[X]
|
QUARTERLY REPORT UNDER TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED DECEMBER 31, 2012
|
OR
|
|
[ ]
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
Large Accelerated Filer
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[ ]
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Accelerated Filer
|
[ ]
|
||
Non-accelerated Filer
|
[ ]
|
Smaller Reporting Company
|
[X]
|
||
(Do not check if smaller reporting company)
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Page
|
|||
Financial Statements.
|
3
|
||
Financial Statements:
|
|||
3
|
|||
4
|
|||
5
|
|||
7
|
|||
8
|
|||
Management’s Discussion and Analysis of Financial Condition and Results of Operations.
|
39
|
||
Quantitative and Qualitative Disclosures About Market Risk.
|
54
|
||
Controls and Procedures.
|
54
|
||
Risk Factors.
|
54
|
||
Exhibits.
|
55
|
||
61
|
|||
62
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December 31,
|
March 31,
|
|||
2012
|
2012
|
|||
|
||||
ASSETS
|
||||
CURRENT
|
||||
Cash and cash equivalents
|
$
|
426,679
|
$
|
327
|
Other receivables
|
8,337
|
900
|
||
Prepaid expenses and deposits (Note 19(c), (d), (e), (f) & (h))
|
1,285,840
|
42,149
|
||
Assets held for sale (Note 10)
|
-
|
40,161
|
||
|
||||
TOTAL CURRENT ASSETS
|
1,720,856
|
83,537
|
||
|
||||
CONSTRUCTION IN PROGRESS (Note 8)
|
658,440
|
6,584,400
|
||
|
||||
PROPERTY, PLANT AND EQUIPMENT (Note 7)
|
1,348,809
|
334,789
|
||
|
||||
INTANGIBLE ASSET (Note 9)
|
-
|
4,180
|
||
|
||||
TOTAL ASSETS
|
$
|
3,728,105
|
$
|
7,006,906
|
|
||||
|
||||
LIABILITIES
|
||||
CURRENT
|
||||
Accounts payable and accrued liabilities (Note 18)
|
$
|
28,819
|
$
|
144,656
|
Loan from a shareholder (Note 11)
|
-
|
243,288
|
||
Convertible notes payable (Note 14)
|
-
|
15,198
|
||
Senior secured promissory note (Note 15)
|
1,429,707
|
-
|
||
Notes payable (Note 12)
|
69,184
|
37,100
|
||
Liabilities held for sale
|
-
|
33,475
|
||
|
||||
TOTAL CURRENT LIABILITIES
|
1,527,710
|
473,717
|
||
|
||||
NOTES PAYABLE (Note 12)
|
541,914
|
202,084
|
||
|
||||
TOTAL LIABILITIES
|
2,069,624
|
675,801
|
||
|
||||
STOCKHOLDERS’ EQUITY
|
||||
SHARE CAPITAL (Note 15)
|
||||
Authorized:
|
||||
Unlimited voting common shares without par value
|
||||
Issued and outstanding:
|
||||
17,219,486 common shares (March 31, 2012: 27,096,086)
|
1,548,492
|
7,474,452
|
||
|
||||
ADDITIONAL PAID IN CAPITAL
|
598,534
|
598,534
|
||
|
||||
ACCUMULATED OTHER COMPREHENSIVE LOSS
|
(27,624)
|
(26,232)
|
||
|
||||
DEFICIT, accumulated during the development stage
|
(460,921)
|
(1,715,649)
|
||
|
||||
TOTAL STOCKHOLDERS’ EQUITY
|
1,658,481
|
6,331,105
|
||
|
||||
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY
|
$
|
3,728,105
|
$
|
7,006,906
|
|
||||
CONTINGENT LIABILITIES (Note 16)
|
||||
GOING CONCERN (Note 2)
|
Cumulative from
|
||||||||||
Three months ended
|
Nine months ended
|
Inception
|
||||||||
December 31,
|
December 31,
|
(December 3, 2001) to
|
||||||||
2012
|
2011
|
2012
|
2011
|
December 31, 2012
|
||||||
|
||||||||||
REVENUE
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
1,751
|
|
||||||||||
EXPENSES
|
||||||||||
Amortization - tangible and intangible assets
|
607
|
1,805
|
4,211
|
5,416
|
57,358
|
|||||
Financing costs on promissory note
|
3,228
|
-
|
3,228
|
-
|
3,228
|
|||||
Consulting fees
|
28,700
|
-
|
28,700
|
-
|
49,628
|
|||||
Interest on shareholder loan
|
5
|
2,227
|
435
|
6,778
|
28,308
|
|||||
Interest and bank charges
|
2,893
|
4,626
|
11,947
|
10,296
|
44,801
|
|||||
Office and miscellaneous
|
15,487
|
7,931
|
41,552
|
39,370
|
148,242
|
|||||
Professional fees
|
14,161
|
13,898
|
63,629
|
54,763
|
413,028
|
|||||
Repairs and maintenance
|
-
|
-
|
-
|
-
|
869
|
|||||
Salaries and wages (Note 18)
|
24,218
|
23,588
|
74,400
|
62,604
|
543,614
|
|||||
Stock based compensation
|
-
|
-
|
-
|
-
|
492,309
|
|||||
Telephone and utilities
|
58
|
207
|
251
|
628
|
12,628
|
|||||
Advertising and promotion
|
(402)
|
-
|
-
|
143
|
9,124
|
|||||
Travel
|
1,224
|
971
|
1,224
|
993
|
4,380
|
|||||
Feasibility study
|
27,250
|
33,065
|
143,407
|
74,798
|
260,277
|
|||||
Foreign exchange loss
|
(216)
|
110
|
8,241
|
2,858
|
13,975
|
|||||
Write-down of land deposits
|
-
|
-
|
-
|
3,210
|
11,610
|
|||||
Write down in website development costs
|
-
|
-
|
-
|
-
|
17,390
|
|||||
Write-off trademark cost
|
-
|
-
|
-
|
-
|
279
|
|||||
Write-off on discount of convertible notes
|
919
|
-
|
81,156
|
-
|
81,156
|
|||||
|
||||||||||
|
118,132
|
88,428
|
462,381
|
261,857
|
2,192,204
|
|||||
|
||||||||||
OTHER ITEMS
|
||||||||||
Interest income
|
0
|
-
|
85
|
-
|
116
|
|||||
Debt forgiven
|
-
|
-
|
-
|
-
|
13,192
|
|||||
Gain on sale of assets
|
-
|
-
|
1,717,024
|
-
|
1,717,024
|
|||||
Others
|
-
|
-
|
-
|
-
|
(800)
|
|||||
|
||||||||||
|
0
|
-
|
1,717,109
|
-
|
1,729,532
|
|||||
|
||||||||||
NET INCOME (LOSS) FOR THE PERIOD
|
(118,132)
|
(88,428)
|
1,254,728
|
(261,857)
|
(460,921)
|
|||||
|
||||||||||
Other comprehensive income (loss) for the period
|
||||||||||
|
||||||||||
Exchange difference on translation
|
101
|
(6,779)
|
(1,392)
|
7,544
|
(27,624)
|
|||||
|
||||||||||
COMPREHENSIVE INCOME (LOSS) FOR THE PERIOD
|
$
|
(118,031)
|
$
|
(95,207)
|
$
|
1,253,336
|
$
|
(254,313)
|
$
|
(488,545)
|
|
||||||||||
Profit (loss) per share - Basic (Note 6)
|
$
|
(0.01)
|
$
|
(0.00)
|
$
|
0.06
|
$
|
(0.01)
|
||
|
||||||||||
Weighted average number of common shares outstanding - basic
|
17,219,486
|
27,091,836
|
22,103,914
|
27,033,715
|
||||||
|
||||||||||
Profit (loss) per share - Diluted (Note 6)
|
$
|
(0.01)
|
$
|
(0.00)
|
$
|
0.05
|
$
|
(0.01)
|
||
|
||||||||||
Weighted average number of common shares outstanding - diluted
|
17,219,486
|
27,091,836
|
22,929,230
|
27,033,715
|
ACCUMULATED
|
DEFICIT
|
||||||||||
OTHER
|
ACCUMULATED
|
||||||||||
ADDITIONAL
|
COMPREHENSIVE
|
DURING
|
TOTAL
|
||||||||
COMMON
|
PAID-IN
|
INCOME
|
DEVELOPMENT
|
STOCKHOLDERS’
|
|||||||
SHARES
|
AMOUNT
|
CAPITAL
|
(LOSS)
|
STAGE
|
EQUITY
|
||||||
|
|||||||||||
Stock issued for service at $0.0525 per share on December 5, 2001
|
75,000
|
3,931
|
-
|
-
|
-
|
3,931
|
|||||
Stock issued for cash at $0.0002 per share
|
6,750,000
|
353,767
|
-
|
-
|
-
|
353,767
|
|||||
Stock issued for cash at $0.0525 per share on December 5, 2001
|
300,000
|
15,722
|
-
|
-
|
-
|
15,722
|
|||||
Stock-based compensation on 75,000 options granted
|
-
|
-
|
6,026
|
-
|
-
|
6,026
|
|||||
Comprehensive income (loss):
|
|||||||||||
Currency translation adjustment
|
-
|
-
|
-
|
(9)
|
-
|
(9)
|
|||||
(Loss) for the period
|
-
|
-
|
-
|
-
|
(376,277)
|
(376,277)
|
|||||
|
|||||||||||
Balance, March 31, 2002
|
7,125,000
|
373,420
|
6,026
|
(9)
|
(376,277)
|
3,160
|
|||||
|
|||||||||||
Stock issued for cash at $0.055 per share on April 5, 2002
|
235,294
|
12,916
|
-
|
-
|
-
|
12,916
|
|||||
Stock issued for cash at $0.0725 per share on June 18, 2002
|
88,890
|
6,458
|
-
|
-
|
-
|
6,458
|
|||||
Exercise of warrants at $0.055 per share on August 15, 2002
|
235,294
|
12,916
|
-
|
-
|
-
|
12,916
|
|||||
Stock issued for cash at $0.0725 per share
|
|||||||||||
on December 16, 2002
|
44,444
|
3,229
|
-
|
-
|
-
|
3,229
|
|||||
on January 10, 2003
|
44,446
|
3,229
|
-
|
-
|
-
|
3,229
|
|||||
on January 21, 2003
|
88,890
|
6,458
|
-
|
-
|
-
|
6,458
|
|||||
on March 7, 2003
|
205,690
|
14,944
|
-
|
-
|
-
|
14,944
|
|||||
on March 13, 2003
|
27,644
|
2,008
|
-
|
-
|
-
|
2,008
|
|||||
Stock issued for debt at $0.0725 per share on January 15, 2003
|
22,222
|
1,615
|
-
|
-
|
-
|
1,615
|
|||||
Imputed interest from shareholder loan
|
-
|
-
|
340
|
-
|
-
|
340
|
|||||
Stock-based compensation on 25,000 options granted
|
-
|
-
|
1,957
|
-
|
-
|
1,957
|
|||||
Comprehensive income (loss):
|
|||||||||||
Currency translation adjustment
|
-
|
-
|
-
|
197
|
-
|
197
|
|||||
(Loss) for the year
|
-
|
-
|
-
|
-
|
(67,360)
|
(67,360)
|
|||||
|
|||||||||||
Balance, March 31, 2003
|
8,117,814
|
437,194
|
8,323
|
188
|
(443,637)
|
2,068
|
|||||
|
|||||||||||
Stock issued for cash at $0.0835 per share
|
|||||||||||
on April 2, 2003
|
88,890
|
7,403
|
-
|
-
|
-
|
7,403
|
|||||
on May 13, 2003
|
44,446
|
3,702
|
-
|
-
|
-
|
3,702
|
|||||
on May 21, 2003
|
44,446
|
3,702
|
-
|
-
|
-
|
3,702
|
|||||
on June 23, 2003
|
133,334
|
11,105
|
-
|
-
|
-
|
11,105
|
|||||
on August 1, 2003
|
44,444
|
3,702
|
-
|
-
|
-
|
3,702
|
|||||
on August 6, 2003
|
44,446
|
3,702
|
-
|
-
|
-
|
3,702
|
|||||
on October 24, 2003
|
50,000
|
4,164
|
-
|
-
|
-
|
4,164
|
|||||
on November 18, 2003
|
50,000
|
4,164
|
-
|
-
|
-
|
4,164
|
|||||
Stock issued for debt at $0.0835 per share
|
|||||||||||
on April 15, 2003
|
22,222
|
1,851
|
-
|
-
|
-
|
1,851
|
|||||
on July 15, 2003
|
22,222
|
1,851
|
-
|
-
|
-
|
1,851
|
|||||
on October 15, 2003
|
22,222
|
1,851
|
-
|
-
|
-
|
1,851
|
|||||
Comprehensive income (loss):
|
|||||||||||
Currency translation adjustment
|
-
|
-
|
-
|
(265)
|
-
|
(265)
|
|||||
(Loss) for the year
|
-
|
-
|
-
|
-
|
(63,056)
|
(63,056)
|
|||||
|
|||||||||||
Balance, March 31, 2004
|
8,684,486
|
484,390
|
8,323
|
(77)
|
(506,693)
|
(14,057)
|
|||||
|
|||||||||||
Stock issued for cash at $0.039 per share
|
|||||||||||
on June 15, 2004
|
1,200,000
|
47,054
|
-
|
-
|
-
|
47,054
|
|||||
on June 30, 2004
|
400,000
|
15,685
|
-
|
-
|
-
|
15,685
|
|||||
on December 17, 2004
|
1,510,000
|
59,210
|
-
|
-
|
-
|
59,210
|
|||||
Forgiveness of debt by a director and shareholder
|
-
|
-
|
3,921
|
-
|
-
|
3,921
|
|||||
Comprehensive income (loss):
|
|||||||||||
Currency translation adjustment
|
-
|
-
|
-
|
(12,847)
|
-
|
(12,847)
|
|||||
(Loss) for the year
|
-
|
-
|
-
|
-
|
(65,452)
|
(65,452)
|
|||||
|
|||||||||||
Balance, March 31, 2005
|
11,794,486
|
606,339
|
12,244
|
(12,924)
|
(572,145)
|
33,514
|
|||||
|
|||||||||||
Exercise of warrants at $0.042 per share
|
|||||||||||
on July 28, 2005
|
200,000
|
8,385
|
-
|
-
|
-
|
8,385
|
|||||
on September 14, 2005
|
100,000
|
4,193
|
-
|
-
|
-
|
4,193
|
|||||
Stock issued for debt at $0.042 per share on March 15, 2006
|
395,600
|
16,586
|
-
|
-
|
-
|
16,586
|
|||||
Forgiveness of debt by a director and shareholder
|
-
|
-
|
34,798
|
-
|
-
|
34,798
|
|||||
Imputed interest from shareholder loan
|
-
|
-
|
350
|
-
|
-
|
350
|
|||||
Stock-based compensation on 450,000 options granted
|
-
|
-
|
31,972
|
-
|
-
|
31,972
|
|||||
Comprehensive income (loss):
|
|||||||||||
Currency translation adjustment
|
-
|
-
|
-
|
1,059
|
-
|
1,059
|
|||||
(Loss) for the year
|
-
|
-
|
-
|
-
|
(112,773)
|
(112,773)
|
|||||
|
|||||||||||
Balance, March 31, 2006
|
12,490,086
|
635,502
|
79,364
|
(11,865)
|
(684,918)
|
18,083
|
|||||
|
ACCUMULATED
|
DEFICIT
|
||||||||||
OTHER
|
ACCUMULATED
|
||||||||||
ADDITIONAL
|
COMPREHENSIVE
|
DURING
|
TOTAL
|
||||||||
COMMON
|
PAID-IN
|
INCOME
|
DEVELOPMENT
|
STOCKHOLDERS’
|
|||||||
SHARES
|
AMOUNT
|
CAPITAL
|
(LOSS)
|
STAGE
|
EQUITY
|
||||||
|
|||||||||||
Stock issued for cash at $0.044 per share
|
|||||||||||
on November 24, 2006
|
600,000
|
26,369
|
-
|
-
|
-
|
26,369
|
|||||
on December 7, 2006
|
400,000
|
17,579
|
-
|
-
|
-
|
17,579
|
|||||
Forgiveness of debt by a director and shareholder
|
-
|
-
|
31,643
|
-
|
-
|
31,643
|
|||||
Imputed interest from shareholder loan
|
-
|
-
|
939
|
-
|
-
|
939
|
|||||
Stock-based compensation on 100,000 options granted
|
-
|
-
|
7,932
|
-
|
-
|
7,932
|
|||||
Comprehensive income (loss):
|
|||||||||||
Currency translation adjustment
|
-
|
-
|
-
|
(108)
|
-
|
(108)
|
|||||
(Loss) for the year
|
-
|
-
|
-
|
-
|
(65,430)
|
(65,430)
|
|||||
|
|||||||||||
Balance, March 31, 2007
|
13,490,086
|
679,450
|
119,877
|
(11,973)
|
(750,348)
|
37,006
|
|||||
|
|||||||||||
Stock issued for debt at $0.0485 per share
|
|||||||||||
on May 4, 2007
|
52,500
|
2,548
|
-
|
-
|
-
|
2,548
|
|||||
Forgiveness of debt by a director and shareholder
|
-
|
-
|
34,950
|
-
|
-
|
34,950
|
|||||
Imputed interest from shareholder loan
|
-
|
-
|
1,126
|
-
|
-
|
1,126
|
|||||
