HomeMy WebLinkAbout2021-09-16; Clean Energy Alliance JPA; ; Approve Execution of a Long-Term Renewable Energy Agreement with San Diego Gas & ElectricSeptember 16, 2021
Long-Term Renewable Agreement
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The agreement with SDG&E meets the requirements of S8350, as well as meets CEA's JPA goal of
focusing on Portfolio Category 1 renewable energy. CEA's long-term contracting requirement began in
2021, and this agreement will fill a portion of CEA's need for 2022-2031.
CEA plans to layer in additional long-term renewable energy by issuing a solicitation in the next few
months.
FISCAL IMPACT
Funds for the long-term renewable power purchase agreement will come from revenue generated from
CEA customers and costs are within the assumed costs in the CEA proforma that was used to set CEA
rates.
ATTACHMENTS
Draft Agreement between SDG&E and Clean Energy Alliance for Long-Term Renewable Energy
Draft: for discussion purposes only.
2025 -2026 -2027 -2028 -2029 -2030 -2031 -Commencing on the Allocation Start Date and,.9ontinuing through the remainder of the
Delivery Period, the applicable Contract Quantity Jo be delivered in any calendar year
shall be Buyer's RPS Energy Allocatiol),'as defined below, subject to the following
adjustments: ' ,, .,
(a) If the Allocation St~rt Oate-.. bi::curs after January 1st, the Contract
Quantity shall b_e-ratablY,.allocatep between the Annual Delivery Amount
and Buyer's ~PS Eri~rgy Allocatio11 as_follows:
(b)
[(the th~n-curre~t Annual Deliv~ry Amount) x (the number of
calendar.dais between January fst,ahq the Allocation Start
Date I the··nu'mber of days in the calendar-year)] + [(the then-
current Buyer.•s'·RPS Energy Allocation). x._(the number of
( ca_lendar days between the Al!oc~tion Start D9te a_nd December
.. 31 st./,!he number of.day~ in, the calendar year)]·· .. ·,,
If Buy~r's ·RPS Energy ·Allo-~tion for, calendar year 2023 ·or calendar
year -.2924/ is. l~s~. than the'2.92~·: or 2024 Annual Deli~ery '}\mounts,
------· . respectively, tfie _Contract QuantiJy' for the applicable deficient calendar
· ....... year shail:p~-the applicable Annu·al..Deljvery Amount identified for 2023
... -··-. -. ···and/or 2024, above .. -.· ··•... '· ... •.
··~ -..... \a\ ·._ ~ ... , ·-~..... •• ..... "· .•
· .. , (c) ·1r_ th~ CPUC mpaifies su_bsection _(i) of tl:le · d~finition of Buyer's RPS
. •• Energy Allocatioh tliat changes .allocations on a date other than January
'· ' :, •,. 1st \>f any calenda~ ~ear (~ther than on. the Allpcation State Date, as
· •, ,, address1 above), the'· qontract Quantity .for 'th~t calendar year shall be:
· ,_·-./[(the n~1iira1Jnual Bi:iy~r's RPS Energy).ll~cation) x (the number
, ·.. o{-calendar. day~ betw~eh, January 1st and the start of the new
· arinl,!al Buyer~s RR~ En~rgy Allocation amount I the number of
· ··. days :Jr;i the calen_dar ~ea~)] ··t [(the most recent Buyer's RPS
'\, Energy':A,l_~ocationfx.(!_he,n,umber of calendar days between the
·start of the·-new annual·B.uyer's RPS Energy Allocation amount
-..._ ahd December. 31 st / the number of days in the calendar year)]
· ... · (d) If, ~-~ri~-g the ~eliv~ry, Term of this Agreement, a CPUC action results
· '·.. "· in an' .all6cation to•. Buyer of a portion of Seller's PC IA-eligible RPS
··. . Energ~ Portfolio without a MWh for MWh reduction to account for the
··,· .. :. ·, .quantities sold under this Agreement, Buyer's RPS Energy Allocation
· • .. shall be reduced on a MWh per MWh basis.
··.... ./
"Buyer's RPS Energy AJlocation" means the quantity of Product to be delivered from the
Project during the 'applicable calendar year, or pro rata portion of the final partial
calendar year remaining in the Delivery Period, as applicable, in an amount equal to the
product of: (i) Buyer's election percentage of its forecasted annual load share,
incorporating its then current vintage composition, listed in Seller's approved annual
RPS Plan, and (ii) the quantity of generation from Seller's PCIA-eligible RPS Energy
Portfolio of Long-Term Contracts.
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Draft: for discussion purposes only.
