mode, the master DCS shall meet any shutdown requirements specified in applicable NERC Reliability Standards, including as of the Effective Date NERC Reliability Standard PRC-024, and shall be capable of sh utting down in full compliance with UL1741, and with applicable NERC Reliability Standards, in either mode as necessary for LADWP ATTACHMENT 2
A2-257
P-2
operations. In directed Emerge ncy Stop mode, the master DCS sh all provide the capability of stopping the entire Facility from partial or full output through a single command.
E. Black Start – The master DCS’ s capability of starting the entire Facility from a Black Start condition, even when sufficient solar irradiance is available to the solar collectors, is NOT required. However, the Facility shall maintain communication and control power and capability with LADWP’s ECC whether solar irradiance is available or not.
F. Solar Curtailment – The master DCS shall prov ide the capability to cu rtail solar photovoltaic power generation to a specified pe rcentage of the nominal power rating. Such curtailment of a Participating Member shall be effected by the cont rol of the solar photovolta ic inverters of such Participating Member.
G. Voltage Ride Through – All systems supplied shall meet the Low Voltage Fault Ride Through (“LVRT”) requirements and any over or under voltage capabilities specified in the applicable NERC Reliability Standards, including as of the Effective Date NERC Reliability Standard PRC- 024, and shall be capable of operating in full compliance with UL1741, and with applicable NERC Reliability Standards applicable to LVRT requirements, in either mode as necessary for LADWP operations.
H. Fault Ride Through - All systems supplied under this Agreement shall meet any fault ride through requirements specified in applicable NERC Reliability Standards, including as of the Effective Date NERC Reliability Standard PRC-024, and shall be capable of operating in full compliance with UL1741, and with applicable NERC Reliability Standards relating to fault ride through requirements, in either mode as necessary for LADWP operations.
I. Frequency Ride Through - All systems supp lied shall meet the ov er and under frequency capabilities specified in applicable NERC Reliability Standards, including as of the Effective Date NERC Reliability Standard PRC-024, and shall be capable of operating in full compliance with UL1741, and with applicable NERC Reliability Standards relating to over and under frequency capabilities, in either mode as necessary for LADWP operations.
J. Reactive Power - The inverters shall have the capability to supply and absorb reactive power over the complete real power rang e. The DCS shall be able to control inverter reactive power dispatch through a single setpoint in each of th e following three modes: Power Factor Control Mode, Voltage Control Mode, and Reactive Power Control Mode. In Power Factor Control Mode, the DCS shall provide the operators the ability to control the Facility’s reactive power dispatch within the power factor range of 0.95 lead/lag at the Point of Interconnection (as specified in the Generator Interconnection Agreement). In Reactive Power Control mode, the DCS shall provide the operators the ability to control the Facili ty’s reactive power dispatch at the Point of Interconnection independently of active power production. In Voltage Control Mode, the DCS shall provide the operators the ability to control the voltage at the Point of Interconnection within a specified range by automatically controlling reactive power dispatch dependent on active power production.
ATTACHMENT 2
A2-258
Q-1
APPENDIX Q
TO THE
POWER PURCHASE AGREEMENT
BETWEEN
SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY
AND
MILFORD SOLAR PHASE II, LLC
BUYER’S BUSINESS POLICIES AND CERTIFICATION FORMS
[See attached.]
ATTACHMENT 2
A2-259
M A T E R I A L
Responsibility Questionnaire (rev 04/22/15) 1 of 9
NOTICE: Responses to this Questionnaire will not be made available to the public for review.
This is not a public document. [ CPCC §20101(a) ]
CITY OF LOS ANGELES
RESPONSIBILITY QUESTIONNAIRE
RESPONSES TO THE QUESTIONS CONTAINED IN THIS QUESTIONNAIRE MUST BE SUBMITTED ON THIS FORM. In responding to the Questionnaire, neither the City form, nor any of the questions contained therein, may be retyped, recreated, modified, altered, or changed in any way, in whole or in part. Bidders or Proposers that submit responses on a form that has been retyped, recreated, modified, altered, or changed in any way shall be deemed non-responsive.
The signatory of this Questionnaire guarantees the truth and accuracy of all statements and answers to the questions herein. Failure to complete and return this questionnaire, any false statements, or failure to answer (a) question(s) when required, may render the bid/proposal non-responsive. All responses must be typewritten or printed in ink. Where an explanation is required or w here additional space is needed to explain an answer, use the Responsibility Questionnai re Attachments. Submit the completed form and all attachments to the awarding authority. Retain a copy of this completed form for future reference. Contractors must submit updated information to the awarding authority if changes have occurred that would render any of the responses inaccurate in any way.
Updates must be submitted to the awarding authority within 30 days of the change(s).
A. INFORMATION
____________________________________________________________________________________________ Bid Number and Project Title
BIDDER/CONTRACTOR INFORMATION
____________________
Bidder/Proposer Business Name Contractor’s License Number ____________________________________________________________________________________________ Street Address City State Zip
____________________________________________________________________________________________ Contact Person, Title Phone Fax
CERTIFICATION UNDER PENALTY OF PERJURY
I certify under penalty of perjury under the laws of t he State of California that I have read and understand the questions contained in this questionnaire and the responses contained here in and on all Attachments. I further certify that I have provided full and complete answers to each question, and that all information provided in response to this Questionnaire is true and accurate to the best of my knowledge and belief.
The Questionnaire being submitted is: (check one)
An initial submission of a completed Questionnaire.
An update of a prior Questionnaire dated ______/_ _____/______. A copy of the prior Questionnaire and newly updated information are attached.
No change. There has been no change to any of the responses since the last Respon sibility Questionnaire dated ____/______/____ was submitted. A copy of the last Responsibility Questionnaire is attached.
________________________________________________________________________________________ Print Name, Title Signature Date
TOTAL NUMBER OF PAGES SUBMITTED, INCLUDING ALL ATTACHMENTS: ___________ ATTACHMENT 2
A2-260
M A T E R I A L
Responsibility Questionnaire (rev 04/22/15) 2 of 9
B. BUSINESS ORGANIZATION/STRUCTURE
Indicate the organizational structure of your firm. “Firm” includes a sole proprietorship, corporation, joint venture, consortium, association, or any combination thereof. □ Corporation: Date incorporated: _____/_____/_____ State of incorporation: ____________ List the corporation’s current officers.
President:
Vice President:
Secretary:
Treasurer:
□ Check the box only if your firm is a publicly traded corporation. □ Limited Liability Company: Date of formation: _____/_____/_____ State of formation: ____________ □ Partnership: Date formed: _____/_____/_____ State of formation: ____________ List all partners in your firm. Use Attachment A if more space is needed. □ Sole Proprietorship: Date started: _____/_____/_____ List any firm(s) that you have been associated with as an owner, partner, or officer for the last five years.
Use Attachment A if more space is needed. Do not include ownership of stock in a publicly traded company in your response to this question.
□ Joint Venture: Date formed: _____/_____/_____
List: (1) each firm that is a member of the joint venture and (2) the percentage of ownership the firm will have in the joint venture. Use Attachment A if more space is needed. Each member of the Joint Venture must complete a separate Questionnaire for the Joint Venture’s submission to be considered as responsive to the invitation.
ATTACHMENT 2
A2-261
M A T E R I A L
Responsibility Questionnaire (rev 04/22/15) 3 of 9
C. OWNERSHIP AND NAME CHANGES
1. Has any of the firm’s owners, partners, or office rs operated a similar business in the past five years? □ Yes □ No
If Yes, list on Attachment A the names and addresses of all such businesses, and the person who operated the business. Include information about a similar business only if an owner, partner or officer of your firm holds a similar position in another firm.
2. Has the firm changed names in the past five years?
□ Yes □ No
If Yes, list on Attachment A all prior names, addresses, and the dates they were used. Explain the reason for each name change in the last five years.
Bidders/Contractors must continue on to Sect ion D and answer all remaining questions contained in this Questionnaire.
ATTACHMENT 2
A2-262
M A T E R I A L
Responsibility Questionnaire (rev 04/22/15) 4 of 9
D. FINANCIAL RESOURCES AND RESPONSIBILITY
3. Is your firm now, or has it ever been at any time in the last five years, the debtor in a bankruptcy case? □ Yes □ No
If Yes, explain on Attachment B the circumstances surrounding each instance.
4. Is your company in the process of, or in negotiations toward, being sold? □ Yes □ No
If Yes, explain the circumstances on Attachment B.
5. In the past five years, has any bonding company made any payments to satisfy any claims made against a bond issued on your firm’s behalf?
□ Yes □ No
If Yes, explain on Attachment B the circumstances surrounding each instance.
E. PERFORMANCE HISTORY
6. How many years has your firm been in business? _________ Years.
7. List on Attachment B all contracts your firm has had with any private or governmental entity (other than the City of Los Angeles) over the last five years that ar e similar to the work to be performed on the contract for which you are bidding or proposing. For each contract liste d in response to this question, include: (a) entity name; (b) purpose of contract; (c) total cost; (d) starting date; and (e) ending date. □ Check the box if you have not had any similar contracts in the last five years
8. In the past five years, has your firm ever had a contract, whether with a governmental entity or with a private individual or entity, terminated prior to completion of the contract? □ Yes □ No
If Yes, explain on Attachment B the circumstances surrounding each instance.
9. In the past five years, has your firm been deni ed an award of a contract based on a finding by a governmental entity that your company was not a responsible bidder or contractor? □ Yes □ No
If Yes, explain on Attachment B the circumstances surrounding each instance.