Stock-based compensation on 100,000 options granted
|
-
|
-
|
8,787
|
-
|
-
|
8,787
|
|||||
Comprehensive income (loss):
|
|||||||||||
Currency translation adjustment
|
-
|
-
|
-
|
4,447
|
-
|
4,447
|
|||||
(Loss) for the year
|
-
|
-
|
-
|
-
|
(96,432)
|
(96,432)
|
|||||
|
|||||||||||
Balance, March 31, 2008
|
13,542,586
|
681,999
|
164,740
|
(7,526)
|
(846,780)
|
(7,567)
|
|||||
|
|||||||||||
Forgiveness of debt by a director and shareholder
|
-
|
-
|
31,932
|
-
|
-
|
31,932
|
|||||
Imputed interest from shareholder loan
|
-
|
-
|
2,228
|
-
|
-
|
2,228
|
|||||
Stock-based compensation
|
-
|
-
|
55,180
|
-
|
-
|
55,180
|
|||||
Comprehensive income (loss):
|
|||||||||||
Currency translation adjustment
|
-
|
-
|
-
|
10,232
|
-
|
10,232
|
|||||
(Loss) for the year
|
-
|
-
|
-
|
-
|
(172,863)
|
(172,863)
|
|||||
|
|||||||||||
Balance, March 31, 2009
|
13,542,586
|
681,999
|
254,080
|
2,706
|
(1,019,643)
|
(80,858)
|
|||||
|
|||||||||||
Stock issued for acquisition of Coronus Energy Corp. on
November 2, 2009
|
2,000,000
|
10,752
|
10,886
|
-
|
-
|
21,638
|
|||||
Forgiveness of debt by a director and shareholder
|
-
|
-
|
33,015
|
-
|
-
|
33,015
|
|||||
Imputed interest from shareholder loan
|
-
|
-
|
4,997
|
-
|
-
|
4,997
|
|||||
Stock-based compensation
|
-
|
-
|
26,144
|
-
|
-
|
26,144
|
|||||
Comprehensive income (loss):
|
|||||||||||
Currency translation adjustment
|
-
|
-
|
-
|
(25,943)
|
-
|
(25,943)
|
|||||
(Loss) for the year
|
-
|
-
|
-
|
-
|
(155,180)
|
(155,180)
|
|||||
|
|||||||||||
Balance, March 31, 2010
|
15,542,586
|
$
|
692,751
|
$
|
329,122
|
$
|
(23,237)
|
$
|
(1,174,823)
|
$
|
(176,187)
|
|
|||||||||||
Stock issued for cash at $0.402 per share on January 21, 2011
(net of share issuance cost)
|
212,500
|
70,693
|
-
|
-
|
-
|
70,693
|
|||||
Stock issued for construction of solar power plants on March 31, 2011
|
10,974,000
|
6,584,400
|
-
|
-
|
-
|
6,584,400
|
|||||
Forgiveness of debt by a director and shareholder
|
-
|
-
|
35,420
|
-
|
-
|
35,420
|
|||||
Comprehensive income (loss):
|
|||||||||||
Currency translation adjustment
|
-
|
-
|
-
|
(11,701)
|
-
|
(11,701)
|
|||||
(Loss) for the year
|
-
|
-
|
-
|
-
|
(170,028)
|
(170,028)
|
|||||
|
|||||||||||
Balance, March 31, 2011
|
26,729,086
|
7,347,844
|
364,542
|
(34,938)
|
(1,344,851)
|
6,332,597
|
|||||
|
|||||||||||
Stock issued for cash at $0.624 per share on May 10, 2011
|
350,000
|
120,838
|
90,628
|
-
|
-
|
211,466
|
|||||
Stock issued for cash at $0.598 per share on October 24, 2011
|
17,000
|
5,770
|
4,501
|
-
|
-
|
10,271
|
|||||
Forgiveness of debt by a director and shareholder
|
-
|
-
|
38,165
|
-
|
-
|
38,165
|
|||||
Warrants and conversion beneficiary features
|
-
|
-
|
100,698
|
-
|
-
|
100,698
|
|||||
Comprehensive income (loss):
|
|||||||||||
Currency translation adjustment
|
-
|
-
|
-
|
8,706
|
-
|
8,706
|
|||||
(Loss) for the year
|
-
|
-
|
-
|
-
|
(370,798)
|
(370,798)
|
|||||
|
|||||||||||
Balance, March 31, 2012
|
27,096,086
|
$
|
7,474,452
|
$
|
598,534
|
$
|
(26,232)
|
$
|
(1,715,649)
|
$
|
6,331,105
|
|
|||||||||||
Stock cancelled for amendment of agreement on August 15, 2012
|
(9,876,600)
|
(5,925,960)
|
-
|
-
|
-
|
(5,925,960)
|
|||||
Comprehensive income :
|
-
|
||||||||||
Currency translation adjustment
|
-
|
-
|
-
|
(1,392)
|
-
|
(1,392)
|
|||||
Income for the period
|
-
|
-
|
-
|
-
|
1,254,728
|
1,254,728
|
|||||
Balance, December 31, 2012 (Unaudited)
|
17,219,486
|
$
|
1,548,492
|
$
|
598,534
|
$
|
(27,624)
|
$
|
(460,921)
|
$
|
1,658,481
|
Cumulative from
|
||||||
Nine months ended
|
inception
|
|||||
|
December 31,
|
(December 3, 2001) to
|
||||
|
2012
|
2011
|
December 31, 2012
|
|||
|
||||||
OPERATING ACTIVITIES
|
||||||
Net income (loss) from operations
|
$
|
1,254,728
|
$
|
(261,857)
|
$
|
(460,921)
|
Adjustments to reconcile net loss to net cash used in operating activities:
|
||||||
Amortization - tangible and intangible assets
|
4,211
|
5,416
|
57,358
|
|||
Amortization - financing costs on promissory note
|
3,253
|
-
|
3,253
|
|||
Foreign exchange gain/loss
|
-
|
2,858
|
(20,930)
|
|||
Forgiveness of debt
|
-
|
39,017
|
249,069
|
|||
Imputed interests
|
-
|
-
|
27,873
|
|||
Share issued for services / debts
|
-
|
-
|
26,301
|
|||
Stock based compensation
|
-
|
-
|
492,309
|
|||
Amortization on discount of convertible notes
|
87,143
|
-
|
102,341
|
|||
Gain on sale of assets
|
(1,717,024)
|
-
|
(1,717,024)
|
|||
Write down of land deposits
|
-
|
3,210
|
-
|
|||
Write down of website development costs
|
-
|
-
|
17,390
|
|||
Write-off trademark cost
|
-
|
-
|
279
|
|||
Changes in non-cash working capital:
|
||||||
Other receivables
|
(7,407)
|
(5,403)
|
(7,052)
|
|||
Prepaid expenses and deposits
|
(1,243,687)
|
432
|
(1,309,707)
|
|||
Accounts payables and accrued liabilities
|
(113,416)
|
66,856
|
64,263
|
|||
|
||||||
NET CASH USED IN OPERATING ACTIVITIES
|
(1,732,198)
|
(149,471)
|
(2,475,197)
|
|||
|
||||||
INVESTING ACTIVITIES
|
||||||
Property, plant and equipment
|
-
|
-
|
(1,871)
|
|||
Land acquisition
|
(643,259)
|
(38,301)
|
(775,849)
|
|||
Land Deposit
|
-
|
(6,195)
|
(46,408)
|
|||
Net proceeds on sales of assets
|
1,723,710
|
-
|
1,723,710
|
|||
Intangible asset
|
-
|
-
|
(369)
|
|||
|
||||||
NET CASH USED IN INVESTING ACTIVITIES
|
1,080,451
|
(44,496)
|
899,213
|
|||
|
||||||
FINANCING ACTIVITIES
|
||||||
Issuance of common shares
|
-
|
228,582
|
591,861
|
|||
Financing costs on promissory note
|
(75,000)
|
-
|
(75,000)
|
|||
Senior secured promissory note
|
1,500,000
|
-
|
1,500,000
|
|||
Loan from a shareholder
|
(243,373)
|
(19,894)
|
(47,756)
|
|||
Payment of deferred financing fee
|
-
|
(10,269)
|
-
|
|||
Note payable
|
-
|
-
|
37,100
|
|||
Convertible note payable
|
(102,346)
|
-
|
(1,648)
|
|||
|
||||||
NET CASH FROM FINANCING ACTIVITIES
|
1,079,281
|
198,419
|
2,004,557
|
|||
|
||||||
EFFECT OF EXCHANGE RATE ON CASH
|
(1,182)
|
(9,983)
|
(1,894)
|
|||
|
||||||
NET INCREASE (DECREASE) IN CASH
|
426,352
|
(5,531)
|
426,679
|
|||
|
||||||
CASH AND CASH EQUIVALENTS
|
||||||
CASH AND CASH EQUIVALENTS - Beginning of Period
|
327
|
6,233
|
-
|
|||
|
||||||
CASH AND CASH EQUIVALENTS - End of Period
|
$
|
426,679
|
$
|
702
|
$
|
426,679
|
|
||||||
SUPPLEMENTAL CASH FLOWS INFORMATION
|
||||||
Interest expense paid in cash
|
$
|
45,724
|
$
|
11,466
|
$
|
63,360
|
Taxes paid in cash
|
$
|
-
|
$
|
-
|
$
|
-
|
|
||||||
NON-CASH FINANCING ACTIVITIES
|
||||||
Issuance of common shares for acquisition of Coronus Energy Corp.
|
$
|
-
|
$
|
-
|
$
|
21,638
|
Establishment of intangible asset through acquisition of Coronus Energy Corp.
|
$
|
-
|
$
|
-
|
$
|
21,500
|
Issuance of common shares for construction of solar power plant
|
$
|
-
|
$
|
-
|
$
|
6,584,400
|
Cancellation of common shares for amendment of the agreement
|
$
|
5,925,960
|
$
|
-
|
$
|
5,925,960
|
December 31, | March 31, | |||||||
2012
|
2012
|
|||||||
Working capital (deficiency)
|
$ | 193,966 | $ | (390,180 | ) | |||
Deficit
|
$ | 460,099 | $ | 1,715,649 |
Three months ended
|
Nine months ended
|
||||||||||||||
December 31,
|
December 31,
|
||||||||||||||
2012
|
2011
|
2012
|
2011
|
||||||||||||
Issued common share at beginning of period
|
17,219,486 | 27,079,086 | 27,096,086 | 26,729,086 | |||||||||||
Issued during the period
|
- | 12,750 | - | 304,629 | |||||||||||
Cancelled during the period
|
- | - | (4,992,172 | ) | - | ||||||||||
Weighted average number of common
|
|||||||||||||||
shares at December 31 for basic loss
|
|||||||||||||||
per share calculation
|
17,219,486 | 27,091,836 | 22,103,914 | 27,033,715 | |||||||||||
Effect of share options on issue
|
- | - | 691,900 | - | |||||||||||
Effect of share warrants on issue
|
- | - | 133,416 | - | |||||||||||
Diluted Weighted average number of
|
|||||||||||||||
common shares at December 31 for
|
|||||||||||||||
diluted earnings (loss) per share calculation
|
17,219,486 | 27,091,836 | 22,929,230 | 27,033,715 |
Accumulated
|
Net book
|
|||||||
December 31, 2012
|
Cost
|
depreciation
|
value
|
|||||
Office equipment
|
$
|
1,379
|
$
|
1,248
|
$
|
131
|
||
Computer equipment
|
1,055
|
1,026
|
29
|
|||||
Land
|
1,348,649
|
-
|
1,348,649
|
|||||
$
|
1,351,083
|
$
|
2,274
|
$
|
1,348,809
|
Accumulated
|
Net book
|
|||||||
March 31, 2012
|
Cost
|
depreciation
|
value
|
|||||
Office equipment
|
$
|
1,373
|
$
|
1,220
|
$
|
153
|
||
Computer equipment
|
1,051
|
1,014
|
37
|
|||||
Land
|
334,599
|
-
|
$
|
334,599
|
||||
|
$
|
337,023
|
$
|
2,234
|
$
|
334,789
|
Accumulated
|
Net book
|
|||||||
December 31, 2012
|
Cost
|
amortization
|
Write-off
|
value
|
||||
Business plan
|
$
|
21,500
|
$
|
21,500
|
$
|
-
|
$
|
-
|
Accumulated
|
Net book
|
|||||||
March 31, 2012
|
Cost
|
amortization
|
Write-off
|
value
|
||||
Business plan
|
$
|
$21,500
|
$
|
17,320
|
$
|
-
|
$
|
4,180
|
December 31,
|
March 31,
|
|||||||
Vacant Land
|
2012
|
2012
|
||||||
29-Palms North
|
$ | - | $ | 32,084 | ||||
Joshua Tree East
|
170,000 | 170,000 | ||||||
Adelanto West
|
235,534 | - | ||||||
Yucca Valley East
|
136,380 | - | ||||||
$ | 541,914 | $ | 202,084 | |||||
Current
|
||||||||
Newberry Springs
|
$ | 37,100 | $ | 37,100 | ||||
29-Palms North
|
32,084 | - | ||||||
$ | 69,184 | $ | 37,100 | |||||
Total
|
$ | 611,098 | $ | 239,184 |
US$
|
CAD$
|
|
Face value
|
100,090
|
100,000
|
Effective interest (137%)
|
(84,892)
|
(84,816)
|
15,198
|
15,184
|
Options Outstanding
|
||||||||
Weighted average
|
||||||||
Number of
|
exercise
|
|||||||
shares
|
price
|
|||||||
Balance, March 31, 2012 and 2011
|
745,000 | $ | 0.065 | |||||
Expired
|
(5,000 | ) | 0.105 | |||||
Balance, December 31, 2012
|
740,000 | $ | 0.065 |
Outstanding
|
Exercisable
|
||||||||||
Weighted
|
|||||||||||
Number
|
Average
|
Weighted
|
Number
|
Weighted
|
|||||||
Range of
|
Outstanding at
|
Remaining
|
Average
|
Exercisable at
|
Average
|
||||||
Exercise
|
December 31,
|
Contractual
|
Exercise
|
December 31,
|
Exercise
|
||||||
Prices
|
2012
|
Life (Years)
|
Price
|
2012
|
Price
|
||||||
$
|
0.065
|
740,000
|
2.90
|
$
|
0.065
|
740,000
|
$
|
0.065
|
Outstanding
|
Exercisable
|
||||||||||
Weighted
|
|||||||||||
Number
|
Average
|
Weighted
|
Number
|
Weighted
|
|||||||
Range of
|
Outstanding at
|
Remaining
|
Average
|
Exercisable at
|
Average
|
||||||
Exercise
|
March 31,
|
Contractual
|
Exercise
|
March 31,
|
Exercise
|
||||||
Prices
|
2012
|
Life (Years)
|
Price
|
2012
|
Price
|
||||||
$
|
0.065
|
740,000
|
3.65
|
$
|
0.065
|
740,000
|
$
|
0.065
|
|||
0.105
|
5,000
|
0.11
|
0.105
|
5,000
|
0.105
|
||||||
$
|
0.065 - $0.105
|
745,000
|
3.63
|
$
|
0.065
|
745,000
|
$
|
0.065
|
Year ended
|
|
March 31, 2012
|
|
Expected volatility
|
100.13% - 105.17%
|
Risk free interest rate
|
1.10% - 1.91%
|
Expected life
|
5 years
|
Dividend yield
|
0.00%
|
Exercise
|
Average
|
||||||||
Balance
|
Issued
|
Exercised
|
Cancelled
|
Balance
|
Exercise
|
price
|
Remaining
|
||
as at
|
during the
|
during the
|
during the
|
as at
|
price
|
(USD
|
Contractual
|
||
3/31/2012
|
period
|
period
|
period
|
12/31/2012
|
(CAD)
|
equivalent)
|
Life in Years
|
||
350,000
|
-
|
-
|
-
|
350,000
|
$
|
0.75
|
$
|
0.75
|
3.36
|
17,000
|
-
|
-
|
-
|
17,000
|
$
|
0.75
|
0.75
|
3.82
|
|
166,666
|
-
|
-
|
-
|
166,666
|
$
|
0.75
|
0.75
|
4.09
|
|
533,666
|
-
|
-
|
-
|
533,666
|
$
|
0.75
|
$
|
0.75
|
3.60
|
Exercise
|
Average
|
||||||||
Balance
|
Issued
|
Exercised
|
Cancelled
|
Balance
|
Exercise
|
price
|
Remaining
|
||
as at
|
during the
|
during the
|
during the
|
as at
|
price
|
(USD
|
Contractual
|
||
3/31/2011
|
period
|
period
|
period
|
3/31/2012
|
(CAD)
|
equivalent)
|
Life in Years
|
||
-
|
350,000
|
-
|
-
|
350,000
|
$0.75
|
$0.74
|
4.11
|
||
-
|
17,000
|
-
|
-
|
17,000
|
$0.75
|
$ 0.74
|
4.57
|
||
-
|
166,666
|
-
|
-
|
166,666
|
$0.75
|
$0.74
|
4.88
|
||
-
|
533,666
|
-
|
-
|
533,666
|
$0.75
|
$0.74
|
4.37
|
Incorporated by reference
|
Filed
|
|||||
Exhibit
|
Document Description
|
Form
|
Date
|
Number
|
herewith
|
|
3.1
|
Articles of Incorporation.
