SB 32 Feed-in-Tariff Joint IOU Form PPA Workshop Participating IOUs : Southern California Edison –...

SB 32 Feed-in-Tariff Joint IOU Form PPA Workshop

Participating IOUs :

Southern California Edison – Bill Walsh, Jerry Isaac, Todd LarsenSan Diego Gas and Electric – Brad Mantz & Abby Snyder

Pacific Gas and Electric – Carlos Abreu & Charles Middlekauff

SMALL RENEWABLE GENERATORPOWER PURCHASE AGREEMENT

FOR FACILITIES UP TO 3 MEGAWATTS

May 7, 2012

SB 32 (Feed-in-Tariff) Joint IOU Form PPA 2

• Introduction

• Review Responses to ALJ questions provided in the March 16, 2012 filing

• Review of Changes to Joint IOU PPA Terms • Changes Made in Response to Comments Received and

the Proposed Decision• Other Changes

• General Q&A on Joint IOU PPA (time permitting)

• Next Steps


• Scope • The scope of today’s workshop is to review:

1. Changes to the form PPA as a result of comments from the February 22 Workshop and subsequent submission of redline proposed changes

2. Changes required by the current language in the Proposed Decision (PD)3. Additional changes made by the IOUs.

• Discussion or debate of policy issues and the Proposed Decision is not within the scope of today’s workshop

• Objectives • The primary objective of today’s workshop is to communicate the terms of the

joint IOU form PPA and discuss these terms

• Joint IOU Process• The joint PPA is a result of a CPUC ruling to create a single IOU contract for the

SB32/Section 399.20 program using PG&E’s existing FiT PA as a starting point

• The joint IOU PPA balances the needs of the Buyer and Seller and tries to create alignment with the terms and conditions of existing IOU PPAs


ALJ DeAngelis requested a reference to the California Independent System Operator (“CAISO”) protocols regarding telemetry referenced in Appendix F of the Joint IOU PPA.

• The CAISO Business Practice Manual for Direct Telemetry can be found at the following link: https://bpm.caiso.com/bpm/bpm/version/000000000000158

https://bpm.caiso.com/bpm/bpm/version/000000000000158


ALJ DeAngelis requested that the Joint IOUs explain the differences with regardto Western Renewable Energy Generating Information System (“WREGIS”) certificates andwhether the IOU acts as the Qualified Reporting Entity (“QRE”).

• PG&E and SDG&E generally do not serve as the QRE or Account Holder for the Seller’s facilities in WREGIS.2 PG&E communicates with and provides support to the Seller on the Seller’s requirements to register as an Account Holder, register the Generating Unit, and designate a QRE. The Seller has better access to the documentation necessary to register the Generating Unit with WREGIS, and as Account Holder, Seller is more easily responsible for WREGIS fees and is better positioned to resolve meter data and certificate discrepancies with WREGIS. PG&E works with Sellers and WREGIS to resolve issues with RECs for individual facilities, and issues affecting multiple account holders, such as the creation of RECs during test energy and phased CODs. The Seller is ultimately responsible and held accountable for delivering the correct amount of WREGIS Certificates to PG&E and SDG&E.

• As the QRE and Account Holder of Seller’s WREGIS certificates, SCE directly manages the WREGIS certificates for the purpose of satisfying the requirements of the California Renewables Portfolio Standard and ensuring that all compliance actions are taken in a timely manner. Directly managing the WREGIS certificates minimizes the administrative work involved in truing up any discrepancies between Buyer and Seller. As the QRE and Account Holder of all of the renewable projects in its portfolio, SCE believes it is in a better position than the Seller to manage the issuance and tracking activities in WREGIS.


1. Documents Included2. Seller’s Facility and COD3. Contract Capacity and Quantity; Term; Contract Price; Billing4. Green Attributes; Resource Adequacy Benefits; EIRP Requirements; ERR Requirements5. Representation and Warranties; Covenants6. General Conditions7. Indemnity8. Limitation of Damages9. Notices10. Insurance11. Force Majeure12. Guaranteed Energy Production13. Credit and Collateral Requirements 14. Events of Default and Termination15. Scheduling Coordinator; Forecasting Penalties; CAISO Penalties; Governmental Charges16. Release of Information and Recording Conversation17. Assignment18. Governing Law19. Dispute Resolution20. MiscellaneousAppendices


Sec. Title Changes from Prior Draft PPA Comments

4.6

Compliance Expenditure

Cap(cont.)