Quantity, above, shall be deemed to be included as Buyer's load share allocation of the
PCIA-eligible RPS Energy Portfolio, as defined in D.21-05-030.
Either Party has the right to terminate this Confirmation upon notice in accordance with
Section 10.7 of the Master Agreement, which will be effective five (5) Business Days
after such notice is given, if: (i) the CPUC does not issue a final and non-appealable
order approving this Agreement or the requested relief contained in the related advice
letter filing, both in their entirety, (ii) the CPUC issues a final and non-appealable order
which contains conditions or modifications unacceptable to either Party, or (iii) CPUC
approval has not been obtained by Seller, 09~or:.pefore March 31, 2022.
The date on which CPUC approval of thi:(Confirtliation has been obtained, or waived
by Seller in its sole discretion, shall hereinafter.b~ the "Condition Precedent Satisfaction
D t " / : . '· a e. .,:·: ., "' •,,
',:,\. .. ,. , , ~~,P ·,,. , ~.:-,
Any termination made by a Par!y Gn~erJhis secti~n ~),all be without liability or obligation
to the other Party. ,, > ',< .. '•,,
/_,,I', ' ~ /., ~ .. , .,
Notwithstanding any othe( provi~lon in this Confirmatiqri,'·qeller will have no obligation
to transfer, and Buyer shall'h?ve no obligation to receive 9r pay for, Product unless the
Condition Precedent Satisfadion'Elate has occurred. ·,< ' ., -....;..._, .:..,.•.. '< •", ..
. -':::"':~, .. ~.~ ·.... ~,
1'A.~Tip1£~~-DEFl~iT,dN~,/./ .. i ..... ) ·,,,, '•··,.,,
'._••. . ... , ' ." ~•,., '\.,'\'~ ,F• •, •,. •.,,_ "-~
"Allocation Start Date" means the date on which thef PUC determines that Buyer's RPS En·ecgyAllocation
should commence. ..,, .. ---, .. ,.... · \, · .. ·.\ '•.,. < ··~•-.. · · ..... ,"' ',, ., ·,.,< · 1 . / ' •. ·•~, "··· ' ~-. '•i _. .... "· ·,. ·~ ... •
"Alternate Monthly REC Markef Price" is defihed,in thE!l'Green Attributes Price section of this Confirmation.
"Annual True-Up" :~as thEi··;~~nind1et forth in\e2tion 5~(-a);-.below. · .. , , ·· .... , , .. .. '•-: .. ' .~.._, ·,,_~ .. : '\., -~)-· ....
"Buyer'' means "Purcha~er:, \.\ \ \. \, ,·' . . ··• .. , ...
• ' '\,., '. l,, ·.. • \_ ••· < ,· ~...... •• " '·. '•
"Buyer's·RPS·Energy Allci'c~tion" has the meaning sehorth above in the Contraci'aJantity. ,.,,·" ' ~---......... '•·.,,' --.. \ ) \\ ·-.., ... .,,./' "·. ·-..... '••~--
"C~ISO" m_eans.the California'lndependent-Sy~tem Operator. , ·)
"Cli:l~O E·~ergy" m~~hs::En~rg;"·a;,defioed•·in_'~he'T~riff. \<:\•., ..
... ,, .... _ -..... . ........ "'-~ ·. ' ·-.... ~ . ":::.. '\ \
"CalculatiorH~eriod" has th'e rnear,ing 'set forth in Section ·5~ 1, beloVi(.
"California'··.R~:~e~ables Portf~iio,~t~,11d~rcf'.,;6r-,:RPS" ;;;ea~-~'U1~··rerlewable energy program and policies
established by California State Seh$te,Bills 1'078';-«:1 -2 and.350,:codified in California Public Utilities Code
Sections 399.1 fthro·ugh 399.32 and•California'P.uolic Resources Code Sections 25740 through 25751, as
such provisions are·a_mended or supplem'ented from tirne to time.
·,..... '·~.... \ >· '!'\J '\ ..... J;::::·'\.
"CBA" means the California-Balancing Al:lthority. ·¾"j ~.... ·,,_ ' \
"CEC" means the California:,Energy Commission, or its regulatory successor.
'"~. '":.. /'. .> i
"Condition Precedent Satisfactibq Da!e;,mean;:, the date on which CPUC approval, as fully described in the
"Condition Precedent" provision, lia~ been obtained or waived, by Seller, in its sole discretion .
.. ,, -<, r/
"Contract Capacity" means the amount-·d~t~rmined by Seller in accordance with the Scheduling Obligations
section of this Confirmation.
"CPUC" means the California Public Utilities Commission or its regulatory successor.