|
10-K/A-2
|
12/10/10
|
3.1
|
||
|
||||||
3.2
|
Bylaws.
|
S-1
|
11/07/08
|
3.2
|
||
|
||||||
3.3
|
Amended Articles of Incorporation (8/13/2002).
|
S-1
|
11/07/08
|
3.3
|
||
|
||||||
3.4
|
Amended Articles of Incorporation (8/26/2002).
|
S-1
|
11/07/08
|
3.4
|
||
|
||||||
3.5
|
Amended Articles of Incorporation (9/20/2002).
|
S-1
|
11/07/08
|
3.5
|
||
|
||||||
3.6
|
Amended Articles of Incorporation (11/03/2009).
|
8-K
|
11/06/09
|
3.1
|
||
|
||||||
4.1
|
Specimen Stock Certificate.
|
S-1
|
11/07/08
|
4.1
|
||
|
||||||
10.1
|
Engagement Letter - Jefferson Thachuk (5/15/2007).
|
S-1
|
11/07/08
|
10.1
|
||
|
||||||
10.2
|
Engagement Letter - Jefferson Thachuk (6/12/2008).
|
S-1
|
11/07/08
|
10.2
|
||
|
||||||
10.3
|
Engagement Letter - Jefferson Thachuk (8/21/2008).
|
S-1
|
11/07/08
|
10.3
|
||
|
||||||
10.4
|
Engagement Letter - Raven Kopelman.
|
S-1
|
11/07/08
|
10.4
|
||
|
||||||
10.5
|
Engagement Letter - John Omielan: (3/15/2007).
|
S-1
|
11/07/08
|
10.5
|
||
|
||||||
10.6
|
Engagement Letter - John Omielan: (1/04/2008).
|
S-1
|
11/07/08
|
10.6
|
||
|
||||||
10.7
|
Share Purchase Agreement with Coronus Energy Corp., Jefferson Thachuk, Mark
Burgert, Raven Kopelman, David Holmes, Kenneth Bogas and John Omielan.
|
10-Q
|
11/02/09
|
10.7
|
||
|
||||||
10.8
|
Escrow Agreement between Insightfulmind Learning, Inc., Mark Burgert
and Jefferson Thachuk.
|
8-K
|
11/06/09
|
10.1
|
||
|
||||||
10.9
|
Loan Agreement with Jefferson Thachuk.
|
10-K/A
|
12/10/10
|
10.1
|
||
|
||||||
10.10
|
Vacant Land Purchase Agreement – VIDAL.
|
10-Q/A-1
|
12/10/10
|
10.10
|
||
|
||||||
10.11
|
Vacant Land Purchase Agreement – TWENTYNINE PALMS.
|
10-Q/A-1
|
12/10/10
|
10.11
|
||
|
||||||
10.12
|
Stock Option Plan dated November 23, 2010.
|
POS AM
|
12/30/10
|
10.12
|
||
|
||||||
10.13
|
Vacant Land Purchase Agreement – VIDAL (December 19, 2010 Addendum).
|
POS AM
|
12/30/10
|
10.13
|
||
|
||||||
10.14
|
Vacant Land Purchase Agreement – TWENTYNINE PALMS
(December 21, 2010 Addendum).
|
POS AM
|
12/30/10
|
10.14
|
||
|
||||||
10.15
|
Vacant Land Purchase Agreement – TWENTYNINE PALMS NORTH.
|
10-Q
|
2/14/11
|
10.15
|
||
|
||||||
10.16
|
Vacant Land Purchase Agreement – NEWBERRY SPRINGS.
|
10-Q
|
2/14/11
|
10.16
|
||
|
||||||
10.17
|
Vacant Land Purchase Agreement – VIDAL (January 27, 2011 Addendum).
|
10-Q
|
2/14/11
|
10.17
|
||
|
||||||
10.18
|
Solar Power Systems Agreement.
|
8-K
|
4/01/11
|
10.1
|
||
|
||||||
10.19
|
SIS/FAS Study Agreement for Coronus 29 - PALMS NORTH 1.
|
8-K
|
6/21/11
|
10.1
|
||
|
||||||
10.20
|
SIS/FAS Study Agreement for Coronus 29-PALMS NORTH 2.
|
8-K
|
6/21/11
|
10.2
|
||
|
||||||
10.21
|
VIDAL Agreement Cancellation Instructions.
|
8-K
|
6/21/11
|
10.3
|
||
|
||||||
10.22
|
Installment Note – TWENTYNINE PALMS NORTH.
|
10-K
|
6/24/11
|
10.22
|
||
|
10.23
|
Vacant Land Purchase Agreement – TWENTYNINE PALMS
(February 17, 2011 Addendum).
|
10-K
|
6/24/11
|
10.23
|
|
|
|||||
10.24
|
Vacant Land Purchase Agreement – NEWBERRY SPRINGS
(February 22, 2011 Addendum).
|
10-K
|
6/24/11
|
10.24
|
|
|
|||||
10.25
|
Vacant Land Purchase Agreement – VIDAL (February 22, 2011 Addendum).
|
10-K
|
6/24/11
|
10.25
|
|
|
|||||
10.26
|
Installment Note – NEWBERRY SPRINGS.
|
10-K
|
6/24/11
|
10.26
|
|
|
|||||
10.27
|
Vacant Land Purchase Agreement – VIDAL (March 14, 2011 Addendum).
|
10-K
|
6/24/11
|
10.27
|
|
|
|||||
10.28
|
Vacant Land Purchase Agreement – TWENTYNINE PALMS NORTH
(March 15, 2011 Addendum).
|
10-K
|
6/24/11
|
10.28
|
|
|
|||||
10.29
|
Vacant Land Purchase Agreement – TWENTYNINE PALMS NORTH
(April 14, 2011 Addendum).
|
10-K
|
6/24/11
|
10.29
|
|
|
|||||
10.30
|
Vacant Land Purchase Agreement – VIDAL (April 14, 2011 Addendum).
|
10-K
|
6/24/11
|
10.30
|
|
|
|||||
10.31
|
Vacant Land Purchase Agreement – JOSHUA TREE EAST.
|
10-K
|
6/24/11
|
10.31
|
|
|
|||||
10.32
|
Vacant Land Purchase Agreement – VIDAL (May 15, 2011 Addendum).
|
10-K
|
6/24/11
|
10.32
|
|
|
|||||
10.33
|
Engagement Letter - Jefferson Thachuk (May 31, 2011).
|
10-K
|
6/24/11
|
10.33
|
|
|
|||||
10.34
|
Vacant Land Purchase Agreement – JOSHUA TREE EAST
(June 3, 2011 Addendum).
|
10-K
|
6/24/11
|
10.34
|
|
|
|||||
10.35
|
Loan Agreement with Jefferson Thachuk (June 20, 2011 Addendum).
|
10-K
|
6/24/11
|
10.35
|
|
|
|||||
10.36
|
SCG Advisory Agreement.
|
8-K
|
8/10/11
|
10.1
|
|
|
|||||
10.37
|
Installment Note – JOSHUA TREE EAST.
|
10-Q
|
11/14/11
|
10.37
|
|
|
|||||
10.38
|
Vacant Land Purchase Agreement – PHELAN EAST.
|
10-Q
|
11/14/11
|
10.38
|
|
|
|||||
10.39
|
Cancellation Instructions – PHELAN EAST.
|
10-Q
|
11/14/11
|
10.39
|
|
|
|||||
10.40
|
Vacant Land Purchase Agreement – ADELANTO WEST.
|
10-Q
|
11/14/11
|
10.40
|
|
|
|||||
10.41
|
Vacant Land Purchase Agreement – APPLE VALLEY EAST.
|
10-Q
|
11/14/11
|
10.41
|
|
|
|||||
10.42
|
Vacant Land Purchase Agreement – YUCCA VALLEY EAST.
|
10-Q
|
11/14/11
|
10.42
|
|
|
|||||
10.43
|
Vacant Land Purchase Agreement – OAK HILLS SOUTH.
|
10-Q
|
11/14/11
|
10.43
|
|
|
|||||
10.44
|
Loan Agreement with Jefferson Thachuk (October 26, 2011 Addendum).
|
10-Q
|
11/14/11
|
10.44
|
|
|
|||||
10.45
|
Vacant Land Purchase Agreement – HESPERIA WEST.
|
10-Q
|
11/14/11
|
10.45
|
|
|
|||||
10.46
|
Loan Agreement with Jefferson Thachuk (February 8, 2012 Addendum).
|
10-Q
|
2/15/11
|
10.46
|
|
|
|||||
10.47
|
SCG Advisory Agreement – (December 8, 2011 Addendum).
|
10-Q
|
2/15/11
|
10.47
|
|
|
|||||
10.48
|
System Impact Study Agreement – CORONUS HESPERIA WEST 2.
|
10-Q
|
2/15/11
|
10.48
|
|
|
|||||
10.49
|
System Impact Study Agreement – CORONUS YUCCA VALEY EAST 1.
|
10-Q
|
2/15/11
|
10.49
|
|
|
|||||
10.50
|
System Impact Study Agreement – CORONUS YUCCA VALLEY EAST 2.
|
10-Q
|
2/15/11
|
10.50
|
|
|
|||||
10.51
|
Vacant Land Purchase Agreement – ADELANTO WEST
(November 17, 2011 Addendum).
|
10-Q
|
2/15/11
|
10.51
|
|
|
|||||
10.52
|
Vacant Land Purchase Agreement – ADELANTO WEST
(January 11, 2012 Addendum).
|
10-Q
|
2/15/11
|
10.52
|
10.53
|
Vacant Land Purchase Agreement – APPLE VALLEY EAST
(November 30, 2011 Addendum).
|
10-Q
|
2/15/11
|
10.53
|
|
|
|||||
10.54
|
Vacant Land Purchase Agreement – APPLE VALLEY EAST
(January 6, 2012 Addendum).
|
10-Q
|
2/15/11
|
10.54
|
|
|
|||||
10.55
|
Vacant Land Purchase Agreement – HESPERIA WEST (Commission Agreement).
|
10-Q
|
2/15/11
|
10.55
|
|
|
|||||
10.56
|
Vacant Land Purchase Agreement – HESPERIA WEST
(December 13, 2011 Addendum).
|
10-Q
|
2/15/11
|
10.56
|
|
|
|||||
10.57
|
Vacant Land Purchase Agreement – HESPERIA WEST
(January 14, 2012 Addendum).
|
10-Q
|
2/15/11
|
10.57
|
|
|
|||||
10.58
|
Vacant Land Purchase Agreement – HESPERIA WEST
(February 2, 2012 Addendum).
|
10-Q
|
2/15/11
|
10.58
|
|
|
|||||
10.59
|
Vacant Land Purchase Agreement – OAK HILLS SOUTH
(December 15, 2011 Addendum)
|
10-Q
|
2/15/11
|
10.59
|
|
|
|||||
10.60
|
Vacant Land Purchase Agreement – OAK HILLS SOUTH
(January 18, 2012 Addendum).
|
10-Q
|
2/15/11
|
10.60
|
|
|
|||||
10.61
|
Cancellation Instructions – OAK HILLS SOUTH.
|
10-Q
|
2/15/11
|
10.61
|
|
|
|||||
10.62
|
Vacant Land Purchase Agreement – YUCCA VALLEY EAST
(Commission Agreement).
|
10-Q
|
2/15/11
|
10.62
|
|
|
|||||
10.63
|
Vacant Land Purchase Agreement – YUCCA VALLEY EAST
(December 3, 2011 Addendum).
|
10-Q
|
2/15/11
|
10.63
|
|
|
|||||
10.64
|
Vacant Land Purchase Agreement – YUCCA VALLEY EAST
(January 6, 2012 Addendum).
|
10-Q
|
2/15/11
|
10.64
|
|
|
|||||
10.65
|
Secured Convertible Promissory Note – Russell Adair (February 2, 2012).
|
10-Q
|
2/15/11
|
10.65
|
|
|
|||||
10.66
|
Warrant – Russell Adair (February 2, 2012).
|
10-Q
|
2/15/11
|
10.66
|
|
|
|||||
10.67
|
Vacant Land Purchase Agreement – ADELANTO WEST
(February 2, 2012 Addendum).
|
10-K
|
6/29/12
|
10.67
|
|
|
|||||
10.68
|
Vacant Land Purchase Agreement – YUCCA VALLEY EAST
(February 2, 2012 Addendum).
|
10-K
|
6/29/12
|
10.68
|
|
|
|||||
10.69
|
Vacant Land Purchase Agreement – APPLE VALLEY EAST
(February 2, 2012 Addendum).
|
10-K
|
6/29/12
|
10.69
|
|
|
|||||
10.70
|
Vacant Land Purchase Agreement – HESPERIA WEST
(February 16, 2012 Addendum).
|
10-K
|
6/29/12
|
10.70
|
|
|
|||||
10.71
|
System Impact Study Agreement – JOSHUA TREE EAST 1.
|
10-K
|
6/29/12
|
10.71
|
|
|
|||||
10.72
|
System Impact Study Agreement – JOSHUA TREE EAST 2.
|
10-K
|
6/29/12
|
10.72
|
|
|
|||||
10.73
|
System Impact Study Agreement – JOSHUA TREE EAST 3.