ATTACHMENT 2
A2-263
M A T E R I A L
Responsibility Questionnaire (rev 04/22/15) 5 of 9
F. DISPUTES
10. In the past five years, has your firm been a defendant in any employment-related litigation brought by an employee, which has been adjudicated in favor of the employee(s)? □ Yes □ No
If Yes, explain the circumstances surrounding each instance on Attachment B. You must include the following in your response: the name of the plaintiffs in each court case, the specific causes of action in each case; the date each case was filed; and the disposition/current status of each case.
11. In the past five years, has your firm been assessed liquidated damages on a contract? □ Yes □ No
If Yes, explain on Attachment B the circumstances surrounding each instance and identify all such projects, the amount assessed and paid, and the name and address of the project owner.
G. COMPLIANCE
12. In the past five years, has your firm or any of it s owners, or partners been cited, assessed any penalties, or been found to have violated any laws, rules, or regulations enforced or administered, by any of the governmental entities listed on Attachment C (Page 9) ? For this question, the term “owner” does not include owners of stock in your firm if your firm is a publicly traded corporation. □ Yes □ No
If Yes, explain on Attachment B the circumstances surrounding each instance, including the entity that was involved, the dates of such instances, and the outcome.
13. In the past five years, has your firm, any of its owners, partners, or officers, ever been penalized or given a letter of warning by the City of Los Angeles for failing to obtain authorization from the City for the substitution of a Minority-owned (MBE), Women-owned (WBE), or Other (OBE) business enterprise? □ Yes □ No
If Yes, explain on Attachment B the circumstances surrounding each instance in the last five years.
H. BUSINESS INTEGRITY
14. For questions (a), (b), and (c) below, check Yes if the situation applies to your firm. For these questions, the term “your firm” includes any owners, or partners in the firm. The term “owner” does not include owners of stock in your firm if the firm is a publicly traded corporation. If you check Yes to any of the three questions below, explain on Attachment B the circumstances surrounding each instance.
(a) Is a governmental entity or public utility currently investigating your firm for making (a) false claim(s) or material misrepresentation(s)?
□ Yes □ No
(b) In the past five years, has a governmental entity or public utility alleged or determined that your firm made (a) false claim(s) or material misrepresentation(s)? □ Yes □ No
(c) In the past five years, has your firm been convict ed or found liable in a civil suit for, making (a) false claim(s) or material misrepresentation(s) to any governmental entity or public utility? ATTACHMENT 2
A2-264
M A T E R I A L
Responsibility Questionnaire (rev 04/22/15) 6 of 9
□ Yes □ No
15. In the past five years, has your firm or any of its owners been convicted of a crime or been found liable in a civil suit involving the bidding of a government c ontract, the awarding of a government contract, the performance of a government contract, or the crime of theft, fraud, embezzlement, perjury or bribery? For this question, the term “owner” does not include those who own stock in a publicly traded corporation. □ Yes □ No
If Yes, explain on Attachment B the circumstances surrounding each instance.
ATTACHMENT 2
A2-265
M A T E R I A L
Responsibility Questionnaire (rev 04/22/15) 7 of 9
ATTACHMENT A FOR SECTIONS A THROUGH C
Where additional information or an explanation is required, use the space below to provide the information or explanation. Information submitted on this sheet must be typewritten or printed in ink. Indicate the question for which you are submitting additional information.
Page _____
ATTACHMENT 2
A2-266
M A T E R I A L
Responsibility Questionnaire (rev 04/22/15) 8 of 9
ATTACHMENT B FOR SECTIONS D THROUGH H
Where additional information or an explanation is required, use the space below to provide the information or explanation. Information submitted on this sheet must be typewritten or printed in ink. Indicate the question for which you are submitting additional information.
Page _____
ATTACHMENT 2
A2-267
M A T E R I A L
Responsibility Questionnaire (rev 04/22/15) 9 of 9
ATTACHMENT C: GOVERNMENTAL ENTITIES FOR SECTION
G, QUESTION NO. 12
Check Yes in response to Question No. 12 if your firm or any of its owners, partners or officers, have ever been cited, assesse d any penalties, or found t
o have violated any laws, rules, or regulations enforced or administered, by any of the governmental entities list ed below (or any of its subdivisions), including but not limited to those examples specified below. The term “own er” does not include owners of stock in your firm if your firm is a publicly traded corporation. If you answered Yes, provide an explanation on Attachment B of the circumstances surrounding each instance, including the entity involved, the dates of such instances, and the outcome.
FEDERAL ENTITIES
Federal Departmen
t of Labor
American with Disabilities Act
Immigration Reform and Control Act
Family Medical Leave Act
Fair Labor Standards Act
Davis-Bacon and laws covering wage requirements
for federal government contract workers
Migrant and Seasonal Agricultural Workers
Protection Act
Immigration and Naturalization Act
Occupational Safety and Health Act
anti-discrimination provisions applicable to
government contractors and subcontractors
whistleblower protection laws
Federal Department of Justice
Civil Rights Act
American with Disabilities Act
Immigration Reform and Control Act of 1986
bankruptcy fraud and abuse
Federal Department of Housing and Urban
Development (HUD)
anti-discrimination provisions in federally
subsidized/assisted/sponsored housing programs
prevailing wage requirements applicable to HUD
related programs
Federal Environmental Protection Agency
Environmental Protection Act
National Labor Relations Board
National Labor Relations Act
Federal Equal Employment Opportunity
Commission
Civil Rights Act
Equal Pay Act
Age Discrimination in Employment Act
Rehabilitation Act
Americans with Disabilities Act
STATE ENTITIES
California’s Department of
Industrial Relations
wage and labor standards, and licensing and
registration
occupational safety and health standards
workers’ compensation self insurance plans
Workers’ Compensation Act
wage, hour, and working standards for apprentices
any provision of the California Labor Code
California’s Department of Fair Employment and
Housing
California Fair Employment and Housing Act
Unruh Civil Rights Act
Ralph Civil Rights Act
California Department of Consumer Affairs
licensing, registration, and certification
requirements
occupational licensing requirements administered
and/or enforced by any of the Department’s
boards, including the Contractors’ State Licensing
Board
California’s Department of Justice
LOCAL ENTITIES
City of Los Ang
eles or any of its subdivisions for
violations of any law, ordinance, code, rule, or
regulation administered and/or enforced by the City,
including any letters of warning or sanctions issued by the City of Los Angeles for an unauthorized substitution of subcontractors, or unauthorized reductions in dollar amounts subcontracted.
OTHERS
Any other fe
deral, state, local governmental entity
for violation of any other feder al, state, or local law or regulation relating to wages, labor, or other terms and conditions of employment.
ATTACHMENT 2
A2-268
ATTACHMENT 2
A2-269
ATTACHMENT 2
A2-270
IRAN CONTRACTING ACT OF 2010 COMPLIANCE AFFIDAVIT
(California Public Contract Code Sections 2200-2208)
The California Legislature adopted the Iran Contracting Act of 2010 to respond to policies of Iran in a uniform fashion (PCC § 2201(q)). The Iran Contracting Act prohibits bidders engaged in investment activities in Iran from bidding on, submitting proposals for, or entering into or renewing c ontracts with public entities for goods and services of one million dollars ($1,000,000) or more (PCC § 2203(a)). A bidder who “engages in investment activities in Iran” is defined as either:
1. A bidder providing goods or services of twenty million dollars ($20,000,000) or more in the energy sector of Iran, including provision of oil or liquefied natural gas tankers, or products used to construct or maintain pipelines used to transport oil or liquefied natural gas, for the energy sector of Iran; or
2. A bidder that is a financial institut ion (as that term is defined in 50 U. S.C. § 1701) that extends twenty million dollars ($20,000,000) or more in credit to another person, for 45 days or more, if that person will use the credit to provide goods or services in the energy sector in Iran and is identified on a list created by the California Department of General Services (DGS) pursuant to PCC § 2203(b) as a person engaging in the investment activities in Iran.
The bidder shall certify that at the time of submitting a bi d for new contract or renewal of an existing contract, he or she is not identified on the DGS list of ineligible bus inesses or persons and that the bidder is not engaged in investment activities in Iran in violation of the Iran Contracting Act of 2010.
California law establishes penalties for provid ing false certifications, including civil penalties equal to the greater of $250,000 or twice the amount of the contract for which the false certification was made; contract termination; and three-year ineligibility to bid on contracts (PCC § 2205).
To comply with the Iran Contracting Act of 2010, the bidder shall complete and sign ONE of the options shown below.
OPTION #1: CERTIFICATION
I, the official named below, certify that I am duly authorized to execute this certification on behalf of the bidder or financial institution identified below , and that the bidder or financial institution identified below is not on the current DGS list of persons engaged in invest ment activities in Iran and is not a financial institution extending twenty million dollars ($20,000,000) or more in credit to another person or vendor, for 45 days or more, if that other person or vendor will use the credit to provide goods or services in the energy sector in Iran and is identified on the current DSG list of persons engaged in investment activities in Iran.
Name of Bidder/Financial Institution (Printed): _____________________________________________________
Signed by: _______________________________________________________________ (Authorized Signature)
_____________________________________________________________________(Printed Name)
______________________________________________________________(Title of Person Signing)
OPTION #2: EXEMPTION
Pursuant to PCC § 2203(c) and (d), a public entity may permi t a bidder or financial institution engaged in investment activities in Iran, on a case-by-case basis, to be eligible for, or to bid on, submit a proposal for, or enter into, or renew, a contract for goods and services. If the bidder or financial institution identified below has obtained an exemption from the certification requirement under the Iran Contracting Act of 2010, the bidder or financial institution shall complete and sign below and attach documentation demonstrating the exemption approval.