4.6.2 If Seller reasonably anticipates the need to incur out-of-pocket expenses in excess of the Compliance Expenditure Cap in order to take any Compliance Action, Seller shall promptly provide Notice to Buyer and documentation to demonstrate the expenses incurred up to the Compliance Expenditure Cap and such anticipated out-of-pocket expenses.

4.6.3 Buyer will have ninety (90) days to evaluate such Notice and documentation (during which time period Seller is not obligated to take any Compliance Actions described in the Notice) and shall, within such time, either (1) agree to reimburse Seller for all or some portion of the costs that exceed the Compliance Expenditure Cap (such Buyer-agreed upon costs, the “Accepted Compliance Costs”), or (2) waive Seller’s obligation to take such Compliance Actions, or any part thereof for which Buyer has not agreed to reimburse Seller. Notwithstanding the foregoing, if Buyer, in its sole discretion, elects to seek CPUC approval before Buyer agrees to reimburse anticipated out-of-pocket expenses that exceed the Compliance Expenditure Cap or waive Seller’s obligation to take such Compliance Actions, Buyer may seek CPUC approval, during which time period Seller is not obligated to take any Compliance Actions described in the Notice.

4.6.4 If Buyer agrees to reimburse Seller for the Accepted Compliance Costs, then Seller shall take such Compliance Actions covered by the Accepted Compliance Costs as agreed upon by the Parties and Buyer shall reimburse Seller for Seller’s actual costs to effect the Compliance Actions, not to exceed the Accepted Compliance Costs.

See Above.



14.9 Transmission Cost Termination Right

Buyer has the right to terminate the Agreement if (1) Seller’s interconnection study results or agreement reflects transmission upgrade costs exceeding zero dollars or(2) Buyer must procure transmission service to allow Buyer to schedule Energy from the facility.

However, Buyer may not terminate the Agreement if Seller irrevocably agrees to buy down the upgrade costs unless FERC, CAISO, or any Transmission/Distribution Owner rejects Seller’s interconnection agreement or modifies it in a manner that would make Seller unable to buy down the upgrade costs.

Added language to enable Seller to continue the development of the project if subsequent studies show that the project triggers transmission upgrade costs.

14.10 Permit Termination Right

Either Party has the right to terminate this Agreement on Notice, which will be effective five (5) Business Days after such Notice is given, if Seller has not obtained permits necessary for the construction and operation of the Project within sixteen (16) months after the Execution Date and a Notice of termination is given on or before the end of the seventeenth (17th) month after the Execution Date; provided that prior to any termination by Seller under this Section 14.10, Seller must have taken all commercially reasonable actions (including but not limited to Seller’s timely filing of required documents and payment of all applicable fees) to obtain such permits.

Added language to address Ignite Solar’s comment that Seller should have a termination right if Seller was unable to obtain necessary permits to meet contract obligations.



Appendix A Definitions “Accepted Compliance Costs” has the meaning set

forth in Section 4.6.3.Added definition to align internal references.

Appendix A Definitions “Aggregate Network Upgrade Costs” has the meaning

set forth in Section 14.9.1.1.Added definition to align internal references.

Appendix A Definitions

“Aggregated Telemetering Cost Cap” has the meaning set forth in Appendix F. [Only applicable if Facility is less than 500 kW]

Added definition to align internal references.