|
10-K
|
6/29/12
|
10.73
|
|
|
|||||
10.74
|
Secured Convertible Promissory Note – Frank Zakaib (February 23, 2012).
|
10-K
|
6/29/12
|
10.74
|
|
|
|||||
10.75
|
Warrant – Frank Zakaib (February 23, 2012).
|
10-K
|
6/29/12
|
10.75
|
|
|
|||||
10.76
|
Consent Agreement.
|
10-K
|
6/29/12
|
10.76
|
|
|
|||||
10.77
|
System Impact Study Agreement – 29-PALMS NORTH 3.
|
10-K
|
6/29/12
|
10.77
|
|
|
|||||
10.78
|
Vacant Land Purchase Agreement – YUCCA VALLEY EAST
(February 29, 2012 Addendum).
|
10-K
|
6/29/12
|
10.78
|
10.79
|
Vacant Land Purchase Agreement – ADELANTO WEST
(March 5, 2012 Addendum).
|
10-K
|
6/29/12
|
10.79
|
|
|
|||||
10.80
|
Vacant Land Purchase Agreement – APPLE VALLEY EAST
(March 19, 2012 Addendum).
|
10-K
|
6/29/12
|
10.80
|
|
|
|||||
10.81
|
Power Purchase Agreement – Coronus Hesperia West 1 LLC.
|
10-K
|
6/29/12
|
10.81
|
|
|
|||||
10.82
|
Vacant Land Purchase Agreement – YUCCA VALLEY EAST
(April 4, 2012 Addendum).
|
10-K
|
6/29/12
|
10.82
|
|
|
|||||
10.83
|
Solar Photovoltaic Asset Sale Agreement.
|
10-K
|
6/29/12
|
10.83
|
|
|
|||||
10.84
|
Vacant Land Purchase Agreement – ADELANTO WEST
(April 12, 2012 Addendum).
|
10-K
|
6/29/12
|
10.84
|
|
|
|||||
10.85
|
System Impact Study Agreement – ADELANTO WEST 1.
|
10-K
|
6/29/12
|
10.85
|
|
|
|||||
10.86
|
System Impact Study Agreement – ADELANTO WEST 2.
|
10-K
|
6/29/12
|
10.86
|
|
|
|||||
10.87
|
Loan Agreement with Jefferson Thachuk
(April 18, 2012 Addendum).
|
10-K
|
6/29/12
|
10.87
|
|
|
|||||
10.88
|
System Impact Study Agreement – APPLE VALLEY EAST 1.
|
10-K
|
6/29/12
|
10.88
|
|
|
|||||
10.89
|
System Impact Study Agreement – APPLE VALLEY EAST 2.
|
10-K
|
6/29/12
|
10.89
|
|
|
|||||
10.90
|
Cancellation Instructions – APPLE VALLEY EAST.
|
10-K
|
6/29/12
|
10.90
|
|
|
|||||
10.91
|
Vacant Land Purchase Agreement – PHELAN SOUTH.
|
10-K
|
6/29/12
|
10.91
|
|
|
|||||
10.92
|
Vacant Land Purchase Agreement – PHELAN SOUTH
(Commission Agreement).
|
10-K
|
6/29/12
|
10.92
|
|
|
|||||
10.93
|
System Impact Study Agreement – 29-PALMS WEST 1.
|
10-K
|
6/29/12
|
10.93
|
|
|
|||||
10.94
|
System Impact Study Agreement – 29-PALMS WEST 2.
|
10-K
|
6/29/12
|
10.94
|
|
|
|||||
10.95
|
System Impact Study Agreement – YUCCA VALLEY EAST 3.
|
10-K
|
6/29/12
|
10.95
|
|
|
|||||
10.96
|
System Impact Study Agreement – JOSHUA TREE EAST 4.
|
10-K
|
6/29/12
|
10.96
|
|
|
|||||
10.97
|
System Impact Study Agreement – JOSHUA TREE EAST 5.
|
10-K
|
6/29/12
|
10.97
|
|
|
|||||
10.98
|
Secured Convertible Promissory Note – Trevor Singleton.
|
8-K
|
8/13/12
|
10.1
|
|
|
|||||
10.99
|
Power Purchase Agreement – Coronus 29-Palms North 1 LLC.
|
10-Q
|
9/13/12
|
10.1
|
|
|
|||||
10.100
|
Power Purchase Agreement – Coronus 29-Palms North 2 LLC.
|
10-Q
|
9/13/12
|
10.2
|
|
|
|||||
10.101
|
Power Purchase Agreement – Coronus 29-Palms North 3 LLC.
|
10-Q
|
9/13/12
|
10.3
|
|
|
|||||
10.102
|
Power Purchase Agreement – Coronus Yucca Valley East 1 LLC.
|
10-Q
|
9/13/12
|
10.4
|
|
|
|||||
10.103
|
Power Purchase Agreement – Coronus Yucca Valley East 2 LLC.
|
10-Q
|
9/13/12
|
10.5
|
|
|
|||||
10.104
|
Power Purchase Agreement – Coronus Hesperia West 2 LLC.
|
10-Q
|
9/13/12
|
10.6
|
|
|
|||||
10.105
|
Vacant Land Purchase Agreement – PHELAN SOUTH (August 1, 2012 Addendum).
|
10-Q
|
9/13/12
|
10.7
|
|
|
|||||
10.106
|
Vacant Land Purchase Agreement – PHELAN SOUTH (September 6, 2012 Addendum).
|
10-Q
|
9/13/12
|
10.8
|
|
|
|||||
10.107
|
Solar Photovoltaic Asset Sale Agreement (Industry).
|
8-K
|
10/30/12
|
10.1
|
|
|
|||||
10.108
|
System Impact Study Agreement – CORONUS 29-PALMS NORTH 4.
|
10-Q
|
12/14/12
|
10.1
|
10.109
|
Vacant Land Purchase Agreement – TWENTYNINE PALMS MORONGO.
|
10-Q
|
12/14/12
|
10.2
|
|
|
|||||
10.110
|
Vacant Land Purchase Agreement – TWENTYNINE PALMS NORTH RE-SITE.
|
X
|
|||
|
|||||
10.111
|
Phoenix – Biological Habitat Assessment Agreement.
|
X
|
|||
|
|||||
10.112
|
Phoenix – Cultural Resources Assessment Agreement.
|
X
|
|||
|
|||||
10.113
|
Power Purchase Agreement – Coronus Joshua Tree East 1 LLC.
|
X
|
|||
|
|||||
10.114
|
Power Purchase Agreement – Coronus Joshua Tree East 2 LLC.
|
X
|
|||
|
|||||
10.115
|
Power Purchase Agreement – Coronus Joshua Tree East 3 LLC.
|
X
|
|||
|
|||||
10.116
|
Power Purchase Agreement – Coronus Joshua Tree East 4 LLC.
|
X
|
|||
|
|||||
10.117
|
Power Purchase Agreement – Coronus Joshua Tree East 5 LLC.
|
X
|
|||
|
|||||
10.118
|
Power Purchase Agreement – Coronus Apple Valley East 1 LLC.
|
X
|
|||
|
|||||
10.119
|
Power Purchase Agreement – Coronus Apple Valley East 2 LLC.
|
X
|
|||
|
|||||
10.120
|
Vacant Land Purchase Agreement – APPLE VALLEY EAST RE-SITE.
|
X
|
|||
|
|||||
10.121
|
Facilities Study Agreement – APPLE VALLEY EAST 1.
|
X
|
|||
|
|||||
10.122
|
Facilities Study Agreement – APPLE VALLEY EAST 2.
|
X
|
|||
|
|||||
10.123
|
Clean Focus Loan – Promissory Note.
|
X
|
|||
|
|||||
10.124
|
Clean Focus Loan – Security Agreement.
|
X
|
|||
|
|||||
10.125
|
Clean Focus Loan – Guaranty.
|
X
|
|||
|
|||||
10.126
|
Clean Focus Loan – Collateral Assignment of Member Interests.
|
X
|
|||
|
|||||
10.127
|
Clean Focus Loan – Collateral Assignment of Stock.
|
X
|
|||
|
|||||
10.128
|
Clean Focus Loan – Earthlight Advisory & Consulting Services Agreement.
|
X
|
|||
|
|||||
10.129
|
Coronus – Earthlight Consulting Services Agreement.
|
X
|
|||
|
|||||
10.130
|
Aegis Solar Power System Sales Agreement.
|
X
|
|||
|
|||||
10.131
|
Vacant Land Purchase Agreement – TWENTYNINE PALMS MORONGO (December 31, 2012 Addendum).
|
X
|
|||
|
|||||
10.132
|
Power Purchase Agreement – Coronus Adelanto West 1 LLC.
|
X
|
|||
|
|||||
10.133
|
Power Purchase Agreement – Coronus Adelanto West 2 LLC.
|
X
|
|||
|
|||||
10.134
|
Power Purchase Agreement – Coronus Yucca Valley East 3 LLC.
|
X
|
|||
|
|||||
10.135
|
Facilities Study Agreement – JOSHUA TREE EAST 5.
|
X
|
|||
|
|||||
10.136
|
Vacant Land Purchase Agreement – TWENTYNINE PALMS MORONGO (January 31, 2013 Addendum).
|
X
|
|||
|
|||||
14.1
|
Code of Ethics.
|
S-1
|
11/07/08
|
14.1
|
|
|
|||||
14.2
|
Amended Code of Ethics as of May 14, 2009.
|
10-K
|
6/05/09
|
14.2
|
|
|
|||||
31.1
|
Certification of Principal Executive Officer and Principal Financial Officer pursuant Section 302 of the Sarbanes-Oxley Act of 2002.
|
X
|
|||
|
|||||
32.1
|
Certification of Chief Executive Officer and Chief Financial Officer pursuant Section 906 of the Sarbanes-Oxley Act of 2002.
|
X
|
|
|||||
99.1
|
Audit Committee Charter.
|
S-1
|
11/07/08
|
99.1
|
|
|
|||||
99.2
|
Amended Audit Committee Charter as of May 19, 2009.
|
10-K
|
6/05/09
|
99.2
|
|
|
|||||
99.3
|
Disclosure Committee Charter.
|
10-K
|
6/05/09
|
99.3
|
|
|
|||||
101.INS
|
XBRL Instance Document.
|
X
|
|||
|
|||||
101.SCH
|
XBRL Taxonomy Extension – Schema.
|
X
|
|||
|
|||||
101.CAL
|
XBRL Taxonomy Extension – Calculations.
|
X
|
|||
|
|||||
101.DEF
|
XBRL Taxonomy Extension – Definitions.
|
X
|
|||
|
|||||
101.LAB
|
XBRL Taxonomy Extension – Labels.
|
X
|
|||
|
|||||
101.PRE
|
XBRL Taxonomy Extension – Presentation.
|
X
|
CORONUS SOLAR INC.
|
||
(Registrant)
|
||
BY:
|
JEFF THACHUK
|
|
Jeff Thachuk
|
||
President, Principal Executive Officer, Principal Accounting Officer, Principal Financial Officer, Secretary, Treasurer and member of the Board of Directors
|
Incorporated by reference
|
Filed
|
|||||
Exhibit
|
Document Description
|
Form
|
Date
|
Number
|
herewith
|
|
3.1
|
Articles of Incorporation.
|
10-K/A-2
|
12/10/10
|
3.1
|
||
|
||||||
3.2
|
Bylaws.
|
S-1
|
11/07/08
|
3.2
|
||
|
||||||
3.3
|
Amended Articles of Incorporation (8/13/2002).
|
S-1
|
11/07/08
|
3.3
|
||
|
||||||
3.4
|
Amended Articles of Incorporation (8/26/2002).
|
S-1
|
11/07/08
|
3.4
|
||
|
||||||
3.5
|
Amended Articles of Incorporation (9/20/2002).
|
S-1
|
11/07/08
|
3.5
|
||
|
||||||
3.6
|
Amended Articles of Incorporation (11/03/2009).
|
8-K
|
11/06/09
|
3.1
|
||
|
||||||
4.1
|
Specimen Stock Certificate.
|
S-1
|
11/07/08
|
4.1
|
||
|
||||||
10.1
|
Engagement Letter - Jefferson Thachuk (5/15/2007).
|
S-1
|
11/07/08
|
10.1
|
||
|
||||||
10.2
|
Engagement Letter - Jefferson Thachuk (6/12/2008).
|
S-1
|
11/07/08
|
10.2
|
||
|
||||||
10.3
|
Engagement Letter - Jefferson Thachuk (8/21/2008).
|
S-1
|
11/07/08
|
10.3
|
||
|
||||||
10.4
|
Engagement Letter - Raven Kopelman.
|
S-1
|
11/07/08
|
10.4
|
||
|
||||||
10.5
|
Engagement Letter - John Omielan: (3/15/2007).
|
S-1
|
11/07/08
|
10.5
|
||
|
||||||
10.6
|
Engagement Letter - John Omielan: (1/04/2008).
|
S-1
|
11/07/08
|
10.6
|
||
|
||||||
10.7
|
Share Purchase Agreement with Coronus Energy Corp., Jefferson Thachuk, Mark
Burgert, Raven Kopelman, David Holmes, Kenneth Bogas and John Omielan.
|
10-Q
|
11/02/09
|
10.7
|
||
|
||||||
10.8
|
Escrow Agreement between Insightfulmind Learning, Inc., Mark Burgert
and Jefferson Thachuk.
|
8-K
|
11/06/09
|
10.1
|
||
|
||||||
10.9
|
Loan Agreement with Jefferson Thachuk.
|
10-K/A
|
12/10/10
|
10.1
|
||
|
||||||
10.10
|
Vacant Land Purchase Agreement – VIDAL.
|
10-Q/A-1
|
12/10/10
|
10.10
|
||
|
||||||
10.11
|
Vacant Land Purchase Agreement – TWENTYNINE PALMS.
|
10-Q/A-1
|
12/10/10
|
10.11
|
||
|
||||||
10.12
|
Stock Option Plan dated November 23, 2010.
|
POS AM
|
12/30/10
|
10.12
|
||
|
||||||
10.13
|
Vacant Land Purchase Agreement – VIDAL (December 19, 2010 Addendum).
|
POS AM
|
12/30/10
|
10.13
|
||
|
||||||
10.14
|
Vacant Land Purchase Agreement – TWENTYNINE PALMS
(December 21, 2010 Addendum).
|
POS AM
|
12/30/10
|
10.14
|
||
|
||||||
10.15
|
Vacant Land Purchase Agreement – TWENTYNINE PALMS NORTH.
|
10-Q
|
2/14/11
|
10.15
|
||
|
||||||
10.16
|
Vacant Land Purchase Agreement – NEWBERRY SPRINGS.
|
10-Q
|
2/14/11
|
10.16
|
||
|
||||||
10.17
|
Vacant Land Purchase Agreement – VIDAL (January 27, 2011 Addendum).
|
10-Q
|
2/14/11
|
10.17
|
||
|
||||||
10.18
|
Solar Power Systems Agreement.
|
8-K
|
4/01/11
|
10.1
|
||
|
||||||
10.19
|
SIS/FAS Study Agreement for Coronus 29 - PALMS NORTH 1.
|
8-K
|
6/21/11
|
10.1
|
||
|
||||||
10.20
|
SIS/FAS Study Agreement for Coronus 29-PALMS NORTH 2.
|
8-K
|
6/21/11
|
10.2
|
||
|
||||||
10.21
|
VIDAL Agreement Cancellation Instructions.
|
8-K
|
6/21/11
|
10.3
|
||
|
||||||
10.22
|
Installment Note – TWENTYNINE PALMS NORTH.
|
10-K
|
6/24/11
|
10.22
|
||
|
10.23
|
Vacant Land Purchase Agreement – TWENTYNINE PALMS
(February 17, 2011 Addendum).
|
10-K
|
6/24/11
|
10.23
|
|
|
|||||
10.24
|
Vacant Land Purchase Agreement – NEWBERRY SPRINGS
(February 22, 2011 Addendum).