Name of Bidder/Financial Institution (Printed): _____________________________________________________
Signed by: _______________________________________________________________ (Authorized Signature)
_____________________________________________________________________(Printed Name)
______________________________________________________________(Title of Person Signing)
ATTACHMENT 2
A2-271
CITY OF LOS ANGELES
Department of General Services
Office of the Purchasing Agent
(213) 928-9525
CONTRACTOR CODE OF CONDUCT
The City of Los Angeles has long supported the premis e that employers should fa irly compensate employees, that the health and safety of workers should be protected, and that no form of discrimination or abuse should be tolerated.
Experience indicates that laws and regulations designed to safeguard basic tenets of ethi cal business practices are disregarded in some workplaces, commonly referred to as “sweatshops.”
In its role as a market participant that procures equipment, goods, materials and supplies, the City seeks to protect its interests by assuring that t he integrity of the City’s procurement process is not undermined by contractors who engage in sweatshop practices and other employment practices abhorrent to the City. W hen the City inadvertently contracts with these contractor s, the City’s ethical contractors are placed at a distinct co mpetitive disadvantage. Many times ethical contractors are underbid by unscrupulous contractors in competition for City contracts. These ethical contractors may be dissuaded from participating in future procurement contracts.
The City’s proprietary contracting interests are served by doing business with contractors who make a good faith effort to ensure that they and thei r subcontractors shun sweatshop practice s and adhere to workplace and wage laws.
Seeking to protect these municipal interests, the City requires that all contractors subject to the Sweat-free Procurement Ordinance certify that they and, to the bes t of their knowledge, their subcontractors will comply wi th the City’s Contractor Code of Conduct and to promise the following:
(a) To comply with all applicable wage, health, labor , environmental and safety laws, legal guarantees of freedom of association, building and fire codes, and laws and ordinances relating to workplace and employment discrimination.
(b) To comply with all human and labor rights and labor obligations that are imposed by treaty or law on the country in which the equipment, supplies, goods or ma terials are made or assembled, including but not limited to abusive forms of child labor, slave labor, convict or forced labor, or sweatshop labor. (c) To take good faith measures to ensure, to the best of the contractor’s knowledge, that the contractor’s subcontractors also comply with the City’s Contractor Code of Conduct. (d) To pay employees working on c ontracts for garments, uniforms, f oot apparel, and related accessories a procurement living wage, meaning for domestic manuf acturers a base hourly wage adjusted annually to the amount required to produce, for 2,080 hours work ed, an annual income equal to or greater than the U.S. Department of Health and Human Services most re cent poverty guideline for a family of three plus an additional 20 percent of the wage level paid eit her as hourly wages or health benefits. For manufacturing operations in countries other than the United States, a procurement living wage which is comparable to the wage for domestic manufacturers as defined above, adjusted to reflect the country’s level of economic development by using the World Bank’s Gross National Income Per Capita Purchasing Power index.
CERTIFICATION UNDER PENALTY OF PERJURY
I certify under penalty of perjury under the laws of the State of California that I have read and understood the City’s Contractor Code of Conduct and agree to comply with its requirements.
__________________________________________________________________________________ Signature of Officer or Authorized Representative Date
__________________________________________________________________________________ Print Name and Title of Authorized Representative
__________________________________________________________________________________ Print Company Name, Address and Phone Number
1 of 1
ATTACHMENT 2
A2-272
R-1-1
APPENDIX R-1
TO THE
POWER PURCHASE AGREEMENT
BETWEEN
SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY
AND
Milford Solar Phase II, LLC
SINGLE LINE DIAGRAM
[See attached.]
ATTACHMENT 2
A2-273
ATTACHMENT 2
A2-274
R-2-1
APPENDIX R-2
TO THE
POWER PURCHASE AGREEMENT
BETWEEN
SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY
AND
MILFORD SOLAR PHASE II, LLC
METERING DIAGRAM
ATTACHMENT 2
A2-275
S-1
APPENDIX S
TO THE
POWER PURCHASE AGREEMENT
BETWEEN
SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY
AND
Milford Solar Phase II, LLC
PMU REQUIREMENTS
I. LADWP Compliance Responsibilities
As Planning Coordinator and Transmission Operator register ed with NERC, LADWP shall demonstrate compliance with NERC Reliability Standard MOD-033-2, and any successor NERC Reliability Standard. As Seller’s Planning Coordinator, LADWP does not expect Seller to submit any compliance documentation for MOD-033-2 to NERC or WECC, however, Seller shall cooperate to enable LADWP to demonstrate compliance with MOD-033-2. In particular, as Seller’s Planning Coordinator, LADWP requires the phasor measurement unit (“ PMU”) data specified below in order to continue planning for the Project Site and to perform data validation in accordance with NERC Reliability Standard M OD-033-2 requirement R1, as such requirement may be amended from time to time subject to FERC approval.
II. Compliance under Agreement
LADWP's Transmission Analysis and Regional Planning (“Transmission Planning”) has deemed necessary the collection of PMU data, both from sources at LADWP sites and at sites of projects for which LADWP has power purchase agreements, to adequately perform data validation per NERC Reliability Standard MOD-033-2 requirement R1, as such requirement may be amended from time to time subject to FERC approval. LADWP’s Transmission Planning has identified the Project Site as a site required to have PMU data.
a. PMU Location
To ensure the availability of needed PMU data for LADWP's Transmission Planning to perform adequate data validation per NE RC Reliability Standard MOD- 033-2 requirement R1, as such requirement may be amended from time to time subject to FERC approval, Seller shall take the necessary steps to ensure that adequate PMU da ta is available for the location specified by LADWP's Transmission Planning. This includes the installation of PMU equipment if there is no PMU currently installed at the specified location. This also includes modifying existing PMUs to satisfy LADWP’s Transmission Planning’s validation requirements. If adequate PMU data exists for the location specified by LADWP’s Transmission Planning, then Seller does not need to install additional PMUs.
ATTACHMENT 2
A2-276
S-2
b. PMU Technical Requirements
The provided PMU data shall, at minimum, be time-synchronized and include 30 samples per second of the positive sequence data (including voltage, real and reactive power flow, frequency, phase angle).
c. Communications
Seller shall coordinate with LADWP to ensure the needed communications infrastructure exists to continuously provide PMU data to LADWP’s designated server. So long as PMU communications with LADWP functions correctly, Seller shall not be required to archive PMU data on-site. Rather, Seller shall continuously provide PMU data to LADWP’s designated server. However, if the PMU fails to send data to LADWP’s designated server, Seller shall archive the PMU data for the duration of the failure and provide the data to LADWP.
d. Maintenance Requirements
Seller shall perform the necessary maintenance, within reason, to ensure that PMU data is continuously provided to LADWP. In the event of a failure of PMU recording or communications capability, Seller shall complete the following steps:
1. Within 1 Business Day following discovery of failure, notify LADWP’s Transmission Planning of the failure.
2. Within 4 Business Days following discovery of failure:
a. Provide LADWP’s Transmission Planning with a corrective action plan (“CAP”) to restore the PMU’s record ing and communications capability within the timeframes fo r proposed CAP completion determined in items (i)-(v) below:
i. For CAPs consisting of PMU repl acement for which a spare is available: within 7 Business Days following discovery of failure;
ii. For CAPs consisting of PMU repl acement for which a spare is not available: within 10 Business Days of discovery of failure;
iii. For CAPs consisting of CVT replacement: within 10 calendar days following discovery of failure;
iv. For CAPs addressing communications failure: within 5 Business Days following discovery of failure;
ATTACHMENT 2
A2-277
S-3
v. For CAPs addressing other issues not addressed above: within 10 Business Days following discovery of failure.
3. Within the timeframe for initial proposed CAP completion date determined in Step 2.a.:
a. Restore the PMU’s recording and communications capability.
b. If, within reasonable effort, it is not possible to restore the PMU’s recording and communications capability within the timeframe specified above, then Seller shall provide an updated CAP within 3 Business Days following the initial proposed CAP completion date and obtain LADWP’s agreement on the updated plan.
e. Compliance Documentation
Seller shall maintain the nece ssary information to provide, upon request by LADWP, the following:
1. Confirmation of whether the PMU equipment has been running and providing data for the timeframe in question.
2. If there have been outages, a list of the outage dates within the timeframe in question, as well as: cause of outages, duration of outag es, and corrective actions taken.
f. Financial Liability for a Compliance Violation
Seller shall be financially liable for any failure to provide regul atory data, per Prudent Utility Practices, to the extent such failure (i) causes LADWP to pay penalties to FERC, NERC, or WECC and (ii) was due to Seller’s act or omission.