“Aggregated Telemetering System” has the meaning set forth in Appendix F. [Only applicable if Facility is less than 500 kW]



“Aggregated Telemetering System Installation Costs” means initial costs to Seller for the purchase and installation of the Aggregated Telemetering System. In no event shall “Aggregated Telemetering System Installation Costs” include ongoing operating expenses of the Aggregated Telemetering System following its initial installation, including but not limited to communication costs and costs associated with maintaining a T-1 line. [Only applicable if Facility is less than 500 kW]





“Bankrupt” means with respect to any entity, such entity:a)Files a petition or otherwise commences, authorizes or acquiesces in the commencement of a proceeding or cause of action under any bankruptcy, insolvency, reorganization or similar law, or has any such petition filed or commenced against it;b)Makes an assignment or any general arrangement for the benefit of creditors;c)Otherwise becomes bankrupt or insolvent (however evidenced);d)Has a liquidator, administrator, receiver, trustee, conservator or similar official appointed with respect to such entity or any substantial portion of its property or assets; ore)Is generally unable to pay its debts as they fall due.

Added definition to address Clean Coalition’s comments.


“CEC Certification” means certification by the CEC that the Facility is an ERR and that all Energy produced by the Facility qualifies as generation from an ERR.



“CEC Pre Certification” means provisional certification of the ‑proposed Facility as an ERR by the CEC upon submission by a facility of a complete CEC-RPS-1B application and required supplemental information.



“CEC Verification” means verification by the CEC based on ongoing reporting by Seller that the Facility is an ERR and that all Energy produced by the Facility qualifies as generation from an ERR.

Moved from Section 4.5




“Inverter Block Unit Capacity” means, with respect to each Inverter Block Unit, the total rated electric alternating current energy generating capacity of such Inverter Block Unit, determined as the lesser of:a)The manufacturer’s output rating of the Current Inverter included in such Inverter Block Unit, consistent with Prudent Electrical Practices and accepted industry standards, as indicated on the nameplate physically attached to such Current Inverter;b)The sum of the manufacturer’s nameplate ratings of all Photovoltaic Modules included in such Inverter Block Unit, consistent with Prudent Electrical Practices and accepted industry standards, as indicated on the nameplates physically attached to such individual Photovoltaic Modules; andc)The continuous power output rating at the expected operating power factor of the Inverter Block Unit’s medium voltage transformer.[for solar photovoltaic technology]


Appendix A Definitions “JAMS” means JAMS, Inc. or its successor entity, a

judicial arbitration and mediation service.

Added definition to address comments from Clean Coalition and Jan Reid.

Appendix A Definitions “kWh” means kilowatt-hour. Added definition to align internal

references.

Appendix A Definitions “kWPDC” means peak DC power. [for solar

photovoltaic technology]Added definition to align internal references.



Appendix M

Procedure for Demonstration of Contract Capacity

1. Seller’s Notice of Demonstration Date.Seller shall provide at least thirty (30) days prior

Notice to Buyer of the date selected by Seller (“Demonstration Date”) during which Seller intends to demonstrate the Contract Capacity. Upon Buyer’s request, Seller shall make reasonable efforts to reschedule the Demonstration Date. [for solar photovoltaic and wind technologies]

Seller’s Notice of Demonstration Hour.Seller shall provide Notice to Buyer of the date

and hour selected by Seller during which Seller claims it has demonstrated the applicable Contract Capacity (“Demonstration Hour”). [for technologies other than solar photovoltaic and wind]

Added language to provide greater clarity to the demonstration of Contract Capacity.



Appendix M

Procedure for Demonstration of Contract Capacity

(cont.)

2. Demonstration of Contract Capacity. Subject to Section 4 of this Appendix M, Buyer shall

complete a Site visit on the Demonstration Date to verify that the Facility was developed in accordance with the Facility and Site description set forth in Appendix E and to determine the Demonstrated Contract Capacity [and Installed DC Rating [solar photovoltaic technology]].[for solar photovoltaic and wind technologies]

Demonstration of Contract Capacity.

a) Unless Buyer provides timely Notice to Seller that additional days are required to substantiate data, Buyer shall, within thirty (30) days after Seller’s Notice of the Demonstration Hour, retrieve interval data downloaded from the meter specified in Section 6.2.1 or Check Meter, as applicable, for the twelve (12) hour periods before and after the Demonstration Hour; and

b) Buyer may, at its sole discretion, complete a Site visit within thirty (30) days after Buyer’s receipt of Seller’s Notice of the Demonstration Hour to verify that the Facility was developed in accordance with the Facility and Site description set forth in Appendix E. [for technologies other than solar photovoltaic and wind]

See above.


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