|
10-K
|
6/24/11
|
10.24
|
|
|
|||||
10.25
|
Vacant Land Purchase Agreement – VIDAL (February 22, 2011 Addendum).
|
10-K
|
6/24/11
|
10.25
|
|
|
|||||
10.26
|
Installment Note – NEWBERRY SPRINGS.
|
10-K
|
6/24/11
|
10.26
|
|
|
|||||
10.27
|
Vacant Land Purchase Agreement – VIDAL (March 14, 2011 Addendum).
|
10-K
|
6/24/11
|
10.27
|
|
|
|||||
10.28
|
Vacant Land Purchase Agreement – TWENTYNINE PALMS NORTH
(March 15, 2011 Addendum).
|
10-K
|
6/24/11
|
10.28
|
|
|
|||||
10.29
|
Vacant Land Purchase Agreement – TWENTYNINE PALMS NORTH
(April 14, 2011 Addendum).
|
10-K
|
6/24/11
|
10.29
|
|
|
|||||
10.30
|
Vacant Land Purchase Agreement – VIDAL (April 14, 2011 Addendum).
|
10-K
|
6/24/11
|
10.30
|
|
|
|||||
10.31
|
Vacant Land Purchase Agreement – JOSHUA TREE EAST.
|
10-K
|
6/24/11
|
10.31
|
|
|
|||||
10.32
|
Vacant Land Purchase Agreement – VIDAL (May 15, 2011 Addendum).
|
10-K
|
6/24/11
|
10.32
|
|
|
|||||
10.33
|
Engagement Letter - Jefferson Thachuk (May 31, 2011).
|
10-K
|
6/24/11
|
10.33
|
|
|
|||||
10.34
|
Vacant Land Purchase Agreement – JOSHUA TREE EAST
(June 3, 2011 Addendum).
|
10-K
|
6/24/11
|
10.34
|
|
|
|||||
10.35
|
Loan Agreement with Jefferson Thachuk (June 20, 2011 Addendum).
|
10-K
|
6/24/11
|
10.35
|
|
|
|||||
10.36
|
SCG Advisory Agreement.
|
8-K
|
8/10/11
|
10.1
|
|
|
|||||
10.37
|
Installment Note – JOSHUA TREE EAST.
|
10-Q
|
11/14/11
|
10.37
|
|
|
|||||
10.38
|
Vacant Land Purchase Agreement – PHELAN EAST.
|
10-Q
|
11/14/11
|
10.38
|
|
|
|||||
10.39
|
Cancellation Instructions – PHELAN EAST.
|
10-Q
|
11/14/11
|
10.39
|
|
|
|||||
10.40
|
Vacant Land Purchase Agreement – ADELANTO WEST.
|
10-Q
|
11/14/11
|
10.40
|
|
|
|||||
10.41
|
Vacant Land Purchase Agreement – APPLE VALLEY EAST.
|
10-Q
|
11/14/11
|
10.41
|
|
|
|||||
10.42
|
Vacant Land Purchase Agreement – YUCCA VALLEY EAST.
|
10-Q
|
11/14/11
|
10.42
|
|
|
|||||
10.43
|
Vacant Land Purchase Agreement – OAK HILLS SOUTH.
|
10-Q
|
11/14/11
|
10.43
|
|
|
|||||
10.44
|
Loan Agreement with Jefferson Thachuk (October 26, 2011 Addendum).
|
10-Q
|
11/14/11
|
10.44
|
|
|
|||||
10.45
|
Vacant Land Purchase Agreement – HESPERIA WEST.
|
10-Q
|
11/14/11
|
10.45
|
|
|
|||||
10.46
|
Loan Agreement with Jefferson Thachuk (February 8, 2012 Addendum).
|
10-Q
|
2/15/11
|
10.46
|
|
|
|||||
10.47
|
SCG Advisory Agreement – (December 8, 2011 Addendum).
|
10-Q
|
2/15/11
|
10.47
|
|
|
|||||
10.48
|
System Impact Study Agreement – CORONUS HESPERIA WEST 2.
|
10-Q
|
2/15/11
|
10.48
|
|
|
|||||
10.49
|
System Impact Study Agreement – CORONUS YUCCA VALEY EAST 1.
|
10-Q
|
2/15/11
|
10.49
|
|
|
|||||
10.50
|
System Impact Study Agreement – CORONUS YUCCA VALLEY EAST 2.
|
10-Q
|
2/15/11
|
10.50
|
|
|
|||||
10.51
|
Vacant Land Purchase Agreement – ADELANTO WEST
(November 17, 2011 Addendum).
|
10-Q
|
2/15/11
|
10.51
|
|
|
|||||
10.52
|
Vacant Land Purchase Agreement – ADELANTO WEST
(January 11, 2012 Addendum).
|
10-Q
|
2/15/11
|
10.52
|
10.53
|
Vacant Land Purchase Agreement – APPLE VALLEY EAST
(November 30, 2011 Addendum).
|
10-Q
|
2/15/11
|
10.53
|
|
|
|||||
10.54
|
Vacant Land Purchase Agreement – APPLE VALLEY EAST
(January 6, 2012 Addendum).
|
10-Q
|
2/15/11
|
10.54
|
|
|
|||||
10.55
|
Vacant Land Purchase Agreement – HESPERIA WEST (Commission Agreement).
|
10-Q
|
2/15/11
|
10.55
|
|
|
|||||
10.56
|
Vacant Land Purchase Agreement – HESPERIA WEST
(December 13, 2011 Addendum).
|
10-Q
|
2/15/11
|
10.56
|
|
|
|||||
10.57
|
Vacant Land Purchase Agreement – HESPERIA WEST
(January 14, 2012 Addendum).
|
10-Q
|
2/15/11
|
10.57
|
|
|
|||||
10.58
|
Vacant Land Purchase Agreement – HESPERIA WEST
(February 2, 2012 Addendum).
|
10-Q
|
2/15/11
|
10.58
|
|
|
|||||
10.59
|
Vacant Land Purchase Agreement – OAK HILLS SOUTH
(December 15, 2011 Addendum)
|
10-Q
|
2/15/11
|
10.59
|
|
|
|||||
10.60
|
Vacant Land Purchase Agreement – OAK HILLS SOUTH
(January 18, 2012 Addendum).
|
10-Q
|
2/15/11
|
10.60
|
|
|
|||||
10.61
|
Cancellation Instructions – OAK HILLS SOUTH.
|
10-Q
|
2/15/11
|
10.61
|
|
|
|||||
10.62
|
Vacant Land Purchase Agreement – YUCCA VALLEY EAST
(Commission Agreement).
|
10-Q
|
2/15/11
|
10.62
|
|
|
|||||
10.63
|
Vacant Land Purchase Agreement – YUCCA VALLEY EAST
(December 3, 2011 Addendum).
|
10-Q
|
2/15/11
|
10.63
|
|
|
|||||
10.64
|
Vacant Land Purchase Agreement – YUCCA VALLEY EAST
(January 6, 2012 Addendum).
|
10-Q
|
2/15/11
|
10.64
|
|
|
|||||
10.65
|
Secured Convertible Promissory Note – Russell Adair (February 2, 2012).
|
10-Q
|
2/15/11
|
10.65
|
|
|
|||||
10.66
|
Warrant – Russell Adair (February 2, 2012).
|
10-Q
|
2/15/11
|
10.66
|
|
|
|||||
10.67
|
Vacant Land Purchase Agreement – ADELANTO WEST
(February 2, 2012 Addendum).
|
10-K
|
6/29/12
|
10.67
|
|
|
|||||
10.68
|
Vacant Land Purchase Agreement – YUCCA VALLEY EAST
(February 2, 2012 Addendum).
|
10-K
|
6/29/12
|
10.68
|
|
|
|||||
10.69
|
Vacant Land Purchase Agreement – APPLE VALLEY EAST
(February 2, 2012 Addendum).
|
10-K
|
6/29/12
|
10.69
|
|
|
|||||
10.70
|
Vacant Land Purchase Agreement – HESPERIA WEST
(February 16, 2012 Addendum).
|
10-K
|
6/29/12
|
10.70
|
|
|
|||||
10.71
|
System Impact Study Agreement – JOSHUA TREE EAST 1.
|
10-K
|
6/29/12
|
10.71
|
|
|
|||||
10.72
|
System Impact Study Agreement – JOSHUA TREE EAST 2.
|
10-K
|
6/29/12
|
10.72
|
|
|
|||||
10.73
|
System Impact Study Agreement – JOSHUA TREE EAST 3.
|
10-K
|
6/29/12
|
10.73
|
|
|
|||||
10.74
|
Secured Convertible Promissory Note – Frank Zakaib (February 23, 2012).
|
10-K
|
6/29/12
|
10.74
|
|
|
|||||
10.75
|
Warrant – Frank Zakaib (February 23, 2012).
|
10-K
|
6/29/12
|
10.75
|
|
|
|||||
10.76
|
Consent Agreement.
|
10-K
|
6/29/12
|
10.76
|
|
|
|||||
10.77
|
System Impact Study Agreement – 29-PALMS NORTH 3.
|
10-K
|
6/29/12
|
10.77
|
|
|
|||||
10.78
|
Vacant Land Purchase Agreement – YUCCA VALLEY EAST
(February 29, 2012 Addendum).
|
10-K
|
6/29/12
|
10.78
|
10.79
|
Vacant Land Purchase Agreement – ADELANTO WEST
(March 5, 2012 Addendum).
|
10-K
|
6/29/12
|
10.79
|
|
|
|||||
10.80
|
Vacant Land Purchase Agreement – APPLE VALLEY EAST
(March 19, 2012 Addendum).
|
10-K
|
6/29/12
|
10.80
|
|
|
|||||
10.81
|
Power Purchase Agreement – Coronus Hesperia West 1 LLC.
|
10-K
|
6/29/12
|
10.81
|
|
|
|||||
10.82
|
Vacant Land Purchase Agreement – YUCCA VALLEY EAST
(April 4, 2012 Addendum).
|
10-K
|
6/29/12
|
10.82
|
|
|
|||||
10.83
|
Solar Photovoltaic Asset Sale Agreement.
|
10-K
|
6/29/12
|
10.83
|
|
|
|||||
10.84
|
Vacant Land Purchase Agreement – ADELANTO WEST
(April 12, 2012 Addendum).
|
10-K
|
6/29/12
|
10.84
|
|
|
|||||
10.85
|
System Impact Study Agreement – ADELANTO WEST 1.
|
10-K
|
6/29/12
|
10.85
|
|
|
|||||
10.86
|
System Impact Study Agreement – ADELANTO WEST 2.
|
10-K
|
6/29/12
|
10.86
|
|
|
|||||
10.87
|
Loan Agreement with Jefferson Thachuk
(April 18, 2012 Addendum).
|
10-K
|
6/29/12
|
10.87
|
|
|
|||||
10.88
|
System Impact Study Agreement – APPLE VALLEY EAST 1.
|
10-K
|
6/29/12
|
10.88
|
|
|
|||||
10.89
|
System Impact Study Agreement – APPLE VALLEY EAST 2.
|
10-K
|
6/29/12
|
10.89
|
|
|
|||||
10.90
|
Cancellation Instructions – APPLE VALLEY EAST.
|
10-K
|
6/29/12
|
10.90
|
|
|
|||||
10.91
|
Vacant Land Purchase Agreement – PHELAN SOUTH.
|
10-K
|
6/29/12
|
10.91
|
|
|
|||||
10.92
|
Vacant Land Purchase Agreement – PHELAN SOUTH
(Commission Agreement).
|
10-K
|
6/29/12
|
10.92
|
|
|
|||||
10.93
|
System Impact Study Agreement – 29-PALMS WEST 1.
|
10-K
|
6/29/12
|
10.93
|
|
|
|||||
10.94
|
System Impact Study Agreement – 29-PALMS WEST 2.
|
10-K
|
6/29/12
|
10.94
|
|
|
|||||
10.95
|
System Impact Study Agreement – YUCCA VALLEY EAST 3.
|
10-K
|
6/29/12
|
10.95
|
|
|
|||||
10.96
|
System Impact Study Agreement – JOSHUA TREE EAST 4.
|
10-K
|
6/29/12
|
10.96
|
|
|
|||||
10.97
|
System Impact Study Agreement – JOSHUA TREE EAST 5.
|
10-K
|
6/29/12
|
10.97
|
|
|
|||||
10.98
|
Secured Convertible Promissory Note – Trevor Singleton.
|
8-K
|
8/13/12
|
10.1
|
|
|
|||||
10.99
|
Power Purchase Agreement – Coronus 29-Palms North 1 LLC.
|
10-Q
|
9/13/12
|
10.1
|
|
|
|||||
10.100
|
Power Purchase Agreement – Coronus 29-Palms North 2 LLC.
|
10-Q
|
9/13/12
|
10.2
|
|
|
|||||
10.101
|
Power Purchase Agreement – Coronus 29-Palms North 3 LLC.
|
10-Q
|
9/13/12
|
10.3
|
|
|
|||||
10.102
|
Power Purchase Agreement – Coronus Yucca Valley East 1 LLC.
|
10-Q
|
9/13/12
|
10.4
|
|
|
|||||
10.103
|
Power Purchase Agreement – Coronus Yucca Valley East 2 LLC.
|
10-Q
|
9/13/12
|
10.5
|
|
|
|||||
10.104
|
Power Purchase Agreement – Coronus Hesperia West 2 LLC.
|
10-Q
|
9/13/12
|
10.6
|
|
|
|||||
10.105
|
Vacant Land Purchase Agreement – PHELAN SOUTH (August 1, 2012 Addendum).
|
10-Q
|
9/13/12
|
10.7
|
|
|
|||||
10.106
|
Vacant Land Purchase Agreement – PHELAN SOUTH (September 6, 2012 Addendum).
|
10-Q
|
9/13/12
|
10.8
|
|
|
|||||
10.107
|
Solar Photovoltaic Asset Sale Agreement (Industry).
|
8-K
|
10/30/12
|
10.1
|
|
|
|||||
10.108
|
System Impact Study Agreement – CORONUS 29-PALMS NORTH 4.
|
10-Q
|
12/14/12
|
10.1
|
10.109
|
Vacant Land Purchase Agreement – TWENTYNINE PALMS MORONGO.
|
10-Q
|
12/14/12
|
10.2
|
|
|
|||||
10.110
|
Vacant Land Purchase Agreement – TWENTYNINE PALMS NORTH RE-SITE.
|
X
|
|||
|
|||||
10.111
|
Phoenix – Biological Habitat Assessment Agreement.
|
X
|
|||
|
|||||
10.112
|
Phoenix – Cultural Resources Assessment Agreement.
|
X
|
|||
|
|||||
10.113
|
Power Purchase Agreement – Coronus Joshua Tree East 1 LLC.
|
X
|
|||
|
|||||
10.114
|
Power Purchase Agreement – Coronus Joshua Tree East 2 LLC.
|
X
|
|||
|
|||||
10.115
|
Power Purchase Agreement – Coronus Joshua Tree East 3 LLC.
|
X
|
|||
|
|||||
10.116
|
Power Purchase Agreement – Coronus Joshua Tree East 4 LLC.
|
X
|
|||
|
|||||
10.117
|
Power Purchase Agreement – Coronus Joshua Tree East 5 LLC.
|
X
|
|||
|
|||||
10.118
|
Power Purchase Agreement – Coronus Apple Valley East 1 LLC.
|
X
|
|||
|
|||||
10.119
|
Power Purchase Agreement – Coronus Apple Valley East 2 LLC.
|
X
|
|||
|
|||||
10.120
|
Vacant Land Purchase Agreement – APPLE VALLEY EAST RE-SITE.
|
X
|
|||
|
|||||
10.121
|
Facilities Study Agreement – APPLE VALLEY EAST 1.
|
X
|
|||
|
|||||
10.122
|
Facilities Study Agreement – APPLE VALLEY EAST 2.
|
X
|
|||
|
|||||
10.123
|
Clean Focus Loan – Promissory Note.