ATTACHMENT 2
A2-278
S-4
g. LADWP Points of Contact
Transmission Planning and Contacts
Manager
Faranak Sarbaz
(213) 367-1265
[email protected]
Regulatory, Standards and Compliance Group
Assistant Supervisor
Sangeetha Losari
(213) 367-2315
[email protected]
ATTACHMENT 2
A2-279
T-1
APPENDIX T
TO THE
POWER PURCHASE AGREEMENT
BETWEEN
SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY
AND
MILFORD SOLAR PHASE II, LLC
PRELIMINARY DRAFT FORM OF INVOICE
In accordance with Section 11.1(g), below ar e non-binding preliminary draft forms of invoices to be used by the Parties for monthly financial settlements under Article 11 and the Parties shall finalize a single final form for use in accordance with Section 11.1(g). All information in the form invoices below is preliminar y and indicative and for form only. Other provisions of the Agreement shall control in the event of any conflict or inconsistency with this preliminary draft form of invoice.
[See next page]
ATTACHMENT 2
A2-280
From:
Milford Solar Phase II, LLC
C/O (Blank)
(Address)
(Address)
To:
Attn: Accounting Division - Accounts Payable Section - Supervisor of Accounts Payable P.O. Box 51211
Room 424 JFB
Los Angeles, CA 90051-5511
Attn: Accounting Division - Accounts Payable Section - Supervisor of Accounts Payable Invoice Information:
Invoice Number: 1
Invoice issue Date: 1-Dec-26
Billing Period Begin: 1-Nov-26
Billing Period End: 30-Nov-26
Payment Due Date: 30-Jan-27
COD Date: 8-Dec-26
Generating Facility: Milford Solar Phase II (Address)
LADWP Contracts: Milford Solar Phase II, PSA, LADWP No. BP 24-002 Milford Solar Phase II, AA, LADWP No. BP 24-003
DESRI Charge Code Description Energy (MWh) Rate ($/MWh) Amount ($) 100 GROSS Energy Generated 0
Energy Loss (ancillary/line loss etc.) 0
NET Delivered Energy -1 37.75$ (37.75)$
Test Energy 0 18.88$ -$
102 Energy Curtailed 0 -$ -$
(37.75)$
Energy Participant's Breakdown:
Current Month -1 Glendale: 8.33%
Year-to-Date 172,569 Burbank: 13.33%
LADWP: 78.34%
SCPPA (Total) 100.00%
Current Month -
Year-to-Date 7,703
Payments Information:
Due 60 days after receipt of invoice by wire transfer to the following account:
Bank: (Fill IN)
ABA Number: (Fill IN)
Account Number: (Fill IN)
Account Name: Milford Solar Phase II, LLC
Milford Solar Phase II Contact: (Fill IN)
Title: (Fill IN)
Email: (Fill IN)
Phone: (Fill IN)
Total Due:
Current Month Billing Calculation
Milford Solar Phase II Solar Project
12/ 2026 - Energy Invoice
Curtailed Energy (MWh)
Delivered Energy (MWh)
ATTACHMENT 2
A2-281
II Project
Attestation
Jan-26 35,539
Feb-26 37,677
Mar-26 42,792
Apr-26 56,561
May-26
Jun-26
Jul-26
Aug-26
Sep-26
Oct-26
Nov-26
Dec-26
Year-to-Date 172,569
mental Attribute Attestation and Bill of Sale
"Seller" (Milford Solar Phase II LLC) hereby confirms to comply with Article VIII - Environmental Attributes; EPS and RPS Compliance of the Power Purchase Agreement (PPA) and delivers to the "Buyer" (Southern California Public Power Authority) the Environmental Attributes. The "Seller" also confirms that the "Seller" has uploaded Environmental Attributes to WREGIS System (" WREGIS Certificates") as shown below:
Facility Information:
Facility Name: Milford Solar Phase II
Generation Type: Solar
GPS Coordinates: (Fill in)
Capacity (MW): 300
Commercial Operation Date: 8‐Dec‐26
CEC Reg. No. (Fill in)
Q.F. ID No. (Fill in)
Dates: REC (in MWh) Transferred or To‐Be‐Transferred
Period REC (in MWh)
Jan‐26 35,539
Feb‐26 37,677
Mar‐26 42,792
Apr‐26 56,561
May‐26 -
Jun‐26 -
Jul‐26 -
Aug‐26 -
Sep‐26 -
Oct‐26 -
Nov‐26 -
Dec‐26 -
TOTAL for 2026 172,569
** REC is calculated per "Gross Energy", generated at plant's bus-bar.
REC = Renewable Energy Credit as defined in the Power Purchase Agreement.
Seller further attests, warrants and represents as follows:
i) the information provided herein is true and correct; ii) its sale to Buyer is its one and only sale of the Environmental Attributes and all of the associated Environmental Attribute Reporting Rights referenced herein;
iii) the Facility generated and delivered to the grid the Energy in the amount indicated as undifferentiated Energy; and iv) Seller owns the Facility and each of the Environmental Attributes and Environmental Attribute Reporting Rights associated with the generation of the indicated Energy of delivery to the grid have been generated and sold by the Facility.
This serves as a bill of sale,
Contact Person: (FILL IN) Tel:
RECs Delivered (MWh)
ATTACHMENT 2
A2-282
ReadTimeHour Date Month TotalKWhReceived
ATTACHMENT 2
A2-283
U-1
APPENDIX U
TO THE
POWER PURCHASE AGREEMENT
BETWEEN
SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY
AND
MILFORD SOLAR PHASE II, LLC
LADWP METERING POLICY
[See attached.]
ATTACHMENT 2
A2-284
ATTACHMENT 2
A2-285
ATTACHMENT 2
A2-286
LADWP BES Meter Policy
Version 1.0
May 1, 2020
Table of Contents
I. Revision History ....................................................................................................................... 3 II. Definitions ................................................................................................................................ 3 III. Purpose ................................................................................................................................... 7 IV. Scope ....................................................................................................................................... 7 V. Revenue Quality Requirements ............................................................................................... 8 VI. Meter System Requirements ................................................................................................... 9 VII. Design Standards .................................................................................................................. 11 VIII. Testing and Validation ........................................................................................................... 11 IX. Drawings ................................................................................................................................ 11 X. Meter Data Submittal to External Entities .............................................................................. 11 XI. Issue Resolution .................................................................................................................... 12 XII. Resource Exclusion ............................................................................................................... 13 XIII. Update / Replacement Plan ................................................................................................... 13 XIV. Record Retention ................................................................................................................... 13 XV. Testing and Audit Cycle ......................................................................................................... 14 XVI. Annual Review ....................................................................................................................... 14 XVII. Attachment A: LADWP EIM Registered Resources List (CONFIDENTIAL) ........................... 15 XVIII. Attachment B: CAISO Approved List of Meters ..................................................................... 18 ATTACHMENT 2
A2-287
LADWP BES Meter Policy
Version 1.0
May 1, 2020
I. Revision History
Effective Date Version
Number
Revised By Revision History
06/01/2020 1.0 MDM Committee
Oscar Herrera - LADWP
Tyler Breiner - Advisian
II. Definitions
Term Definition
Accumulator
Digital counter for collecting meter kWh or MWh digital pulses at a predetermined pulse rate that equals kW⋅hour or MW⋅hour, normally referred to as a “SCADA hourly pulse counter.”
American National
Standards Institute
(ANSI)
The American National Standards Institute (ANSI) is a private, not-for-profit organization dedicated to supporting the U.S. voluntary standards and conformity assessment system and strengthening its impact, both domestically and internationally.
Area Control Error
(ACE)
The instantaneous difference between a Balancing Authority’s net actual and scheduled interchange, taking into account the effects of Frequency Bias, correction for meter error, and Automatic Time Error Correction (ATEC), if operating in ATEC mode.
Automated
Dispatching System
(ADS)
The CAISO systems application to communicate Dispatch Instructions to Scheduling Coordinators.
Automatic
Generation Control
(AGC)
Equipment that automatically adjusts generation in a Balancing Authority Area from a central location to maintain the Balancing Authority’s interchange schedule plus Frequency Bias. AGC may also accommodate automatic inadvertent payback and time error correction.
Balancing Authority
(BA)
The responsible entity that integrates resource plans ahead of time, maintains load-interchange-generation balance within a Balancing Authority Area, and supports Interconnection frequency in real-time.
Balancing Authority
Area (BAA)
The collection of generation, transmission, and loads within the metered interchange boundaries of the Balancing Authority. The Balancing Authority maintains a load-resource balance within this area.
ATTACHMENT 2
A2-288
LADWP BES Meter Policy
Version 1.0
May 1, 2020
Backup Automatic
Generation Control
(BAGC)
LADWP’s backup to its Supervisory Control And Data Acquisition is the Backup Automatic Generation Control Program.
Business Day Business Day means any day other than Saturday, Sunday, or a legal public holiday as designated in Section 6103 of Title 5, U.S. Code.
Bulk Electric System
(BES)
As defined by NERC, the Bulk Electric System, or BES, is:
(A) facilities and control systems necessary for operating an interconnected electric energy transmission network (or any portion thereof); and
(B) electric energy from generation facilities needed to maintain transmission system reliability. The term does not include facilities used in the local distribution of electric energy. (Note that the terms “Bulk-Power System” or “Bulk Power System” shall have the same meaning.
California
Independent System
Operator (CAISO)
The California Independent System Operator is a non-profit Independent System Operator, BA, and BAA, serving California. It oversees the operation of California's bulk electric power system, transmission lines, and electricity market generated and transmitted by its member utilities.
The CAISO is also the Market Operator for the Energy Imbalance Market.
Critical Infrastructure
Protection (CIP)
NERC standards designed to secure the electronic assets required for operating the Bulk Electric System.
Current
Transformer (CT)
A current transformer is an instrument transformer, used along with measuring or protective devices, in which the secondary current is proportional to the primary current.