"CPUC Approval" means a final and non-appealable order of the CPUC, without conditions or modifications
unacceptable to the Parties, or either of them, which contains the following terms:
(a) Approves this Agreement in its entirety, including payments to be made by the Buyer,
subject to CPUC review of the Buyer's administration of the Agreement; and
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Draft: for discussion purposes only.
(b) Finds that any procurement pursuant to this Agreement is procurement from an eligible
renewable energy resource for purposes of determining Buyer's compliance with any obligation
that it may have to procure eligible renewable energy resources pursuant to the California
Renewables Portfolio Standard (Public Utilities Code Section 399.11 et seq.), Decision 03-06-071,
or other applicable law.
CPUC Approval will be deemed to have occurred on the date that a CPUC decision containing
such findings becomes final and non-appealable.
Notwithstanding the foregoing, if a Tier 2 or Tier 3 advice. letter process is used to obtain CPUC
Approval of this Agreement, CPUC Approval will also b.e'deemed to have occurred on the date that
a CPUC Energy Division disposition which contain,~'§uch fi,ndings or deems approved an advice
letter requesting such findings becomes final an~,flon-appealable. [STC 3 -CPUC APPROVAL,
NON-MODIFIABLE] ,/ . _, :"
\ •• r'
"Day-Ahead" has the meaning set forth in the Tariff;'<"· .. _,./
"Delivery Period" means "Delivery Term". ,.-./ ) ,.
"Final Adder for RPS" means the PCIA Market Pric;e Benchmark Final Adder for RPS, (in $/MWh) for the
then-current calendar year, as determined and ~iss.tied by the CPUC in the Ca!culation of the Market Price
Benchmarks for the Power Charge Indifference Adjustment Forecast and True·-Up;,pursuant to D. 19-10-
001 and subsequent decisions. / •·., '-. .. __ '-..... .. ·.,. · ·.. ·
"Forecast Adder for RPS" means t~e PCIAMarket Pric~·'B.~richm.ark F~·recast Adde~ fqr.RPS, (in $/MWh)
for the then-current calendar year, as· determihe_p and issued.py·the CP,UC in the Calculation of the Market
Price Benchmarks for the Power Charge Jri'differehce Adjustment Forecast and True Up, purs_u~nt to D. 19-
10-001 and subsequentcl~_cisions. · .. ',.\ ··•, ... ·•.. • ... ., · '
"Governmental Auth~~ity" ;;,eims. any fede~~I. ~tate; 'ic:>cal or ~unitipal government, gov~r~mental
department, comrnissiori·, boa(d, ·t1ureau, ag!3ncy, or 'instrur:nentality,_ or. any judicial, regulatory or
administrative body, ,hav!ng jurisdic_tionas to the'qiatter in qi.ie~tion._ •.. .
~. . \ ' ', ," .•
"Green Attributes" means···apy and ·al.I credits, ben~fit~. erhissions redl,!ctioris, off!3ets, and allowances,
howsoe_ver·entitl,ed, attribi.Jtaole to the generation from the Proj!3d, and_ its· avoideq emission of pollutants.
Green Attributes 'include bu'tani not limited\to Renewabl!3 'En_ergy Credits; as\vell as:
,.· •• --·• ·~ ·,., ....... ✓• '·-,,_, ',( ', • ' ,·
(i) any ~void~d emission of pollutan!_s to the,.afr, soil or water such as sulfur oxides (SOx),
nitrogen .oxides (NOx), caf6on·motibxide (CO) and other pollutants; ...... . '. -. .. ....... .. __ •, ·· .. , \. ·.
(ii)_ any avoided. en:iissions '·of carbdn. diox!de'\(CQ2), methane (CH4), nitrous oxide,
,. · ·-hydrofluoroca·rb9ns, perilu_orocarbons>suJfur hexa~uoride and other greenhouse gases
·· ... (GHGs) that have_ b'e~n det~rmir,ed by tne-.~nited Nations Intergovernmental Panel on
·climate Change, or. otherwise"by,law, to contribute to the actual or potential threat of
altering the Earth's dimat~ by trapping heat in the atmosphere;1
(iii) the r~porting rights to\b~~~ avoided ~-missions, such as Green Tag Reporting Rights.
Green Tag Reporting Rigl;lts are the right of a Green Tag Purchaser to report the ownership
of accumulat~d (.reen n1'gs i~ compliance with federal or state law, if applicable, and to a
federal or state agency,6r any other party at the Green Tag Purchaser's discretion, and
include without 'limitation th,ose Green Tag Reporting Rights accruing under Section
1605(b) of The Energy Po!icy Act of 1992 and any present or future federal, state, or local
law, regulation or bill, and.international or foreign emissions trading program. Green Tags
are·accumulated on a MWh basis and one Green Tag represents the Green Attributes
associated with one (1) MWh of Energy.