|
X
|
|||
|
|||||
10.124
|
Clean Focus Loan – Security Agreement.
|
X
|
|||
|
|||||
10.125
|
Clean Focus Loan – Guaranty.
|
X
|
|||
|
|||||
10.126
|
Clean Focus Loan – Collateral Assignment of Member Interests.
|
X
|
|||
|
|||||
10.127
|
Clean Focus Loan – Collateral Assignment of Stock.
|
X
|
|||
|
|||||
10.128
|
Clean Focus Loan – Earthlight Advisory & Consulting Services Agreement.
|
X
|
|||
|
|||||
10.129
|
Coronus – Earthlight Consulting Services Agreement.
|
X
|
|||
|
|||||
10.130
|
Aegis Solar Power System Sales Agreement.
|
X
|
|||
|
|||||
10.131
|
Vacant Land Purchase Agreement – TWENTYNINE PALMS MORONGO (December 31, 2012 Addendum).
|
X
|
|||
|
|||||
10.132
|
Power Purchase Agreement – Coronus Adelanto West 1 LLC.
|
X
|
|||
|
|||||
10.133
|
Power Purchase Agreement – Coronus Adelanto West 2 LLC.
|
X
|
|||
|
|||||
10.134
|
Power Purchase Agreement – Coronus Yucca Valley East 3 LLC.
|
X
|
|||
|
|||||
10.135
|
Facilities Study Agreement – JOSHUA TREE EAST 5.
|
X
|
|||
|
|||||
10.136
|
Vacant Land Purchase Agreement – TWENTYNINE PALMS MORONGO (January 31, 2013 Addendum).
|
X
|
|||
|
|||||
14.1
|
Code of Ethics.
|
S-1
|
11/07/08
|
14.1
|
|
|
|||||
14.2
|
Amended Code of Ethics as of May 14, 2009.
|
10-K
|
6/05/09
|
14.2
|
|
|
|||||
31.1
|
Certification of Principal Executive Officer and Principal Financial Officer pursuant Section 302 of the Sarbanes-Oxley Act of 2002.
|
X
|
|||
|
|||||
32.1
|
Certification of Chief Executive Officer and Chief Financial Officer pursuant Section 906 of the Sarbanes-Oxley Act of 2002.
|
X
|
|
|||||
99.1
|
Audit Committee Charter.
|
S-1
|
11/07/08
|
99.1
|
|
|
|||||
99.2
|
Amended Audit Committee Charter as of May 19, 2009.
|
10-K
|
6/05/09
|
99.2
|
|
|
|||||
99.3
|
Disclosure Committee Charter.
|
10-K
|
6/05/09
|
99.3
|
|
|
|||||
101.INS
|
XBRL Instance Document.
|
X
|
|||
|
|||||
101.SCH
|
XBRL Taxonomy Extension – Schema.
|
X
|
|||
|
|||||
101.CAL
|
XBRL Taxonomy Extension – Calculations.
|
X
|
|||
|
|||||
101.DEF
|
XBRL Taxonomy Extension – Definitions.
|
X
|
|||
|
|||||
101.LAB
|
XBRL Taxonomy Extension – Labels.
|
X
|
|||
|
|||||
101.PRE
|
XBRL Taxonomy Extension – Presentation.
|
X
|
|
A.
|
Cash portion of Sales Price payable by Purchaser at closing
|
$
|
400,000.00
|
|
B.
|
Sum of all financing described below
|
$
|
_________
|
|
C.
|
Sales Price (Sum of A and B)
|
$
|
400,000.00
|
_____
|
A. THIRD PARTY FINANCING: One or more third party mortgage loans in the total amount of $___________. If the Property does not satisfy the lenders' underwriting requirements for the loan(s), this contract will terminate and the earnest money will be refunded to Purchaser. [Check one item only:]
|
_____
|
(1) This contract is subject to Purchaser being approved for the financing described in the attached Third Party Financing Condition Addendum.
|
_____
|
(2) This contract is not subject to Purchaser being approved for financing.
|
_____
|
B. ASSUMPTION: The assumption of the unpaid principal balance of one or more promissory notes described in the attached Loan Assumption Addendum.
|
_____
|
C. SELLER FINANCING: A promissory note from Purchaser to Seller of $___________ bearing _______% interest per annum, secured by [choose the appropriate instrument authorized within the state:] __________ mortgage, or __________ vendor’s and deed of trust liens, and containing the terms and conditions described in the attached Seller Financing Addendum. If an owner policy of title insurance is furnished, Purchaser shall furnish Seller with a mortgagee policy of title insurance.
|
Seller’s Initials Buyer’s Initials JT
|
Seller’s Initials Buyer’s Initials JT
|
Seller’s Initials Buyer’s Initials JT
|
Seller’s Initials Buyer’s Initials JT
|
Seller’s Initials Buyer’s Initials JT
|
Seller’s Initials Buyer’s Initials JT
|
To Purchaser at:
|
To Seller at:
|
CORONUS ENERGY CORP.
1100-1200 WEST 73RD AVE.
VANCOUVER, BC V6P6G5
Telephone: (604) 267-7078
Facsimile: (604) 267-7080
|
DONNA LACHMAN
2855 OTIS COURT
WHEAT RIDGE, CO 80214
(303) 238-6235
|
_____
|
Third Party Financing Condition Addendum
|
_____
|
Seller Financing Addendum
|
_____
|
Loan Assumption Addendum
|
_____
|
Addendum for Property Subject to Mandatory Membership in an Owners' Association
|
_____
|
Addendum for Unimproved Property Located in a Certificated Service Area of a Utility Service Provider
|
_____
|
Addendum for Sale of Other Property by Purchaser
|
_____
|
Addendum for "Back-Up" Contract
|
_____
|
Environmental Assessment, Threatened or Endangered Species and Wetlands Addendum
|
_____
|
Addendum for Coastal Area Property
|
_____
|
Addendum for Property Located Seaward of the Gulf Intra coastal Waterway
|
_____
|
Addendum for Release of Liability on Assumption of FHA, VA or Conventional Loan Restoration of Seller's
|
Entitlement for VA Guaranteed Loan
|
|
_____
|
Other (list):
|
Purchaser's Attorney is:
|
Seller's Attorney is:
|
N/A
|
DARYL L. BINKLEY, ESQ.
|
77-564 COUNTRY CLUB DRIVE, SUITE 246
|
|
PALM DESERT CA 92211
|
|
Telephone:
|
Telephone: (760) 862-1100
|
Facsimile:
|
Facsimile: (760) 862-1106
|
Seller’s Initials Buyer’s Initials JT
|
JEFF THACHUCK
|
SADAKO HAYASHIDA
|
Coronus Solar Inc., Purchaser
|
Seller
|
DONNA LACKMAN
|
|
Seller
|
|
MARILYNN HIKIJI
|
|
Hayashida Children and Grandchildren Family Partnership, RLLP
|
|
Seller
|
|
KODY KODAMA
|
|
Seller
|
Seller
|
Date
|
Seller’s Initials _____ Buyer’s Initials JT
|
PURCHASER:
|
|
November 13, 2012
|
JEFF THACHUCK
|
Date
|
[purchaser’s signature above/printed name below]
|
CORONUS ENERGY CORP.
|
|
SELLER:
|
|
Date
|
[seller’s signature above/printed name below]
|
[seller’s signature above/printed name below]
|
Seller’s Initials Buyer’s Initials JT
|
Project Name
|
MW/ac
|
AHJ
|
Lot Size
(acres)
|
APN
|
Site Address
|
Biological Habitat
Assessment
Cost Estimate
(Field Effort and
Report)
|
||||||||
Adelanto
West
|
4.5
|
City of
Adelanto
[San Bernardino County]
|
40
|
3129-251-13-
0000
|
TBD
Cassia Rd & Richardson Rd.
Adelanto, CA
|
$4,800
|
||||||||
Apple Valley
East
|
3.0
|
San Bernardino County
|
24
|
0438-212-01-
0000
0438-212-02-
0000
|
10501 Central
Rd.
Apple Valley, CA 92308
|
$4,500
|
||||||||
Phelan South
|
3.0
|
San Bernardino County
|
20 (project area)
40 (property)
|
3066-561-14-
0000
|
TBD
Nielson Rd & Campanula Rd.
Phelan, CA
|
$4,500
|
||||||||
Yucca Valley
East
|
4.5
|
San
Bernardino
County
|
20
(project area)
34 (property)
|
0588-131-74-
0000
|
60097 Alta
Loma Tr.
Joshua Tree, CA 92252
|
$4,500
|
||||||||
Joshua Tree
East
|
7.5
|
San
Bernardino
County
|
56
|
0608-161-20-
0000
0608-161-21-
0000
0608-161-22-
0000
|
6350 Mt.
Shasta Ave.
Joshua Tree, CA 92252
|
$4,800
|
||||||||
29-Palms
North
|
4.5
|
San
Bernardino
County
|
33
(project area)
160 (property)
|
0620-021-01-
0000
(adjacent to
29-Palms
West)
|
4502 Mesquite
Springs Rd.
Twentynine
Palms, CA
92277
|
$4,700
|
||||||||
29-Palms
Morongo
|
3.0
|
San
Bernardino
|
24
|
0620-223-04,
-05, -06
|
Morongo Rd &
Valle Vista Rd
Twentynine
Palms, CA
|
$4,700
|
||||||||
Total Cost:
|
$32,500
|
|||||||||||||
Biological Services ($115/hr, $100 per diem, $0.55 mileage)
|
Phoenix Biological Consulting
|
Date
|
Coronus Energy Corp
|
Date
|
(Consultant)
|
(Client)
|
||
RYAN YOUNG
|
November 24, 2012
|
JEFF THACHUCK
|
November 24, 2012
|
Ryan Young, Principal
|
Authorized Representative
|
Belectric, Inc.
|
Attn:
|
Diane Padilla
|
8076 Central Avenue
|
Phone:
|
510-896-3358
|
Newark, CA 94560
|
Fax:
|
510-896-3949
|
Email:
|
diane.padilla@belectric-usa.com
|
GENERAL
|
Yes
|
No
|
Insured box complete with subcontractor information (1)
|
||
Certificate Holder complete as outlined in contract requirements (2)
|
||
Project name and number correct (3)
|
GENERAL LIABILITY
|
Yes
|
No
|
Policy number and period current (4)
|
||
Occurrence Form (5)
|
||
Each Occurrence Limit of $1,000,000 (6)
|
||
Personal & Advertising Injury Limit of $1,000,000 (7)
|
||
General Aggregate Limit of $1,000,000 (8)
|
||
Products / Completed Operations Aggregate Limit of $1,000,000 (9)
|
||
Additional Insured Endorsement naming certificate holder as an Additional Insured (CG 20 10 11 85 Form or Equivalent) – See Sample Endorsement
|
||
Primary and Non-Contributory Endorsement in favor of certificate holder – See Sample Endorsement
|
||
Waiver of Subrogation Endorsement in favor of certificate holder – See Sample Endorsement
|
||
Per Project and Per Location General Aggregate boxes checked (10)
|
AUTOMOBILE LIABILITY
|
Yes
|
No
|
Policy number and period current (11)
|
||
Automobile Liability: Any Auto (12)
|
||
Combined Single Limit of $1,000,000 (13)
|
||
Additional Insured Endorsements naming certificate holder as an Additional Insured – See Sample Endorsement
|
||
Waiver of Subrogation Endorsement in favor of certificate holder – See Sample Endorsement
|
WORKERS COMPENSATIN
WORKERS COMPENSATION
|
Yes
|
No
|
Policy number and period current (14)
|
||
WC Statutory Limits box checked (15)
|
||
Employers Liability Limits of $1,000,000 Each Accident, $1,000,000 Disease Each Employee, and $1,000,000 Disease Policy Limit (16)
|
||
Waiver of subrogation endorsement in favor of certificate holder – See Sample Endorsement
|
UMBRELLA LIABILITY
|
Yes
|
No
|
Policy number and period current (17)
|
||
Occurrence Form (18)
|
||
Each Occurrence Limit $1,000,000 / Aggregate Limit $1,000,000 (19)
|
PROFESSIONAL LIABILITY
|
Yes
|
No
|
Policy number and period current (20)
|
||
Each Occurrence Limit $1,000,000 / Aggregate Limit $1,000,000 (21)
|
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFER NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOTE CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S) AUTHORIZED REPRESENTATIVE OR PRODUCER AND THE CERTIFICATE HOLDER.
|
||||||||||||||||||||||||||||
Important: If the certificate holder is an Additional Insured the policy(ies) must be endorsed. If Subrogation is waived subject to the terms and conditions of the policy certain policies may required an endorsement. A statement of this certificate does not confer rights to the certificate holder in lieu of such endorsement(s).
|
||||||||||||||||||||||||||||
PRODUCER:
|
Barney & Barney LLC
|
Contact Name:
|
||||||||||||||||||||||||||
CA Insurance Lic:0C03950
|
Phone (A/C No. Ext): FAX (A/C No.)
|
|||||||||||||||||||||||||||
9171 Towne Centre Drive, Suite 500
|
E-Mail Address:
|
|||||||||||||||||||||||||||
San Diego, Ca 92122
|
Insured Affording Coverage
|
NAIC #
|
||||||||||||||||||||||||||
858-457-3414
|
INSURED A: ABC INSURANCE COMPANY
|
|||||||||||||||||||||||||||
INSURED:
|
SUBCONTRACTOR/VENDOR NAME
Address
City, State Zip
|
INSURED B: XYZ INSURANCE COMPANY
|
||||||||||||||||||||||||||
INSURED C: ZZZ INSURANCE COMPANY
|
||||||||||||||||||||||||||||
INSURED D:
|
||||||||||||||||||||||||||||
INSURED E:
|
||||||||||||||||||||||||||||
INSURED F:
|
||||||||||||||||||||||||||||
Coverages
|
Certificate Number:
|
MST Number:
|
Revision Number:
|
|||||||||||||||||||||||||
THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN. THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS EXCLUSIONS AND CONDITIONS OF SUCH POLICIES, LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
|
||||||||||||||||||||||||||||
Insur
Ltr
|
Type of Insurance
|
Addl
Insur
|
Issuer
WVD
|
Policy Number
|
Policy Eff
(MM/DD/YY)
|
Policy Exp
(MM/DD/YY)
|
Limits
|
|||||||||||||||||||||
A
|
General Liability
|
x
|
x
|
123456789
|
xx/xx/xxxx
-(4)-
|
xx/xx/xxxx
|
Each Occurrence
|
(6) 1,000,000
|
||||||||||||||||||||
x
|
Commercial General Liability
|
Damage To Rented Premises (Each occurrence)
|
50,000
|
|||||||||||||||||||||||||
Claims-Made
|
x
|
Occur
|
Med Exp (Auto one person)
|
5,000
|
||||||||||||||||||||||||
(5)
|
Personal & Adv Injury
|
(7) 1,000,000
|
||||||||||||||||||||||||||
General Aggregate
|
(8) 2,000,000
|
|||||||||||||||||||||||||||
Genl Aggregate Limit Applies Per:
|
Products Comp or Agg
|
(9) 2,000,000
|
||||||||||||||||||||||||||
Policy
|
x
|
Project
|
x
|
Loc
|
||||||||||||||||||||||||
A
(12)
|
Automobile Liability (10)
|
x
|
x
|
123456789
|
xx/xx/xxxx
-(11)-
|
xx/xx/xxxx
|
Combined Single Limit (if a accident)
|
(13) 1,000,000
|
||||||||||||||||||||
x
|
Any Auto
|
Bodily Injury (per person)
|
||||||||||||||||||||||||||
All Owned
|
Scheduled
|
Bodily Accident (per accident)
|
||||||||||||||||||||||||||
Hired Autos
|
Non-Owned
|
Property Damage (per accident
|
||||||||||||||||||||||||||
A
|
x
|
Umbrella Liab
|
x
|
Occur (18)
|
123456789
|
xx/xx/xxxx
-(17)-
|
xx/xx/xxxx
|
Each Occurrence
|
(19), 1,000,000
|
|||||||||||||||||||
Excess Liab
|
Claims
|
Aggregate
|
1,000,000
|
|||||||||||||||||||||||||
Made
|
||||||||||||||||||||||||||||
B
|
Workers Compensation and Employers’ Liability Any proprietor, partnership Executive officer member excluded (Mandatory in NH) If yes, describe under
Description of Operations below:
|
Y/N
[ ]
|
N/A
|
X
|
123456789
|
xx/xx/xxxx
-(14)-
|
(15)
xx/xx/xxxx
|
WC State
Tory Limits
|
Other
|
(16) 1,000,000
|
||||||||||||||||||
E.L. Each Accident
|
1,000,000
|
|||||||||||||||||||||||||||
E.L Disease - Ea Employee
|
1,000,000
|
|||||||||||||||||||||||||||
E. L. Disease - Policy Limited
|
||||||||||||||||||||||||||||
C
|
Professional Liab
|
123456789
|
xx/xx/xxxx
-(20)-
|
xx/xx/xxxx
|
Each Occurrence (21)
|
(21) 2,000,000
|
||||||||||||||||||||||
Aggregate
|
2,000,000
|
|||||||||||||||||||||||||||
DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ATTACHED ACORD 161, ADDITIONAL REMARKS SCHEDULE, IF MORE SPACE IS REQUIRED)
RE: PROJECT NAME & NUMBER (3)
CERTIFICATE HOLDER IS ADDITIONAL INSURED ON GENERAL LIABILITY AND AUTOMOBILE LIABILITY PER THE ATTACHED ENDORSEMENTS. GENERAL LIABILITY COVERAGE IS PRIMARY AND NON-CONTRIBUTORY PER THE ATTACHED ENDORSEMENT. WAIVER OF SUBROGATION APPLIES TO GENERAL LIABILITY, AUTOMOBILE LIABILITY, AND WORKERS COMPENSATION PER THE ATTACHED ENDORSEMENTS.
|
||||||||||||||||||||||||||||
CERTIFICATE HOLDER
|
CANCELLATION
|
|||||||||||||||||||||||||||
(2) Belectric, Inc.