Electrical
Engineering Design
Standard (EEDS)
The Electrical Engineering Design Standard is LADWP’s design standard for electrical equipment installations.
Energy Imbalance
Market (EIM)
The California ISO’s Western Energy Imbalance Market (EIM) is a real- time bulk power trading market. The EIM’s advanced market systems automatically find the lowest-cost energy to serve real-time customer demand across a wide geographic area. BA’s and other entities participating in the EIM will maintain control over their assets and remain responsible for balancing requirements while sharing in the cost benefits the market produces for participants.
Institute of Electrical
and Electronics
Engineers (IEEE)
IEEE is the world's largest technical professional society. It is designed to serve professionals involved in all aspects of the electrical, electronic, and computing fields and related areas of science and technology.
In-Basin Thermal
Generation
LADWP-owned thermal generation that is located south of the San Gabriel Mountain Range. Plants that meet this criterion are Haynes Generating Station, Harbor Generating Station, Valley Generating Station, and Scattergood Generating Station.
ATTACHMENT 2
A2-289
LADWP BES Meter Policy
Version 1.0
May 1, 2020
Local Regulatory
Authority (LRA)
As described in the CAISO Tariff, a Local Regulatory Authority is: “[t]he state or local governmental authority, or the board of directors of an electric cooperative, responsible for the regulation or oversight of a utility.” CAISO Tariff, Appendix A (Master Definition Supplement).
Meter Interrogation A process by which interval, register, and event data is retrieved directly from the meters and utilizes a standardized communication method.
Metering Points
A Metering Point is a location where metering (physical or contractual) is physically or financially settled. Such points include (but not limited to):
Generation Metering Points
Interchange Metering Points
Jointly-Owned Generating Unit Metering Points
3rd Party Generating Unit Metering Points
Jointly-Owned Transmission Metering Points
Meter System Measuring equipment that is composed of the Meter, Potential Transformer, Current Transformer, and other sensors.
Meter System
Equipment
May refer to any individual or grouping of components that comprise the Meter System.
Meter Data
Management System
(MDMS)
A system that aggregates multiple sources of information, which is kept in a central repository and serves as a clearinghouse of LADWP’s Meter Data. Such a system has validation rules, Verify, Estimate, Edit (VEE) functionality, and connectivity to internal and external systems (e.g. the California Independent System Operator) for operation in the Energy Imbalance Market.
Meter Data
Management (MDM)
Committee
The committee responsible for the meter data value chain in LADWP. This includes the development and approval of the LADWP Bulk Electric System Meter Policy.
National Electric
Safety Code (NESC)
The National Electrical Safety Code sets the ground rules and guidelines for the practical safeguarding of utility workers and the public during the installation, operation, and maintenance of electric supply, communication lines, and associated equipment.
North American
Electric Reliability
Corporation (NERC)
NERC was designated as the Electric Reliability Organization (ERO) by the Federal Energy Regulatory Commission (FERC). NERCs mission is to assure the effective and efficient reduction of risks to the reliability and security of the grid. NERC develops and enforces Reliability Standards, annually assesses seasonal and long‐term reliability, monitors the bulk power system through system awareness, and educates, trains, and certifies industry personnel.
Remote Terminal Unit
(RTU)
A processor-controlled electronic device that interfaces station equipment to a centralized control system or SCADA.
ATTACHMENT 2
A2-290
LADWP BES Meter Policy
Version 1.0
May 1, 2020
Potential Transformer
(PT)
A potential transformer is an instrument transformer, used along with measuring or protective devices, in which the secondary voltage is proportional to the primary voltage.
Pseudo-Tie
A time-varying energy transfer that is updated in Real-Time and included in the Actual Net Interchange, as defined by NERC, in the same manner as a Tie Line in the affected Balancing Authorities’ control ACE equations (or alternate control processes). Pseudo-ties typically require firm transmission service reservation.
Scheduling
Coordinator
Metering Entity
(SCME)
A generator, eligible customer, or end-user, which is not a CAISO Metered Entity, responsible for obtaining, processing, and submitting Settlement Quality Meter Data. LADWP is an SCME.
Settlement Quality
Meter Data (SQMD)
Meter data sourced from a Revenue Quality Meter that is gathered, edited, validated, and stored in a settlement-ready format, for settlement and auditing purposes.
Settlement Quality
Meter Data Plan
A Settlement Quality Meter Plan is defined in the CAISO Tariff Section
10.3.7.1, which requires “Scheduling Coordinators [to] submit an SQMD Plan to ensure that the Scheduling Coordinator will submit and maintain the integrity of Meter Data submitted to the CAISO for that Scheduling Coordinator Metered Entity.”
Supervisory Control
and Data Acquisition
(SCADA)
The SCADA system is the enterprise system for data acquisition, monitoring, and controlling of the Power System’s Generation, Transmission and Distribution assets. The system consists of critical applications and remote units that load dispatchers use to monitor the bulk power and the distribution system for alarms, limits, and other potential issues to ensure the reliable and safe operation of the power system.
The SCADA system is composed of:
The SCADA/EMS applications suites in the control center. Remote Terminal Units for Data Acquisition from stations and field devices.
The communication infrastructure
Western Electric
Coordinating Council
(WECC)
Designated by the North American Electric Reliability Corporation to be the Regional Reliability Organization and serves as the compliance monitor for utilities in the Western Interconnection.
ATTACHMENT 2
A2-291
LADWP BES Meter Policy
Version 1.0
May 1, 2020
III. Purpose
a) This Los Angeles Department of Water and Power (LADWP) Bulk Electric System Meter Policy (Policy) establishes standards for LADWP’s Balancing Authority Area (BAA) for Revenue Meters (Intertie, Generation, and Load) and Meter Systems equipment.
b) In accordance with LADWP Station Design Standards, LADWP adheres to and complies with NERC and WECC Reliability Standards as they apply to LADWP’s NERC registered functions. LADWP adheres to relevant standards for maintaining accurate data for AGC and ACE systems.
c) This Policy addresses requirements for LADWP’s planned participation in the CAISO EIM starting in April 2021. Participating in the CAISO EIM requires adherence to certain standards and requirements either regulated by CAISO directly or when applicable, by a Local Regulatory Authority (also referred to as the LRA), as defined in the CAISO Tariff. d) LADWP’s Local Regulatory Authority is the Board of Water and Power Commissioners.
Pursuant to Los Angeles City Charter Sections 672 and 675, the Board manages and controls the Power Assets and has the power and duty to make and enforce all necessary rules and regulations governing the construction, maintenance, operation, connection to and use of the Power Assets. Additionally, the Board has the power and duty to acquire, provide for, construct, extend, maintain and operate all improvements, utilities, structures, facilities, and services as it may deem necessary or convenient for LADWP’s purposes. The Board also can delegate its authority to the General Manager or his/her designee.
e) This Policy conforms with Section 10 of the CAISO Tariff. LADWP is registered as an SCME with the CAISO.
IV. Scope
a) This Policy applies to Meter Systems for registered resources in LADWP’s BAA. New or replacement Meter Systems are required to adhere to the provisions of this Policy to the maximum extent possible.
i. A list of registered resources that LADWP registered with the CAISO to participate in its Energy Imbalance Market is provided in Attachment A. b) This Policy does not necessarily require immediate updates to existing Metering System conditions and configurations that already have an approved Settlement Quality Meter Data Plan. However, as opportunities permit, LADWP will modify existing Metering Systems to comply with this Policy, but shall not conflict with LADWP Station Design Standards. Considerations will be given to the availability of resources, equipment, capital project prioritization, physical locations, availability of meter ports, and other project management constructs.
ATTACHMENT 2
A2-292
LADWP BES Meter Policy
Version 1.0
May 1, 2020
c) For the purpose of this Policy, LADWP’s Pseudo-Tied Generation is treated as LADWP generation and will adhere to the provisions of this Policy. d) The Manager of Energy Reconciliation will be responsible for administering the Bulk Electric System Meter Policy.
V. Revenue Quality Requirements
a) Meter installations must meet the following general standard:
i. Must be revenue quality with a 0.2 Accuracy Class, (having an accuracy rating of ± two-tenths percent (±0.2%) accuracy) or better.
ii. Must be capable of storing data (in internal meter registers) that can be accessed using Meter Interrogation by various communication methods.
1. Local interrogation as a data collection method shall be accessible. iii. Must maintain billing data and associate timestamps during the loss of auxiliary power to the meter for no less than to 30 days
iv. If documentation is not readily available to demonstrate the accuracy rating, then testing pursuant to Section VIII will be conducted to substantiate accuracy. b) Meters that conform with the CAISO Approved Meters List (Attachment B) are deemed compliant with Section V.a.
c) Potential Transformers must have an accuracy rating of ± three-tenths percent (±0.3%) or better.
i. If documentation is not readily available to demonstrate the accuracy rating, then testing pursuant to Section VIII will be conducted to substantiate accuracy. d) Current Transformers must have an accuracy rating of ± three-tenths (±0.3%) or better. i. If documentation is not readily available to demonstrate the accuracy rating, then testing pursuant to Section VIII will be conducted to substantiate accuracy. e) Generator auxiliary load metering must have an overall accuracy of ± three percent (±3%) or better.
i. If documentation is not readily available to demonstrate the accuracy rating, then testing pursuant to Section VIII will be conducted to substantiate accuracy. f) Existing Metering Systems, which do not meet the accuracy class/ratings stated in Section V, have a temporary correction factor applied. Correction factors are a temporary patch fix.
i. Existing Metering System equipment that falls into this criterion shall be replaced. ii. A plan to replace the meter must be developed 90 days from issue discovery.