Green Attributes do not include;
Avoided emissions may or may not have any value for GHG compliance purposes. Although avoided emissions are included in
the list of Green Attributes, this inclusion does not create any right to use those avoided emissions to comply with any GHG
regulatory program.
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Draft: for discussion purposes only.
(i) any energy, capacity, reliability or other power attributes from the Project,
(ii) production tax credits associated with the construction or operation of the Project and other
financial incentives in the form of credits, reductions, or allowances associated with the
Project that are applicable to a state or federal income taxation obligation,
(iii) fuel-related subsidies or "tipping fees" that may be paid tq Seller to accept certain fuels, or
local subsidies received by the generator for the destruction of particular preexisting
pollutants or the promotion of local environmental benefits, or
(iv) emission reduction credits encumbered or use9··by._ the Project for compliance with local,
state, or federal operating and/or air quality gefmits:\
/' ' ' • ,I
If the Project is a biomass or biog as facility and S~llfu-~eceiive~ any tradable Green Attributes based
on the greenhouse gas reduction benefits or 9tner erTJi?sior offsets attributed to its fuel usage, it
shall provide Buyer with sufficient Green 1ttribLJte~. to en_~ur~ that there are zero net emissions
associated with the production of electriciW'frorhthe'Project:'[STC 2 -WREGIS TRACKING, NON-
MODIFIABLE] .. / · .. • ;) ',< ',.,,
A .. / ~ '
"Integrated Forward Market" has the meaning'-set forth in the Tariff. ·, ....... ~. .. ....
"Long-Term Contract" means any RPS power purchase and sale agreement;:between Seller and a third
party generator which has at least ten_ (10) years re"ni~ihi~g in its delivery term as oMj,e Start Date or, for
facilities added to Exhibit A after th~ Start_ Date, the date. wh~n its g~ne~~tion facilitie~ ~r~ added to Exhibit
8, from which Seller shall re-sell Prqguct'.toBuyer undehtt,is-,f,gr,eement, and which·othecyvise meets the
Seller representations and warranties·'setJ6rth·io Article 6 oftj,is•Agreement. \., '·,.
"Market Disruption Event" has the mea~'in;:.~~t;f;rth•iQ the Gr~~-n .Attti,utes Price above. · •.: i•,_ '·,
"Monthly Cash Settlenieri"t7i,mount" has th~--~~aning:~~t"forth in S~ct/~n-5.2, below. ·, 1
"PCIA" means thefower-Charg~--lridifferenc~·Ad}ustm:~t i~!).--18-10--~19,~nd subsequent decisions.
"PCIA-eligible RP~ E11_e-~g~ Portf~ttcl~epns the ~b~lor of s;Jier~Ein~rgy ~~p~l~·portfolio determined to be
eligible for allocation pur~uarit to the linal,and non-appElal~l:Sle C~UC. D,~1-05~0~0 9r other Governmental
Authority action._ ···, .. ·, .. _ \ \ '\ · • .. • ,., ····.,.. ·-··• .. ~)
.,1·' ,, ----. ...,,., ~.\::·.·"'..... 1 ·\ \~,:· ' .. /' ', .. ,":._
"Ta,riff' m~c1ns. t):le tariff and . protpc;ol provi~jons, including any current· ,C~ISO-published "Operating
Pr69edur,es" and "Business Practice Manuals,"··a~ amencl~d'or supplemented from time to time, of the
CAISO. · , .. , '·,.,_ .. . , .---, ......... •. ,. \, :.''· ... .
...... ·... ··· .. ·,., ··., .'·,. .. .... :>., ·-~· ....
'True-Up-J::>aYf!lent" has the-,m~aning setJortJ, in Se6tiqn 5:41a)',-.~elow.
~-~ ·, ·.... ··. ...... ·.. " . ., ',
"Vintage" means t~e calendar ye9r. ar;i.d month·during the 'DEl!ivery'Period in which the WREGIS Certificate
is created through the generation of, tne Product."'"·,.. ,, <.., 1 ... . .. '' ' .... ....
"WREGIS" means·· t~~-VVestern Re'~~v:;able E.ne~gy,.J3eneration Information System or other process
recognized under appli~abl~ laws for the, re'gistrationijtar;isfer or ownership of Green Attributes.
··-. ·,.. '._ \ ··"<..:.,. .. '
"WREGIS Certificate" means''!Certificate't as-.defined by WREGIS in the WREGIS Operating Rules.
"WREGIS Operating Rules',"ril~~r,s_the ~Jera~lng rules and requirements adopted by WREGIS. ·, "·. •• J ···· .. ~.,.,,.. !'