8076 Central Avenue
Newark, CA 94560
|
Should any of the above described policies be cancelled before the expiration date thereof, notice will be delivered in accordance with the policy provisions.
|
|||||||||||||||||||||||||||
AUTHORIZED REPRESENTATIVE
|
INSURED:
|
POLICY#:
|
COMPANY:
|
POLICY PERIOD: TO
|
EFFECTIVE DATE:
|
POLICY NUMBER:
|
COMMERCIAL GENERAL LIABILITY
|
CG 24 04 10 93
|
INSURED:
|
POLICY#:
|
COMPANY:
|
POLICY PERIOD: TO
|
EFFECTIVE DATE:
|
Endorsement effect
|
|
Name Insured
|
Countersigned by
|
Schedule:
|
Name of Person or Organization:
|
Address:
|
Premium: $
|
Policy No.
|
Eff. Date of Pol.
|
Exp. Date of Pol.
|
Eff. Date of End
|
Agency No.
|
Add.. Prem.
|
Return Prem.
|
Endorsement Effective:
|
Policy No.
|
Endorsement No.
|
Insured:
|
||
Insurance Company:
|
Premium: $
|
|
Countersigned by:
|
Project Name
|
MW/ac
|
AHJ
|
Lot Size
(acres)
|
APN
|
Site Address
|
Cultural Resources
Assessment
Cost Estimate
(Field Effort and
Report)
|
Adelanto
West
|
4.5
|
City of
Adelanto
[San Bernardino County]
|
40
|
3129-251-13-
0000
|
TBD
Cassia Rd & Richardson Rd.
Adelanto, CA
|
$3,800
|
Apple Valley
East
|
3.0
|
San
Bernardino
County
|
24
|
0438-212-01-
0000
0438-212-02-
0000
|
10501 Central
Rd.
Apple Valley, CA 92308
|
$3,500
|
Phelan South
|
3.0
|
San
Bernardino
County
|
20
(project area)
40 (property)
|
3066-561-14-
0000
|
TBD
Nielson Rd & Campanula Rd.
Phelan, CA
|
$3,500
|
Yucca Valley
East
|
4.5
|
San Bernardino County
|
20 (project area)
34 (property)
|
0588-131-74-
0000
|
60097 Alta
Loma Tr.
Joshua Tree, CA 92252
|
$3,500
|
Joshua Tree
East
|
7.5
|
San
Bernardino
County
|
56
|
0608-161-20-
0000
0608-161-21-
0000
0608-161-22-
0000
|
6350 Mt.
Shasta Ave.
Joshua Tree, CA 92252
|
$3,600
|
29-Palms
North
|
4.5
|
San
Bernardino
County
|
33
(project area)
160 (property)
|
0620-021-01-
0000
(adjacent to
29-Palms
West)
|
4502 Mesquite
Springs Rd.
Twentynine
Palms, CA
92277
|
$3,500
|
29-Palms
Morongo
|
3.0
|
San
Bernardino
|
24
|
0620-223-04,
-05, -06
|
Morongo Rd &
Valle Vista Rd
Twentynine
Palms, CA
|
$3,500
|
Total Cost:
|
$24,900
|
|||||
Cultural Resource Assessment Services ($115/hr, $100 per diem, $0.55 mileage)
|
4
|
Phoenix Biological Consulting
|
Date
|
Coronus Energy Corp
|
Date
|
(Consultant)
|
(Client)
|
||
RYAN YOUNG
|
November 24, 2012
|
JEFF THACHUCK
|
November 24, 2012
|
Ryan Young, Principal
|
Authorized Representative
|
4
|
4
|
Belectric, Inc.
|
Attn:
|
Diane Padilla
|
8076 Central Avenue
|
Phone:
|
510-896-3358
|
Newark, CA 94560
|
Fax:
|
510-896-3949
|
Email:
|
diane.padilla@belectric-usa.com
|
GENERAL
|
Yes
|
No
|
Insured box complete with subcontractor information (1)
|
||
Certificate Holder complete as outlined in contract requirements (2)
|
||
Project name and number correct (3)
|
GENERAL LIABILITY
|
Yes
|
No
|
Policy number and period current (4)
|
||
Occurrence Form (5)
|
||
Each Occurrence Limit of $1,000,000 (6)
|
||
Personal & Advertising Injury Limit of $1,000,000 (7)
|
||
General Aggregate Limit of $1,000,000 (8)
|
||
Products / Completed Operations Aggregate Limit of $1,000,000 (9)
|
||
Additional Insured Endorsement naming certificate holder as an Additional Insured (CG 20 10 11 85 Form or Equivalent) – See Sample Endorsement
|
||
Primary and Non-Contributory Endorsement in favor of certificate holder – See Sample Endorsement
|
||
Waiver of Subrogation Endorsement in favor of certificate holder – See Sample Endorsement
|
||
Per Project and Per Location General Aggregate boxes checked (10)
|
AUTOMOBILE LIABILITY
|
Yes
|
No
|
Policy number and period current (11)
|
||
Automobile Liability: Any Auto (12)
|
||
Combined Single Limit of $1,000,000 (13)
|
||
Additional Insured Endorsements naming certificate holder as an Additional Insured – See Sample Endorsement
|
||
Waiver of Subrogation Endorsement in favor of certificate holder – See Sample Endorsement
|
Workers Compensation
WORKERS COMPENSATION
|
Yes
|
No
|
Policy number and period current (14)
|
||
WC Statutory Limits box checked (15)
|
||
Employers Liability Limits of $1,000,000 Each Accident, $1,000,000 Disease Each Employee, and $1,000,000 Disease Policy Limit (16)
|
||
Waiver of subrogation endorsement in favor of certificate holder – See Sample Endorsement
|
UMBRELLA LIABILITY
|
Yes
|
No
|
Policy number and period current (17)
|
||
Occurrence Form (18)
|
||
Each Occurrence Limit $1,000,000 / Aggregate Limit $1,000,000 (19)
|
PROFESSIONAL LIABILITY
|
Yes
|
No
|
Policy number and period current (20)
|
||
Each Occurrence Limit $1,000,000 / Aggregate Limit $1,000,000 (21)
|
4
|
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFER NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOTE CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S) AUTHORIZED REPRESENTATIVE OR PRODUCER AND THE CERTIFICATE HOLDER.
|
||||||||||||||||||||||||||||
Important: If the certificate holder is an Additional Insured the policy(ies) must be endorsed. If Subrogation is waived subject to the terms and conditions of the policy certain policies may required an endorsement. A statement of this certificate does not confer rights to the certificate holder in lieu of such endorsement(s).
|
||||||||||||||||||||||||||||
PRODUCER:
|
Barney & Barney LLC
|
Contact Name:
|
||||||||||||||||||||||||||
CA Insurance Lic:0C03950
|
Phone (A/C No. Ext): FAX (A/C No.)
|
|||||||||||||||||||||||||||
9171 Towne Centre Drive, Suite 500
|
E-Mail Address:
|
|||||||||||||||||||||||||||
San Diego, Ca 92122
|
Insured Affording Coverage
|
NAIC #
|
||||||||||||||||||||||||||
858-457-3414
|
INSURED A: ABC INSURANCE COMPANY
|
|||||||||||||||||||||||||||
INSURED:
|
SUBCONTRACTOR/VENDOR NAME
Address
City, State Zip
|
INSURED B: XYZ INSURANCE COMPANY
|
||||||||||||||||||||||||||
INSURED C: ZZZ INSURANCE COMPANY
|
||||||||||||||||||||||||||||
INSURED D:
|
||||||||||||||||||||||||||||
INSURED E:
|
||||||||||||||||||||||||||||
INSURED F:
|
||||||||||||||||||||||||||||
Coverages
|
Certificate Number:
|
MST Number:
|
Revision Number:
|
|||||||||||||||||||||||||
THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN. THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS EXCLUSIONS AND CONDITIONS OF SUCH POLICIES, LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
|
||||||||||||||||||||||||||||
Insur
Ltr
|
Type of Insurance
|
Addl
Insur
|
Issuer
WVD
|
Policy Number
|
Policy Eff
(MM/DD/YY)
|
Policy Exp
(MM/DD/YY)
|
Limits
|
|||||||||||||||||||||
A
|
General Liability
|
x
|
x
|
123456789
|
xx/xx/xxxx
-(4)-
|
xx/xx/xxxx
|
Each Occurrence
|
(6) 1,000,000
|
||||||||||||||||||||
x
|
Commercial General Liability
|
Damage To Rented Premises (Each occurrence)
|
50,000
|
|||||||||||||||||||||||||
Claims-Made
|
x
|
Occur
|
Med Exp (Auto one person)
|
5,000
|
||||||||||||||||||||||||
(5)
|
Personal & Adv Injury
|
(7) 1,000,000
|
||||||||||||||||||||||||||
General Aggregate
|
(8) 2,000,000
|
|||||||||||||||||||||||||||
Genl Aggregate Limit Applies Per:
|
Products Comp or Agg
|
(9) 2,000,000
|
||||||||||||||||||||||||||
Policy
|
x
|
Project
|
x
|
Loc
|
||||||||||||||||||||||||
A
(12)
|
Automobile Liability (10)
|
x
|
x
|
123456789
|
xx/xx/xxxx
-(11)-
|
xx/xx/xxxx
|
Combined Single Limit (if a accident)
|
(13) 1,000,000
|
||||||||||||||||||||
x
|
Any Auto
|
Bodily Injury (per person)
|
||||||||||||||||||||||||||
All Owned
|
Scheduled
|
Bodily Accident (per accident)
|
||||||||||||||||||||||||||
Hired Autos
|
Non-Owned
|
Property Damage (per accident
|
||||||||||||||||||||||||||
A
|
x
|
Umbrella Liab
|
x
|
Occur (18)
|
123456789
|
xx/xx/xxxx
-(17)-
|
xx/xx/xxxx
|
Each Occurrence
|
(19), 1,000,000
|
|||||||||||||||||||
Excess Liab
|
Claims
|
Aggregate
|
1,000,000
|
|||||||||||||||||||||||||
Made
|
||||||||||||||||||||||||||||
B
|
Workers Compensation and Employers’ Liability Any proprietor, partnership Executive officer member excluded (Mandatory in NH) If yes, describe under
Description of Operations below:
|
Y/N
[ ]
|
N/A
|
X
|
123456789
|
xx/xx/xxxx
-(14)-
|
(15)
xx/xx/xxxx
|
WC State
Tory Limits
|
Other
|
(16) 1,000,000
|
||||||||||||||||||
E.L. Each Accident
|
1,000,000
|
|||||||||||||||||||||||||||
E.L Disease - Ea Employee
|
1,000,000
|
|||||||||||||||||||||||||||
E. L. Disease - Policy Limited
|
||||||||||||||||||||||||||||
C
|
Professional Liab
|
123456789
|
xx/xx/xxxx
-(20)-
|
xx/xx/xxxx
|
Each Occurrence (21)
|
(21) 2,000,000
|
||||||||||||||||||||||
Aggregate
|
2,000,000
|
|||||||||||||||||||||||||||
DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ATTACHED ACORD 161, ADDITIONAL REMARKS SCHEDULE, IF MORE SPACE IS REQUIRED)
RE: PROJECT NAME & NUMBER (3)
CERTIFICATE HOLDER IS ADDITIONAL INSURED ON GENERAL LIABILITY AND AUTOMOBILE LIABILITY PER THE ATTACHED ENDORSEMENTS. GENERAL LIABILITY COVERAGE IS PRIMARY AND NON-CONTRIBUTORY PER THE ATTACHED ENDORSEMENT. WAIVER OF SUBROGATION APPLIES TO GENERAL LIABILITY, AUTOMOBILE LIABILITY, AND WORKERS COMPENSATION PER THE ATTACHED ENDORSEMENTS.
|
||||||||||||||||||||||||||||
CERTIFICATE HOLDER
|
CANCELLATION
|
|||||||||||||||||||||||||||
(2) Belectric, Inc.