The meter must be replaced within a reasonable timeframe.
ATTACHMENT 2
A2-293
LADWP BES Meter Policy
Version 1.0
May 1, 2020
VI. Meter System Requirements
a) Only one Revenue Quality Meter shall be designated as the Primary Revenue Meter of data for all billing, power accounting, and scheduling. b) Contractual, operational, and settlement metering constructs shall be from a physical, meterable location.
i. Any aggregation, disaggregation, special metering configurations, or calculated points must have its source data originate from a Revenue Quality Meter. Such arrangements must be documented and tracked by LADWP personnel. c) For Interchange Metering Points, and Jointly-Owned Transmission Meter Points, a Backup Metering System meeting the requirements of this Policy shall be available. i. A backup meter will only be utilized during testing, data inaccuracy, or failure of the Primary Meter.
ii. The Backup Metering System will connect to either SCADA or BAGC.
1. Data limitations of BAGC override Section VI.e of this Policy. d) For Generation Metering Points, and Jointly Owned Generation Metering Points, a backup meter data source shall be made available. The backup meter data source will only be utilized during testing, data inaccuracy, or failure of the Primary Meter. e) A primary Revenue Quality Meter shall provide all meter functions and outputs, which include (but not limited to):
i. Real-time Power (Mega-Watts or Kilo-Watts),
ii. Real-Time Reactive Power (Mega-VAR or Kilo-VAR),
iii. Accumulated Power (Mega-Watt-Hour or Kilo-Watt-Hour), iv. Accumulated Reactive Power (Mega-VAR-Hour or Kilo-VAR-Hour) pulses and data interval storage.
f) The precision of the data shall either be in:
i. Kilo (1 kW, 1 kVAR), or
ii. The nearest thousandth (0.001 MW, 0.001 MVAR).
g) Interchange Meter Systems shall be installed in an LADWP-owned or a neighboring facility.
h) Generation Meter Systems shall be installed at the generating station or the interconnecting station.
i) For a Generation Unit, the Primary Revenue Meter Systems shall be installed on:
i. The high voltage side of a generator step-up transformer for the EIM and AGC Control.
ATTACHMENT 2
A2-294
LADWP BES Meter Policy
Version 1.0
May 1, 2020
1. This measurement is equivalent to a net meter read unless the auxiliary loads are metered elsewhere.
ii. For In-Basin thermal generation, the low side of the step-up transformer for the South Coast Air Quality Management District (SCAQMD) Continuous Emissions Monitoring System (CEMS).
1. This measurement is equivalent to a gross meter read. j) Metering Systems shall be capable of providing telemetering to LADWP Energy Control Center (ECC).
i. Metering shall be capable of programming to adjust measured values with loss compensation to the point of delivery.
ii. Metering shall be capable of DNP 3.0 protocol and MODBUS protocol. k) Preferred installation of Potential Transformer (PT) and Current Transformer (CT) equipment to be from a Common Electrical Node if there’s a significant impedance present between both devices.
l) The Primary Meter shall provide hourly and 5-minute Accumulator data. m) The Primary Meter shall, at a minimum, have three ports for multiple communication needs.
n) Interrogation is required for every meter installation. The remote Meter Interrogation access may be provided by TCP/IP or utility internal circuit (SCADA). i. Reasonable accommodation shall be considered if NERC CIP requirements prove to be an impedance to a direct connection to the meter. o) Interchange Metering design must conform to NERC Standard BAL-005 Balancing Authority Control or its successor. Both continuous analog kW/MW signals and integrated kWh/MWh readings are required for interchange metering installations. p) Meter Time Clocks must meet or exceed the following requirement:
i. The meter time clock must be accurate within 2 minutes per week (0.02%) via internal or external time sources when not synchronized to the LADWP AGC clock.
q) Metering system installations shall adhere to current applicable utility standards that include, but are not limited to ANSI, IEEE, NESC, WECC, and NERC.
ATTACHMENT 2
A2-295
LADWP BES Meter Policy
Version 1.0
May 1, 2020
VII. Design Standards
a) All Meter System installations shall conform to the LADWP Electrical Engineering Design Standard.
VIII. Testing and Validation
a) Testing process
i. The accuracy testing for Watt-Hour Metering shall adhere to the Substation, Generation, and Intertie Watthour Metering Standard for Energy Imbalance Market Standard. 1
ii. The accuracy testing of Meter Instrument Transformers shall adhere to the Substation, Generation, and Intertie Instrument Transformer Standard for Energy Imbalance Market Standard.2
IX. Drawings
a) For new meter installations, a one-line diagram shall be provided delineating the following information:
i. PT Location with Accuracy Information
ii. CT Location with Accuracy Information
iii. Meter Location with Accuracy Information
b) An updated One-Line Diagram shall be provided for existing meter installations delineating the information list in Section IXa.
c) Multi-Page one-line diagrams are acceptable.
d) Drawings shall be provided to the Manager of Energy Reconciliation.
X. Meter Data Submittal to External Entities
a) CAISO data submittals shall conform to the following timelines:
i. LADWP personnel will reconcile meter data in the MDMS no later than five Business Days after a Trading Day (T+5B).
1 The Substation, Generation, and Intertie Watthour Metering Standard for Energy Imbalance Market is an LADWP standard document.
2 The Substation, Generation, and Intertie Instrument Transformer Standard for Energy Imbalance Market is an LADWP standard document.
ATTACHMENT 2
A2-296
LADWP BES Meter Policy
Version 1.0
May 1, 2020
1. Once reconciled, such data will be deemed to be Settlement Quality Meter Data.
ii. LADWP personnel will submit SQMD to CAISO’s Market Results Interface – Settlements (MRI-S) no later than seven Business Days after a Trading Day (T+7B).
1. In instances where data has to be reconciled after T+7B, LADWP will track deltas between the original T+7B submittal and subsequent SQMD submittals in the MDMS
a. Subsequent data shall be submitted no later than fifty-two Business Days after a Trading Day (T+52B)
XI. Issue Resolution
a) The Manager of Energy Reconciliation shall be responsible for leading the Issue Resolution process.
b) The LADWP resources that have committed support of this Policy as signatories on the first page of this document shall make good faith efforts to prioritize the resolution of the metering issue.
c) When an issue is discovered, the problem should be reported to the Manager of Energy Reconciliation as soon as possible.
d) A plan to resolve this issue shall be collaboratively developed with necessary stakeholders and resource providers and finalized in no more than 90 days from the time of issue reporting.
e) Once complete, notification of Issue Resolution shall be communicated to (at minimum):
1. Manager of Grid Operations
2. Manager of Wholesale Energy Resource Management
3. Manager of Energy Reconciliation
4. Manager of Generating Stations and Facilities Engineering
5. Manager of System Protection
6. Manager of Metering and Controls
ATTACHMENT 2
A2-297
LADWP BES Meter Policy
Version 1.0
May 1, 2020
XII. Resource Exclusion
a) In the instance where a resource (as listed in Attachment A) cannot meet the provisions of this policy, such resource is prohibited from market participation.
XIII. Update / Replacement Plan
a) In the instance where a Meter System cannot meet Section V or Section VI of this policy, or cannot pass Testing and Validation, a plan to replace the Meter System equipment will be developed pursuant to Section XI.
b) A plan to replace the meter must be developed 90 days from issue discovery. The meter must be replaced within a reasonable timeframe unless Grid Operations or Wholesale Energy Resource Management requests the replacement occur earlier. A mutually-agreeable deadline decision shall be struck. Considerations will be given to the availability of resources, equipment, capital project prioritization, physical locations, availability of meter ports, and other project management constructs.
XIV. Record Retention
a) Contemporaneous records of the following documents must be maintained to substantiate the requirements of this policy per resource:
i. Meter Make and Model, or testing records
ii. One-Line Diagram conforming to Section IX of this Policy. iii. PT Accuracy documentation or testing records
iv. CT Accuracy documentation or testing records
v. Compensation Factor documentation, if used
vi. Completed and Approved Settlement Quality Meter Data Plan vii. Attestation of Compliance per this Policy
viii. Attachments A and B of this Policy.
b) Record Retention shall be managed by the Manager of Energy Reconciliation.
ATTACHMENT 2
A2-298
LADWP BES Meter Policy
Version 1.0
May 1, 2020
XV. Testing and Audit Cycle
a) LADWP will test all interchange and generation metering in accordance with Section VIII of this Policy. The testing will include examination and testing of metering facilities to ensure the accuracy and integrity of the Settlement Quality Meter Data. b) On an annual basis, LADWP will complete a self-audit report for the audit review period of August 1st through July 31st. This audit report is due by October 31st of each year. c) LADWP will perform tests at least every twenty-four (24) months on all revenue, generation integration, and interchange Meter Systems in accordance with Section
10.3.10.1 of the CAISO Tariff.3
XVI. Annual Review
a) The Manager of Energy Reconciliation shall be responsible for the Annual Review of this Policy.
b) The annual review should examine whether the provisions of this policy are up-to-date and pertinent.