-., )·I
ARTICLE 3. CONYEYANCE OF RENEWABLE ENERGY
3.1. Seller's Conveyance Of Electric Energy
Except as stated in this Section 3.1 and beginning on the first day of the Delivery Period and throughout all
applicable months of the Delivery Period, Seller shall deliver and sell, and Buyer shall purchase and receive,
the Product, subject to the terms and conditions of this Confirmation. Seller will not be obligated to sell or
replace any Product that is not or cannot be delivered as a result of Force Majeure.
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Draft: for discussion purposes only.
The electric energy transferred hereunder is transferred immediately to Buyer. Should any electric energy
provided by Seller under this Confirmation be determined to not have been transferred to Buyer immediately
or to have originated from a resource other than the Project, Seller shall remedy such failure in a manner
reasonably acceptable to Buyer within a reasonable period of time after written notice of such failure is
given to the Seller by the Buyer.
In the event that electric energy being transferred from Seller to Buyer originates from a facility outside of
the state of California that does not have a pseudo-tie arrangement with the CBA, Seller shall provide Buyer
a reconciliation consisting of hourly meter data, tag data and a~~ociated calculations, lesser of .each by
hour, for each vintage month of RECs delivered to Buyer unde_r,this'Confirmation.
t'' ;.
! /
3.2. Seller's Conveyance Of Green Attributes
/ ,. '
(a) Green Attributes. Seller hereby proyid.~s.ans:H::~~v.~ys .. all Green Attributes associated with
all electricity generation from the Project to Buyer.,,a·s part ofthe Prod4ctb.eing delivered. Seller represents
and warrants that Seller holds the rights to all Green Att~ioutes from the··prciject, and Seller agrees to convey
and hereby conveys all such Green Attributefto Buyer as included in ttie.d~liyery of the Product from the
Project. The Green Attributes are delivered anfl cqnveyed upon completio_n o~ all actions described in
Section 3.2(b) below. [STC 2 -GREEN ATTRIBUTES, NON-MODIFIABLE] '·, . -. ~ '\ •, .... ' ... ...,
(b) Green Attributes lriiti~ily Credited to Sell~·r·s WREGIS Account .
(i) During the ~~liv~;),eri~d. Selle·;:•at:!ts ~~n coi~ and expens~>&~altmaintain its
registration with WREGIS. All Gr;eerfA~ributes transferred by•Seller hereunder shall-be designated
California RPS;co!J!pliant with WREqlp'.' S_eller:.shall, at its.~ole_expense, use WREGl·s.~s·r!3quired
pursuant to the WREGIS Operating Hules to·eJfectuate the trcmsf!;lr of Green Attributes to-Buyer in
accordance{ with V,\/REGIS r~porting pr9tocols and WREGIS Op~rating Rules.
•\, _;•' • ',,_ •• ... , ~.,~ ~~.. • ............ ""'•••~.... ···.,~ ••• ... L,
(ii) ·For each applicable month of the Delivery Period, Seller shall deliver and convey
the Green Attributes associat~d ... ~ith the ~lyCt(i~.-energY, -dEi1ver.9d in· $action 3.1 within five (5)
,.Business Days after th~ end of'the:•month in wh[ch the W,REGIS.CertiftcatesJdr the Green Attributes
,· are createa·by properly transf~rring such WREQIS Certificates,'iri _ac'cordance with the rules and
regulations of VV.REGIS., eqt.fivalenrto. the quantity .. of Green Attributes to Buyer into Buyer's
WREGIS account· such that all right". title· and interest. in and to the WREGIS Certificates shall
··· . .,transfer from Seller __ ~d-Buyer; . ·< ·• .. '-. ., '\,. \,.
·,,_ ·(iii) In additiori-to its'o~h·er. obligati6r-i~ ·und;r-.tbis Section 3.2, Seller shall convey to
Buyei-WREGIS Certificates from the-Prbj!;lct that are of t~e same Vintage as the Product that was
provided· u.ntler Section 3. fo_fthi,s Confirmation. ··. -·
ARTICLE 4>·.PE~FORMANdE ASSURAN~E;, CPUC FILING AND APPROVAL
• ~ \ ..._ __ .1 .
4.1. Performance As~ui:ance \ · \
··.• / \
Notwithstanding anything herei~ or"rn-.th~ Master Agreement to the contrary, Performance Assurance shall
not be required from either Party in c~nnec!idn with this Transaction.
'· •.... ·.,,,
4.2. CPUC Filing and Approval
Within thirty (30) Business Days after the Confirmation Effective Date, Seller shall file with the CPUC the
appropriate request for CPUC approval of this Agreement and possibly other agreements. Seller shall seek
CPUC approval of the filing, including promptly responding to any requests for information related to the
request for CPUC approval. Buyer shall use commercially reasonable efforts to support Seller in obtaining
CPUC approval. Seller and Buyer have no obligation to seek rehearing or to appeal a CPUC decision
which fails to approve this Agreement, or which fails to meet the requirements contained in the Condition
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Draft: for discussion purposes only.
Precedent section. Notwithstanding anything to the contrary in the Confirmation, Seller shall not have any
obligation or liability to Buyer or any third party for any action or inaction of the CPUC or other Governmental
Authority affecting the approval or status of this Confirmation as a transaction eligible for portfolio content
category, as defined in California Public Utilities Code Section 399.16(b)(1).
ARTICLE 5. COMPENSATION
5.1. Calculation Period
,-.
The "Calculation Period" shall be each calendar month, or po1idn the,reof, during the Delivery Period.
,,/"., ,. . ,,/ ...
5.2. Monthly Cash Settlement Amount / · ,/ ,,., ·,_\
r✓'. .... • ..
Buyer shall pay Seller the "Monthly Cash SettlementA~ount/fn.ar'r~ars, for each Calculation Period in the
amount equal to the sum of (a) plus (b) minus (c),,.~he?e; ·.c/ '·, •• _ '··,, .
.,.t'~', ,:~•:\\• ,.....:I ~~. ~._' ~ > ....
(a) equals the sum, over all hour~ of t~e'Calculation Period,·qf th.e applicable Index Price for
each hour, multiplied by the quantity of CAISO. Eoergy scheduled, delivered' and received pursuant to
Section 3.1 during that hour; '·,.,_ • ···... ·. · .• '>.
(b) equals the produc(;fthe. Green A~;;~btJsr,i:>rice multipl,ied by t~~--1~~-~e~ of (i) the CAISO
Energy scheduled, delivered and reb~ive~·•pu.rsuant to S~ctioh,~._1,·8uring,1that hour, and. (ii).,the quantity of
Green Attributes (in MWhs) Seller expects:to·d~liver or credJrto Buyer's VVREGIS acco!,Jntpursuant to
Section 3.2 during the applicable Calculatiorf P~riqd; and ·,..... · :.· ',. '•.
,, .. -· ~--· ..... ,.,,.. \•-.:.'.:.>{:, '~ .... ·,.. >:.,->'.·..,,., •, ~V,. · .,,\ ""··-.. ..• , •,
(c) eqyals the sum,._over all ho□rs':of tne :qalc4lation Peri_od, .. of the applicable Index Price for
each hour, multiplied by)he q~ahtity of CAIS,9 -~nergy .. sche.duled, de!ivered and received pursuant to
Section 3.1 during'-tt,at liour. ·•. ''·, \ '\ ·,, '·,. . ..... . ·· .. , '',...... \ \<:·:·..... ··-, .. '·.,_ ···-.~--··
5.3. Payment Date·.. ·,, -. . \ '-· \ ,··• .. : ··. "<.
~··/· -~~-~----~.-.......... , '\"·:: .. "•..._ \:. \ \\_-·· ·,:,.'.,.;"~·' '•· ... ,.. . .... ~-.. :'
No~ithstanding any.provision to,Jhe ,.contrary in Article: 6 of the Master· J.\gre~ment, payments of each
Morthly <;ash Settler:rient.Amount by Buyer to Seller und~~)his Confirmation· shall be due and payable on
or before.the later of (i)-tt,e twentieth (201~)-day..:of th.e montli\in which Buyer receives from Seller an invoice •. . " \ ', ' .; '• .. -~~ ~.. ·~ for the'Galculation Period'to,which the,Mon.thly Cash,Settlemeht Arrount pertains, and (ii) ten (1 O) Business
Days, or;•·i{suqh day is not a'Business ·o?y;-t/ien on the_ next Bu~irie?s Day, following receipt of an invoice
issued by Se\ler .for the applicabl_e 'Gplculatign·-Period. The invqice_.shall include a statement detailing the
portion of Proclucftransferred to Buyer..during.,.the.9pplicabl~·C~lculation Period. . -~~.... ·•: ~.... ';.,. -···.... .._.
Invoices to Buyer 'i.vil!\ie, sent by Ex~elf~QF for~~l~~ia, email pursuant to Buyer's instructions set forth in
the Master Agreement;-J1nd_for purposes of\this Corifirrriation, Buyer shall be deemed to have received an
invoice upon the receipt"of the Excel/PDF; to}rnat of th?n'nvoice at such email address. Payment to Seller
shall be made by electronic {~ric:I~ transfef pyrfuant to the wire transfer instructions set forth in the Master
Agreement. ·,,___ ::.__ • · 1
• '>., / t !>..., __ .,.