3 CAISO Tariff Section 10.3.10.1 states: “At least every two years, each Scheduling Coordinator shall (or engage an independent, qualified entity to conduct) audit and test the Metering Facilities of the Scheduling Coordinator Metered Entities that it represents and the Meter Data provided to the Scheduling Coordinator in order to ensure compliance with all applicable requirements of any relevant Local Regulatory Authority and the Scheduling Coordinator Metered Entity’s SQMD Plan. Scheduling Coordinators shall undertake any other actions that are reasonably necessary to ensure the accuracy and integrity of the Settlement Quality Meter Data (actual or Scheduling Coordinator estimated) provided by them to the CAISO.” ATTACHMENT 2
A2-299
LADWP BES Meter Policy
Version 1.0
May 1, 2020
XVII. Attachment A: LADWP EIM Registered Resources List (CONFIDENTIAL) Project Name Resource ID MW Capability Latitude Longitude
ATTACHMENT 2
A2-300
LADWP BES Meter Policy
Version 1.0
May 1, 2020
ATTACHMENT 2
A2-301
LADWP BES Meter Policy
Version 1.0
May 1, 2020
ATTACHMENT 2
A2-302
LADWP BES Meter Policy
Version 1.0
May 1, 2020
XVIII. Attachment B: CAISO Approved List of Meters
This list is updated as needed by the CAISO. The current list is available at the following link:
https://www.caiso.com/Documents/ApprovedISOMeters.pdf
ATTACHMENT 2
A2-303
V-1
APPENDIX V
TO THE
POWER PURCHASE AGREEMENT
BETWEEN
SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY
AND
MILFORD SOLAR PHASE II, LLC
[FORM OF TAX EQUITY CONSENT AND ESTOPPEL]
[Date]11
Reference is made to that certain Power Purchase Agreement (the “Power Purchase Agreement”) dated as of [___], 2025 (the “PPA”), by and between the Southern California Public Power Authority, a public entity and joint powers agency formed and organized pursuant to the California Joint Exercise of Powers Act (California Government Code Section 6500, et seq. ) (“Buyer”; provided, that in no event shall the term “Buyer” refer to any of the members of Buyer, and the term “Buyer’s knowledge” as used herein shall refer only to the knowledge of persons at SCPPA, and not to the knowledge of anyone at a ny of the members of Buyer) and Milford Solar Phase II, LLC, a Utah limited liability company (“ Seller”). Terms used herein but not defined herein have the same meanings as in the PPA.
Buyer hereby confirms and agrees as of the date hereof as follows:
1. The copy of the PPA, as amended, attached as Exhibit A, constitutes a true and complete copy of the PPA.
2. The PPA is in full force and effect and has not been modified or amended in any way [since [_______ __, 202_]], and constitutes the only agreem ent between Buyer and Seller other than that certain Consent and Estoppel Agreement dated as of [___________, 20__] and that certain Option Agreement dated as of [___], 2025.
3. Buyer has not transferred or assi gned its interest in the PPA.
4. Buyer is not in default under the PPA nor has Buyer breached any of its representations, warranties, agreements or covenants under th e PPA and, to Buyer’s knowledge, no facts or circumstances exist which, with the pa ssage of time or the gi ving of notice nor both, would constitute a default or breach by Buyer under the PPA or that would give Seller the right to terminate the PPA. To Buyer’s knowledge, Seller is not in default under the PPA nor, to Buyer’s knowledge, has Seller breached any of its represen tations, warranties, agreements or covenants under the PPA and, to Buyer’s knowledge, no facts or circumstances exist which, with the passage
11 To be delivered on the date of delivery of the Consent and, upon the initial funding and upon the final funding under the Tax Equity transaction commensurate with COD.
ATTACHMENT 2
A2-304
V-2
of time or the giving of notice nor both, would constitute a default or breach by Seller under the PPA or that would allow Buyer to terminate the PPA.
5. All representations made by Buyer in th e PPA were true and correct as of the effective date of the PPA and continue to be true and correct.
6. To Buyer’s knowledge, no event, act, circumstance or condition constituting an event of Force Majeure under the PPA has occurred and is continuing.
7. Seller has not claimed a ny amounts under the indemnification obligation of Buyer set forth in the PPA.
8. To Buyer’s knowledge, Buyer has no exis ting counterclaims, offsets or defenses against Seller under the PPA. Buyer has no present knowledge of any facts entitling Buyer to any material claim, counterclaim or offset against Seller in respect of the PPA.
9. All payments due and owing[, except fo r those under dispute as described in Schedule I hereto]12, under the PPA by Buyer have been paid in full through the period ending on the date hereof.
10. [The Commercial Operation Date of the Facility occurred on [____], 202[__].
11. The Contract Capacity of the Project as of the Commercial Operation Date is [ ] MW.
[12. Upon the occurrence of a Default (as defined under the PPA) by Seller under the PPA, Buyer shall give concurrent notice of such Default to Seller and Tax Equity Investor. Buyer will not terminate the PPA or suspend performance of its services under the PPA on account of any Default (as defined under the PPA) of Seller thereunder, without written notice to the Tax Equity Investors and first providing to the Tax Equity Investors (i) thirty (30) days from the date notice of Default is delivered to the Tax Equity Investors to cure such Default if such Default is the failure to pay amounts to Buyer which are due and payable by Seller under the PPA, or (ii) forty-five (45) days from receipt of such notice, to cure such Default if the Default cannot be cured by the payment of money to Buyer (or up to sixty (60) additional days, so long as the Tax Equity Investors reasonably demonstrate to Buyer that they are diligently pur suing appropriate action to cure and are making sufficient progress toward curing such Default); provided, that if the Tax Equity Investors are prohibited from curing any such Default by any process, stay or injunction issued by any Governmental Authority or pursuant to any bankruptcy or insolvency proceeding or other similar proceeding involving Seller, then the time periods specified herein for curing a Default shall be extended for the period of such prohibition, so long as the Tax Equity Investors have diligently pursued removal of such process, stay or injunction, but in no event more than one hundred twenty (120) days. Failure of Buyer to provide such notice to Tax Equity Investor shall not constitute a breach of the PPA or this Tax Equity Consent and Estoppel and Tax Equity Investor agrees that Buyer shall have no liability to Tax Equity Investor for such failure whatsoever; provided that no claim of
12 To include if applicable.
ATTACHMENT 2
A2-305
V-3
Default or termination of the PPA by Buyer shall be binding without such notice and the lapsing of the applicable periods set forth above. If Tax Equity Investor fails to cure a Default within the applicable period, Buyer shall have all its rights a nd remedies with respect to such Default as set forth in the PPA.]13
13 Bracketed language in 10, 11 and 12 to be included in the Estoppel Certificate delivered at the final funding under the Tax Equity Transaction commensurate with COD.
ATTACHMENT 2
A2-306
V-4
IN WITNESS WHEREOF, Buyer has caused this Certificate to be duly executed by its officer thereunto duly authorized as of the date first set forth above.
SOUTHERN CALIFORNIA PUBLIC POWER
AUTHORITY
B y :
Name:
Title:
ATTACHMENT 2
A2-307
V-5
[Schedule I
SCHEDULE I TO FORM OF TAX EQUITY CONSENT AND ESTOPPEL]14
14 To include if applicable.
ATTACHMENT 2
A2-308
X-1
APPENDIX X
TO THE
POWER PURCHASE AGREEMENT
BETWEEN
SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY
AND
MILFORD SOLAR PHASE II, LLC
SHORTFALL ENERGY EXAMPLES
The following examples are based on hypothetical Contract Years 4, 5 and 6, as described in further detail below. They assume that Contract Year 6 is the last year of an RPS Compliance Period. For reference, the Guaranteed Delivered Energy for these years is specified below. These examples assume that there ha s been no reduction in the amount of the Guaranteed Delivered Energy in accordance with Section 6.5 of this Agreement.
Guaranteed Delivered Energy:
Contract Year 4: 639,330 MWh
Contract Year 5: 635,494 MWh
Contract Year 6: 631,681 MWh
Contract Year 7: 627,891 MWh
Total of Guaranteed Delivered Energy for Contract Years 4, 5 and 6: 1,906,505 MWh
1. Example #1: Shortfall Energy in a Contract Year that is not the end of an RPS Compliance Period, but no RPS Compliance Shortfall Energy
Actual Delivered Energy:
Contract Year 4: 600,000 MWh
Contract Year 5: 635,494 MWh
Contract Year 6: 700,000 MWh
Total for RPS Compliance Period: 1,935,494 MWh
Shortfall Energy for Contract Year 4 = 39,330 MWh
RPS Compliance Shortfall Energy = 0 MWh (since total Delivered Energy over the RPS Compliance Period exceeds the Guaranteed Delivered Energy for such RPS Compliance Period) Consequence:
ATTACHMENT 2
A2-309
X-2
Seller may remedy this Shortfall Energy for Contract Year 4 in the following Contract Year 5 (extended on a day-for-day basis resulting from the occurrence of an event of Force Majeure, but in no event longer than two (2) Contract Years fo llowing the end of C ontract Year 5) by delivering Replacement Energy at the Point of Delivery or delivering Delivered Energy in excess of 635,494 MWh (the Guaranteed Delivered Energy in Contract Year 5, as may be adjusted pursuant to Section 6.5) in the amount equal to 39,330 MWh. If Shortfall Energy has not been cured with Delivered Energy or Replacement Energy by the commenc ement of Contract Year 6, Seller must pay Annual Shortfa ll Liquidated Damages in an amount for each MWh that was not delivered equal to any positive difference between (i) the sum of (A) the weighted average of the Market Price Index during Contract Year 4, weighted by hourly Delivered Energy and (B) Green Value associated therewith, and (ii) $37.75.