5.4. Annual True-Up
(a) Monthly Cash Settlement Amount Annual True-Up. After the CPUC issues the Final Adder
for RPS in November of each calendar year, Seller shall calculate the true-up for each Calculation Period
in which the Forecast Adder for RPS was used to calculate the Monthly Cash Settlement Amounts (the
"Annual True-Up"). The Annual True-Up shall be calculated for any period in which the Forecast Adder for
RPS was used to calculate the Monthly Cash Settlement Amount as an amount equal to (i) the difference
between the Forecast Adder for RPS and the Final Adder for RPS, multiplied by (ii) the quantity of Green
Attributes (in MWhs) Seller delivered to, or expects to be delivered or credited to, Buyer's WREGIS account
pursuant to Section 3.2 (the "True-Up Payment"). If the True-Up Payment is a positive amount, .such
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Draft: for discussion purposes only.
amount is owed by Seller to Buyer, and if the True-Up Payment is a negative amount, such amount is owed
by Buyer to Seller.
{b) True-up Payments. Within thirty (30) Business Days after the Final Adder for RPS is issued
in November of each calendar year, Seller shall issue an invoice to Buyer for amounts owed by, or due to,
Seller, as applicable, resulting from the Annual True-Up. Payment for the Annual True-Up shall be due and
payable by the owing party on or before the due date for the next monthly invoice and shall be netted
pursuant to Section 6.4 of the Master Agreement.
ARTICLE 6. SELLER'S REPRESENTATIONS, WARRANTIES AND COVENANTS ,-.
(a) Seller, and, if applicable, its successors(~~prese~ts and warrants that throughout the
Delivery Term of this Agreement that: / ·· .. ,
/' ... ~ ... ··,
... ~ ' .. I'~ . '
(i) the Project qualifies and .is certified by the '8!=0 as an Eligible Renewable Energy
Resource ("ERR") as such term is' defined in Public ··utflities Code Section 399.12 or
Section 399.16; and ( ./ ··.. ' ·. --... .~ . "' -~
(ii) the Project's output d~i1v~~e'd to Buyer qualifies under'the requirements of the
California Renewables Portfolio Standard. 'ro the extent a change in law·occurs after execution of
this Agreement that cause~ this·representation·ana-warrantyto be materiafly._fals~ or misleading, it
shall not be an Event of Default if Se!ler has used .~om_mercially' ~easonable eiff(?rtS ~o comply with
such change in law. [STC 6 -ELIGI_BILITY, NON-MQDIFIABL!=] . . ' ' ,., ·~ ... ~
(b) Seller. and,._if applicabl~:-<~ts·::.~uc~~ssors, rep;~se_~i~_and .warrants that ;~~o~-~hput the
Delivery Term of this Agreeh1ent the Rene,wable EQergy Credits···transferred to Buyer conform to the
definition and attri,butes required for compliant~ \vith the California RehE?wables Portfolio Standard, as set
forth in California Pµbliq Utilities'Comrriission Decision 08-b8c:928,_and as·may_be modified by subsequent
decision of the California Public Utilities·-~ommission or by suosequent legislation. To the extent a change
in ,law occurs after exec1:1tiohof this Agr~ert1ent that c~u·s~~_ tnis reP,resenta!ion an~·warranty to be materially
false o~ misleadjQg, it shall-not· ~e an E~en\ of Defaulf i( Seller has used eotnmercia!ly reasonable efforts to
comply with such char:ige in'layv:[~T~_REG:1, NON-MO!)IF!ABLE] ··, .. ··• ...
(. ·•.,,•' . '\, ..... ..._..,.,,.
.. (~) The term·-.. e~mm.ercially reasor)_able.~ffortill?s·~et forth in Sections 6.1 (a) and (b) above
shall not require Seller to-incur out-of-pocket expenses._in excess. of $25,000 in the aggregate in any one
calendar·year.between the Cqnfirmatio·n.Eff(:!ctive Date_ and.Jhe"last-,day of the Term.