2. Example #2: Shortfall Energy in the last Contract Year of an RPS Compliance Period, but no RPS Compliance Shortfall Energy
Actual Delivered Energy:
Contract Year 4: 700,000 MWh
Contract Year 5: 700,000 MWh
Contract Year 6: 600,000 MWh
Total for RPS Compliance Period: 2,000,000 MWh
Shortfall Energy for Contract Year 6 = 31,681 MWh
RPS Compliance Shortfall Energy = 0 MWh (since total Delivered Energy over the RPS Compliance Period exceeds the Guaranteed Delivered Energy for such RPS Compliance Period) Consequence:
Seller may remedy this Shortfall Energy for Contract Year 6 in the following Contract Year 7 (extended on a day-for-day basis resulting from the occurrence of an event of Force Majeure, but in no event longer than two (2) Contract Years fo llowing the end of C ontract Year 7) by delivering Replacement Energy at the Point of Delivery or delivering Delivered Energy in excess of 627,891 MWh (the Guaranteed Delivered Energy in Contract Year 7, as may be adjusted pursuant to Section 6.5) in the amount equal to 31,681 MWh. If Shortfall Energy has not been cured with Delivered Energy or Replacement Energy by the commenc ement of Contract Year 8, Seller must pay Annual Shortfa ll Liquidated Damages in an amount for each MWh that was not delivered equal to any positive difference between (i) the sum of (A) the weighted average of the Market Price Index during Contract Year 6, weighted by hourly Delivered Energy and (B) Green Value associated therewith, and (ii) $37.75.
3. Example #3: Shortfall Energy in the last Contract Year of an RPS Compliance Period and the same amount of RPS Compliance Shortfall Energy
Actual Delivered Energy:
ATTACHMENT 2
A2-310
X-3
Contract Year 4: 639,330 MWh
Contract Year 5: 635,494 MWh
Contract Year 6: 600,000 MWh
Total for RPS Compliance Period: 1,874,824 MWh
Shortfall Energy for Contract Year 6 = 31,681 MWh
RPS Compliance Shortfall Energy = 31,681 MWh
Consequence:
With respect to the RPS Compliance Shortfall Energy, Seller may remedy this shortfall by providing Replacement Energy during Contract Year 6 in the amount of 31,681 MWh. If the RPS Compliance Shortfall Energy has not been cured with Replacement Energy by the end of Contract Year 6, then Seller must pay (I) RPS Compliance Shortfall Liquidated Damages in an amount for each MWh that was not delivered equal to any po sitive difference between (i) the sum of (A) the weighted average of the Market Price Index during the last 90 days of Contract Year 6, weighted by hourly Delivered Energy and (B) Green Value associated therewith, and (ii) $37.75 and (II) any and all amounts of reasonably documented penalties or fines incurred or paid by any Participating Member as a result of such Participating Member’s noncompliance with EPS Law or RPS Law to the extent such non-compliance was caused by Seller’s uncured failure to provide the RPS Compliance Shortfall Energy.
With respect to the Shortfal l Energy for Contract Year 6, Seller will not owe any Annual Shortfall Liquidated Damages, as such Shortfall Energy has already been covered by remedies for the RPS Compliance Shortfall Energy pursuant to the immediately preceding paragraph.
4. Example #4: Shortfall Energy in the last Contract Year of an RPS Compliance Period and smaller amount of RPS Compliance Shortfall Energy
Actual Delivered Energy:
Contract Year 4: 639,330 MWh
Contract Year 5: 650,000 MWh
Contract Year 6: 600,000 MWh
Total for RPS Compliance Period: 1,889,330 MWh
Shortfall Energy for Contract Year 6 = 31,681 MWh
RPS Compliance Shortfall Energy = 17,175 MWh
Consequence:
ATTACHMENT 2
A2-311
X-4
With respect to the RPS Compliance Shortfall Energy, Seller may remedy this shortfall by providing Replacement Energy during Contract Year 6 in the amount of 17,175 MWh. If the RPS Compliance Shortfall Energy has not been cured with Replacement Energy by the end of Contract Year 6, then Seller must pay (I) RPS Compliance Shortfall Liquidated Damages in an amount for each MWh that was not delivered equal to any po sitive difference between (i) the sum of (A) the weighted average of the Market Price Index during the last 90 days of Contract Year 6, weighted by hourly Delivered Energy and (B) Green Value associated therewith, and (ii) $37.75 and (II) any and all amounts of reasonably documented penalties or fines incurred or paid by any Participating Member as a result of such Participating Member’s noncompliance with EPS Law or RPS Law to the extent such non-compliance was caused by Seller’s uncured failure to provide the RPS Compliance Shortfall Energy.
With respect to the remaining Shortfall Ener gy for Contract Year 6 (i.e., the Shortfall Energy (31,681 MWh) less the RPS Compliance Shortfall Energy (17,175 MWh), which is 14,506 MWh), Seller may remedy this shortfall in the following Contract Year 7 (extended on a day-for- day basis resulting from the occurrence of an event of Force Majeure, but in no event longer than two (2) Contract Years following the end of Cont ract Year 7) by delivering Replacement Energy at the Point of Delivery or delivering Delivered Energy in excess of 627,891 MWh (the Guaranteed Delivered Energy in Contract Year 7, as may be adjusted pursuant to Section 6.5) in the amount equal to 14,506 MWh. If such Shortfall Energy ha s not been cured with Delivered Energy or Replacement Energy by the commencement of Contract Year 8, Seller must pay Annual Shortfall Liquidated Damages in an amount for each MWh th at was not delivered equal to any positive difference between (i) the sum of (A) the weighted average of the Market Price Index for during Contract Year 6, weighted by hourly Delivered Energy and (B) Green Value associated therewith, and (ii) $37.75.
5. Example #5: Shortfall Energy in a Contract Year that is not the end of an RPS Compliance Period and some RPS Compliance Shortfall Energy
Actual Delivered Energy:
Contract Year 4: 600,000 MWh
Contract Year 5: 635,494 MWh
Contract Year 6: 631,681 MWh
Total for RPS Compliance Period: 1,867,175 MWh
Shortfall Energy for Contract Year 4 = 39,330 MWh
RPS Compliance Shortfall Energy = 39,330 MWh
Consequence:
Same as in Example 1, Seller may remedy the Shortfall Energy for Contract Year 4 in the following Contract Year 5 (extended on a day-for-d ay basis resulting from the occurrence of an event of Force Majeure, but in no event longer than tw o (2) Contract Years following the end of ATTACHMENT 2
A2-312
X-5
Contract Year 5) by delivering Replacement Energy at the Poin t of Delivery or delivering Delivered Energy in excess of 635,494 MWh (the Guaranteed Delivered Energy in Contract Year 5, as may be adjusted pursuant to Section 6.5 ) in the amount equal to 39,330 MWh. If Shortfall Energy has not been cured with Delivered Energy or Replacement Energy by the commencement of Contract Year 6, Seller must pay Annual Shortfall Liquidated Damages in an amount for each MWh that was not delivered equal to any posi tive difference between (i ) the sum of (A) the weighted average of the Market Price Index during Contract Year 4, weighted by hourly Delivered Energy and (B) Green Value associated therewith, and (ii) $37.75.
With respect to the RPS Compliance Shortfall Energy, Seller may remedy this shortfall by providing Replacement Energy dur ing Contract Years 4, 5 or 6 in the amount of 39,330 MWh reduced by the Shortfall Energy for Contract Ye ar 4 for which the Annual Shortfall Liquidated Damages have been paid pursuant to the immediately preceding paragraph. If the RPS Compliance Shortfall Energy (as reduced in the immediately preceding senten ce) has not been cured with Replacement Energy by the end of Contract Year 6, then Seller must pay (I) RPS Compliance Shortfall Liquidated Damages in an amount for each MWh that was not delivered equal to any positive difference between (i) the sum of (A) the weighted average of the Market Price Index during the last 90 days of Cont ract Year 6, weighted by hourly Delivered Energy and (B) Green Value associated therewith, and (ii) $37.75; provided, that, for the avoidance of doubt, the reduction of the RPS Compliance Shortfall Energy described in the first sentence of this paragraph shall not result in any refund of Annual Shortf all Liquidated Damages or the RPS Compliance Shortfall Liquidated Damages by Buyer.
ATTACHMENT 2
A2-313
Schedule 12.2(h) - 1
SCHEDULE 12.2(H)
TO THE
POWER PURCHASE AGREEMENT
BETWEEN
SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY
AND
MILFORD SOLAR PHASE II, LLC
SPECIFIED UPSTREAM EQUITY OWNERS AND
ORGANIZATIONAL AND OWNERSHIP STRUCTURE OF SELLER
AND UPSTREAM EQUITY OWNERS
This Schedule 12.2(h) may be updated from time to time by agreement of Buyer and Seller to account for a Change in Control that has been consented to by Buyer in accordance with this Agreement.
Section 1. Specified Ultimate Upstream Equity Owner.
Longroad Energy Holdings, LLC
Section 2. Organizational and Ownership Structure of Seller and Upstream Equity Owners.
Section 3. Principals:
Paul Gaynor, Chief Executive Officer
Peter Keel, Chief Financial Officer
ATTACHMENT 2
A2-314
Schedule 12.2(h) - 2
Michael U. Alvarez, Chief Operating Officer
Charles Spiliotis, Chief Investment Officer
ATTACHMENT 2
A2-315