··.,. "-~ ·. ·... .. ·,, ... '\ .... \, .. ·>--·.,.... . · .... .'·;..,_' -~-.., ,, -, ... '•,, ....... ·:
(d) ·-.. _Seller warrants tnaJ all.neces~arysteps to allo~ t~e Renewable Energy Credits transferred
to Buyer to be tracked in the Western Renewable_ Energy Generation Information System will be taken prior
to the first delivery ur:ider. the contracf·[STC REC-2, NON-MODIFIABLE]
··--.. . ·,. ...\ \\.,_ '·,. ~ ·1
(e) For the avoidance of doubt; the term-"contract" as used in the immediately preceding
paragraph means this Agree~·ent. \ . \
·: ·,, / j
(f) In addition to ·the··,fore'goind, Seller warrants, represents and covenants, as of the
Confirmation Effective Date and th"ro~ghoutJtie Delivery Period, that: .... ·" ,
(i) Seller has the contractual rights to sell all right, title, and interest in the Product
agreed to be delivered hereunder;
(ii) Seller has not sold the Product to be delivered under this Confirmation to any other
person or entity;
(iii) at the time of delivery, all rights, title, and interest in the Product to be delivered
under this Confirmation are free and clear of all liens, taxes, claims, security
- 8 -
7.1 Audit.
Draft: for discussion purposes only.
interests, or other encumbrances of any kind whatsoever;
(iv) The facilities included in the Project each: (a) have a first point of interconnection
with a California balancing authority, or (b) have a first point of interconnection with
distribution facilities used to serve end users within a California balancing authority
area, or (c) are scheduled from the eligible renewable energy resource into a
California balancing authority without substituting electricity from another source;
(v)
(vi)
This Agreement transfers only Energy,,~md Green Attributes that have
generated during the Delivery Period; and :-. ,,(:, · .. i\
All Product sold hereunder will be,ffom Long-Term Contracts. ,;l" .. ·>·,~
< . .>-{?'·\,. ~---·1.. . . . . .,,
ARTICLE 7. GE~-~~-1::·f ROVISION~.-}> .. ,
.1"' .~ ",v• ·'"'·r~··,; ''i. -..,-..
' <:i\: .~.:,!' \"~-~
been
... , ~ ·;--, .....
Buyer may, at its sole expense and during normal\.vR~k.ir:,g hours, examine the\e96r9!> of Seller to the extent
reasonably necessary to verify the 9cfuracy of any st9ten:ient or charge, including·aggregated amounts of
Delivered Energy or Scheduled Energy;_ however, such_ ,.aupit rights,w[II not apply,tl:llthe output or other
confidential or proprietary informati6q,cif_i?9iyjdual generatt~n:f~ciHties: ~) ·•,~:::,>:.,
\ •,.:.,-~-":_~:./;~,::• "l<'?'"'i,, '",_:~ s ·•J ~,~ "-.,.,
7.2 Governing La~:-~., '•<(,:~:··· ,_:~:'>,_ '·· '•·\.\ _ _.<:.. ·. ::~::.: \
For purposes of thi9 Transactio,n, the first tW~. seriter:ices in Section: 10,6 of the Master Agreement are
deleted entirely and· repla'cedwitl'rttie following:\ · . \ ··, ': ·.. ''···< ),,.
\.,,: ·~~✓-/ ~,,,: __ ."·:.':,\ \<:\:'\., ·~-<·,~>-...... 'i,, ___ ·,r\::,., ..
'This agreerri~nh~nd the 'fights. and duti~s;'qf the parties:·h~reunde{\t,iall be governed by and
construed, enfor~ed,and performed in accotpaqce with t~eJa¥fS .of the:state of California, without
.. regard-to,principles,:of.conflicts\oflpw. To the~exfent epforceab,te'i::it.~uch~tJrhe, each party waives
// its respective fight fo ~~y.jury iriaV½tith respecft<? any'litigation arising under or in connection with
1. this ·agreemenb\JSTC ·1_7'.:a.,;tA PPLl~~ij!-E LAW;·,NQN-MODIFIABLE],)
1; '.,-,. '·< '· ... ~~.·-.. ;. :,>~ ·~~ ··,. ' :··>· ··:.;~ .. t:::~< \-",: .. ..,_"~ . >\ '
7.3 '•<Terminated Trari'saction. <::,. : ·
[Signature page follows]
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Draft: for discussion purposes only.
ACKNOWLEDGED AND AGREED TO AS OF THE CONFIRMATION EFFECTIVE DATE:
SAN DIEGO GAS & ELECTRIC COMPANY,
a California corporation
BY: __________ _
NAME: ------------
TITLE: ------------
APPROVED AS TO LEGAL FORM ---
CLEAN ENERGY ALLIANCE,
a California joint powers authority
BY: ___ -"-/ _ __,_, ______ _
,.
NAME: __ -----,_,, ______ _
/ . ·•, t ,,,~ ·.. ... ... ,
Tl"f.L~:-._ .. ~. ----,.~.,-------
'·
)
·,, ,, .
''\,,,
··..,_ .. '
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