8076 Central Avenue
Newark, CA 94560
|
Should any of the above described policies be cancelled before the expiration date thereof, notice will be delivered in accordance with the policy provisions.
|
|||||||||||||||||||||||||||
AUTHORIZED REPRESENTATIVE
|
4
|
INSURED:
|
POLICY#:
|
COMPANY:
|
POLICY PERIOD: TO
|
EFFECTIVE DATE:
|
4
|
POLICY NUMBER:
|
COMMERCIAL GENERAL LIABILITY
|
CG 24 04 10 93
|
4
|
INSURED:
|
POLICY#:
|
COMPANY:
|
POLICY PERIOD: TO
|
EFFECTIVE DATE:
|
Endorsement effect
|
|
Name Insured
|
Countersigned by
|
Schedule:
|
Name of Person or Organization:
|
Address:
|
Premium: $
|
4
|
Policy No.
|
Eff. Date of Pol.
|
Exp. Date of Pol.
|
Eff. Date of End
|
Agency No.
|
Add.. Prem.
|
Return Prem.
|
Endorsement Effective:
|
Policy No.
|
Endorsement No.
|
Insured:
|
||
Insurance Company:
|
Premium: $
|
|
Countersigned by:
|
SOUTHERN CALIFORNIA
EDISON
|
Renewable and Alternative Power
California Renewable Energy Small Tariff AGREEMENT
|
|
An EDISON INTERNATIONAL Company
|
||
GFID Number 5618; RAP ID Number 5669
|
1.1.
|
This Agreement provides for Producer to Interconnect and Operate a Renewable Generating Facility in parallel with SCE's Distribution System. This Agreement requires the Producer to be a retail customer and to obtain retail electrical service from SCE to serve all the electrical loads, net of any other Non-renewable Generating Facility, except as otherwise permitted under SCE's Tariffs, at the Premises identified in Appendix A. This Agreement also provides for Producer to sell energy, net of Station Use, produced by the Renewable Generating Facility directly to SCE provided the Renewable Generating Facility satisfies the Eligible Renewable Resource Facility Requirements as set forth in Appendix C, or the Small Power Producer Qualifying Facility Requirements and the Eligible Renewable Resource Facility Requirements set forth in Appendix D. This Agreement does not constitute an agreement by SCE to provide retail electrical service to Producer. Such arrangements must be made separately between SCE and Producer.
|
1.2.
|
In consideration of the mutual promises and obligations stated in this Agreement and its attachments, the Parties agree as follows:
|
2.1.
|
A description of the Renewable Generating Facility, including a summary of its significant components, a drawing showing the general arrangement of the Producer's Renewable Generating Facility, and a single-line diagram illustrating the Interconnection of the Renewable Generating Facility and loads with SCE's Distribution System, is attached hereto and incorporated herein as Appendix A.
|
2.2.
|
Name and address used by SCE to locate the electric Service Account(s) and Premises used to Interconnect the Renewable Generating Facility with SCE's Distribution System:
|
Coronus Joshua Tree East 1 LLC
|
|
6350 Mount Shasta Ave
|
|
Joshua Tree, CA 92252
|
|
3-039 2774-98 Service Account (if known)
|
Form 14-786
10/2011
|
|
|
2.4.
|
The Net Power Rating of the Renewable Generating Facility is 1,500 kW.
|
|
2.5.
|
The maximum (instantaneous) level of power that may be exported through the Point of Common Coupling by the Renewable Generating Facility to SCE's Distribution System is 1,500 kW. Please supply estimate!
|
|
2.6.
|
The annual energy production of the Renewable Generating Facility, net of Station Use, measured by the NGOM is expected to be 3,603,000 kWh. Please supply estimate!
|
|
2.7.
|
The annual energy exported through the Point of Common Coupling from the Producer's Premises identified in Appendix A beyond Producer's use is expected to be 3,603,000 kWh. Please supply estimate!
|
|
2.8.
|
The Renewable Generating Facility's expected date of Initial Operation is December 15, 2013..
|
|
(a)
|
Subject to any extensions made pursuant to Sections 2.9(b) or 2.9(c), and further subject to Section 2.9(d), Initial Operation must be no later than the earlier of (i) one hundred twenty (120) days from the Initial Synchronization Dale, and (ii) eighteen (18) months from the date of PPA Effective Date ("Initial Operation Deadline").
|
|
(b)
|
If all of the interconnection facilities, transmission upgrades and new transmission facilities, if any, described in Producer's interconnection agreement and required to interconnect the Generating Facility to SCE's Distribution System have not been completed and placed into operation by the CAISO or the Transmission Provider on the estimated completion date set forth in Producer's interconnection agreement, then, upon SCE's receipt of Notice from Producer, which Notice must be provided at least sixty (60) days before the date that is eighteen (18) months from the PPA Effective Date, the Initial Operation Deadline shall be extended on a day-for-day basis until all of the interconnection facilities, transmission upgrades and new transmission facilities, if any, described in Producer's interconnection agreement and required to interconnect the Generating Facility to SCE's Distribution System have been completed and placed into operation by the CAISO or the Transmission Provider, exception the extent any delay in such completion and placement into operation results from Producer failing to complete its obligations, take all actions and meet all of its deadlines under Producer's interconnection agreement needed to ensure timely completion and operation of such interconnection facilities, transmission upgrades and new transmission facilities.
|
|
(c)
|
If Producer has not obtained Permit Approval on or before that date that is ninety (90) days before the date that is eighteen (18) months from the PPA Effective Date, then, upon SCE's receipt of Notice from Producer, which Notice must be provided at least sixty (60) days before the date that is eighteen (18) months from the PPA Effective Date, the Initial Operation Deadline shall be extended on a day-for-day basis until Producer obtains Permit Approval, except to the extent any such delay results from Producer failing to take all commercially reasonable actions to apply for and meet all of its requirements and deadlines to obtain such Permit Approval.
|
Form 14-786
10/2011
|
|
|
(d)
|
Notwithstanding anything in this Agreement to the contrary, the Initial Operation Deadline may not be later than twenty-four (24) months from the PPA Effective Date.
|
|
[x] Does meet with the requirements for "Eligible Renewable Resource" as such term is used in Section 399.11 et seq. of the California Public Utilities Code.
|
|
[ ] Does meet with both the requirements for "Cogeneration" as such term is used in Section 216.6 of the California Public Utilities Code and with the requirements for "Eligible Renewable Resource" as such term is used in Section 399.11 et seq. of the California Public Utilities Code.
|
|
[ ] Does meet with both the requirements for a Small Power Producer Qualifying Facility pursuant to the regulations of the Federal Energy Regulatory Commission (18 Code of Federal Regulations Part 292, Section 292.203 et seq.) implementing the Public Utility Regulatory Policies Act of 1978 as Amended by the Energy Policy Act of 2005 and with the requirements for "Eligible Renewable Resource" as such term is used in Section 399.11 et seq. of the California Public Utilities Code.
|
Appendix A-
|
Description of Renewable Generating Facility and Single-Line Diagram
|
|
(Supplied by Producer)
|
||
Appendix B -
|
A copy of Interconnection Facilities Financing and Ownership
|
|
Agreement, if applicable (supplied by SCE)
|
||
Appendix C-
|
Producer's warranty that the Renewable Generating Facility meets with the requirements for "Eligible Renewable Resource" as defined in Section 399.11 et seq. of the California Public Utilities Code, if applicable.
|
|
Appendix D -
|
Producer's warranty that the Renewable Generating Facility, prior to January 1, 2002 met and continues to meet with the requirements for both a Small Power Producer Qualifying Facility pursuant to the regulations of the Federal Energy Regulatory Commission (18 Code of Federal Regulations Part 292, Section 292.203 et seq.) implementing the Public Utility Regulatory Policies Act of 1978 as Amended by the Energy Policy Act of 2005 and "Eligible Renewable Resource" as defined in Section 399.11 et seq. of the California Public Utilities Code, if applicable.
|
|
Appendix E-
|
Forecast Requirements for Generating Facilities that have a Net Power
|
|
Rating greater or equal to 500 kW
|
Form 14-786
10/2011
|
|
Appendix F -
|
Definitions
|
|
Appendix G -
|
TOU Periods and Energy Allocation Factors
|
|
Appendix H-
|
Summary of Dates, Term and Product Price for this Agreement
|
4.1.
|
SCE may terminate this Agreement on Notice, which termination becomes effective on the date specified by SCE in such Notice, if:
|
|
(a)
|
Producer fails to take all corrective actions specified in any SCE Notice, within the time frame set forth in such Notice, that any Generating Facility is out of compliance with any term of this Agreement;
|
|
(b)
|
Producer fails to interconnect and Operate a Generating Facility, in accordance with the terms of this Agreement, within one hundred twenty (120) days after SCE delivers electric energy to such Generating Facility for Station Use;
|
|
(c)
|
Producer abandons any Generating Facility;
|
|
(d)
|
Electric output from any Generating Facility ceases for twelve (12) consecutive months;
|
|
(e)
|
The Term does not commence within eighteen (18) months of the Effective Date, subject to any extensions herein as to which Producer is the Claiming Party or under Section 2.9(b) and 2.9(c);
|
|
(f)
|
Producer or the owner of a Site applies for or participates in the California Solar Initiative or any net energy metering tariff with respect to any Generating Facility at such Site; or
|
|
(g)
|
Producer has not installed any of the equipment or devices necessary for any Generating Facility to satisfy the Gross Power Rating of such Generating Facility, as set forth in Section 2.3.
|
|
(a)
|
If any representation or warranty in this Agreement made by the other Party is false or misleading in any material respect when made or when deemed made or repeated if the representation or warranty is continuing in nature, if such misrepresentation or breach of warranty is not remedied within ten (10) Business Days after Notice thereof from the nonbreaching Party to the breaching Party;
|
|
(b)
|
Except for an obligation to make payment when due, if there is a failure of the other Party to perform any material covenant or obligation set forth in this Agreement (except to the extent such failure provides a separate termination right for the non-breaching Party or to the extent excused by Force Majeure), if such failure is not remedied within thirty (30) days after Notice thereof from the non-breaching Party to the breaching Party;
|
|
(c)
|
If the other Party fails to make any payment due and owing under this Agreement, if such failure is not cured within five (5) Business Days after Notice thereof from the non-breaching Party to the breaching Party; or
|
|
(d)
|
In accordance with Section 19.4.
|
|
(e)
|
This Agreement automatically terminates on the Term End Date.
|
|
(f)
|
If a Party terminates this Agreement in accordance with Section 4, such Party will have the right to immediately suspend performance under this Agreement and pursue all remedies available at law or in equity against the other Party (including seeking monetary damages).
|
Form 14-786
10/2011
|
|
5.1.
|
Producer is responsible for Operating the Renewable Generating Facility in compliance with all of SCE Tariffs, including but not limited to Rule 21, and any other regulations and laws governing the Interconnection of the Renewable Generating Facility.
|
5.2.
|
The Renewable Generating Facility Net Power Rating shall be less than or equal to 1,500 kW.
|
5.3.
|
Producer shall not deliver reactive power to SCE's Distribution System unless the Parties have otherwise agreed in writing.
|
5.4.
|
The Renewable Generating Facility shall be Operated with all of Producer's Protective Functions in service and in accordance with Prudent Electrical Practices whenever the Renewable Generating Facility is Operated in parallel with SCE's Distribution System. Any deviation from these requirements may occur only when the Parties have agreed to such deviations in writing.
|
5.5.
|
For Renewable Generating Facility having a Net Power Rating equal to or greater than 500 kW, the Parties shall comply with the forecasting provisions of Appendix E.
|
5.6.
|
SCE shall have ingress and egress to examine the Site and Generating Facility for purposes connected with this Agreement.
|
6.1.
|
The amount of energy purchased under this Agreement shall be determined by electrical meters and equipment owned, Operated, and maintained by SCE.
|
6.2.
|
The Product Price, as set forth in Section 3 of Appendix H, shall equal the Market Price Referent ("MPR") most recently determined by the Commission prior to the Execution Date, using the project on-line year in which the date of actual Initial Operation occurs as described in Appendix H, and the Term as elected in Appendix H.
|
Adopted 2011 Market Price Referents
|
||||
(Nominal- dollars/kWh)
|
||||
Resource Type
|
10-Year
|
15-Year
|
20-Year
|
25-Year
|
2012 Baseload MPR
|
0.07688
|
0.08352
|
0.08956
|
0.09274
|
2013 Baseload MPR
|
0.08103
|
0.08775
|
0.09375
|
0.09695
|
2014 Baseload MPR
|
0.08454
|
0.09151
|
0.09756
|
0.10081
|
2015 Baseload MPR
|
0.08804
|
0.09520
|
0.10132
|
0.10464
|
2016 Baseload MPR
|
0.09156
|
0.09883
|
0.10509
|
0.10848
|
2017 Baseload MPR
|
0.09488
|
0.10223
|
0.10859
|
0.11206
|
2018 Baseload MPR
|
0.09831
|
0.10570
|
0.11218
|
0.11572
|
2019 Baseload MPR
|
0.10186
|
0.10928
|
0.11587
|
0.11946
|
2020 Baseload MPR
|
0.10550
|
0.11296
|
0.11965
|
0.12326
|
6.3.
|
Producer agrees to sell all electric energy produced by the Renewable Generating Facility as specified herein in Section 6.4 below together with all Green Attributes, Capacity Attributes and Resource Adequacy Benefits (collectively, the "Attributes") to SCE.
|
6.4.
|
SCE shall pay Producer for all Attributes and all electrical energy, net of Station Use, measured by the Net Generation Output Meter ("NGOM") as defined in SCE's Rule 21 and located as shown on the Single-Line Diagram of Appendix A
|
Form 14-786
10/2011
|
|
6.5.
|
For the purpose of calculating monthly payments, the amount measured by the NGOM shall be time-differentiated according to the time period and season of the receipt of Product by SCE from Producer ("TOU Periods") and the pricing shall be weighted by the Energy Allocation Factors set forth in Appendix G.
|
6.6.
|
SCE shall adjust the energy and demand amounts recorded by the SCE billing meter at the Point of Common Coupling, as defined in SCE's Rule 21, to reflect the net generation output amounts measured by the NGOM for purposes of billing the Producer in accordance with SCE's applicable Tariff rate schedule(s).
|
6.7.
|
SCE shall determine the amount of energy received by SCE pursuant to this Agreement for each monthly period and provide a statement to Producer approximately thirty (30) days after each. monthly meter reading date.
|
6.8.
|
SCE shall not be obligated to issue a payment to Producer until the amount due for the energy received pursuant to this Agreement exceeds one thousand dollars ($1000), except that SCE shall pay all amounts due to Producer pursuant to this Agreement at least once per calendar year no later than 30 days after the end of the calendar year.
|
6.9.
|
Unless otherwise agreed in writing by the Parties, any payment due for Product received under this Agreement shall be satisfied by SCE issuing a check to Producer. Alternatively, SCE reserves the right, but shall not be obligated to apply any amount owed to Producer toward any amounts due to SCE from Producer for any charges incurred under this ·Agreement or for past due bills for electric service or for SCE services.
|
6.10.
|
In the event adjustments to SCE's payments are required as a result of inaccurate metering equipment, SCE shall determine the correct amount of energy received under this Agreement during the period of inaccuracy and recompute the amount due to or from Producer. Any refund due and payable to SCE or due by SCE to Producer resulting from inaccurate metering shall be made within thirty (30) calendar days of SCE's Notice to Producer by SCE of the amount due.
|
6.11.
|
Monthly charges, if any, associated with Interconnection Facilities shall be billed and paid pursuant to the applicable Interconnection Facilities Financing and Ownership Agreement in Appendix B and monthly charges, if any, associated with electric service provided by SCE shall be billed and paid pursuant to the applicable Tariffs filed by SCE with the Commission.
|
Form 14-786
10/2011
|
|
7.1.
|
Producer and/or SCE, as appropriate, shall provide Interconnection Facilities that adequately protect SCE's Distribution System, personnel, and other persons from damage or injury, which may be caused by the Operation of Producer's Renewable Generating Facility.
|
7.2.
|
Producer shall be solely responsible for the costs, design, purchase, construction, Operation, and maintenance of the Interconnection Facilities that Producer owns.
|
7.3.
|
If the provisions of SCE's Rule 21, or any other Tariff approved by the Commission, require SCE to own and operate a portion of the Interconnection Facilities, Producer and SCE shall promptly execute an Interconnection Facilities Financing and Ownership Agreement that establishes and allocates responsibility for the design, installation, Operation, maintenance, and ownership of the Interconnection Facilities. This agreement shall be attached to and made a part of this Agreement as Appendix B.
|
8.1.
|
Producer shall promptly curtail the production of the Generating Facility: (i) upon Notice from SCE that SCE has been instructed by the CAISO or the Transmission Provider to curtail energy deliveries; (ii) upon Notice that Producer has been given a curtailment order or similar instruction in order to respond to an Emergency; (iii) if no CAISO Schedule was awarded in either the Day-Ahead Market or the Real-Time Market and SCE notifies Producer to curtail the production of the Generating Facility; or (iv) if SCE issues an OSGC Order.
|
8.2.
|
For each day of the Term, if no CAISO Schedule is awarded for the Forecasted energy in both the Day-Ahead Market and Real-Time Market for such day, and the Generating Facility has not been curtailed pursuant to Section 8.1(i) or (ii), then, so long as Producer's actual availability establishes that the Generating Facility would have been able to deliver but for the fact an CAISO Schedule was not awarded, SCE shall pay Producer the Product Price, as adjusted by Appendix G, for the amount of energy Producer would have been able to deliver but for the fact that Producer did not receive an CAISO Schedule. The amount of energy that could have been delivered will be determined in accordance with Section 8.4.
|
8.3.
|
If SCE bids the energy from the Generating Facility into the Day-Ahead Market or Real-Time Market and the CAISO awards an CAISO Schedule as a result of that bid, SCE shall have the right, but not the obligation, to order Producer to curtail the delivery of energy (an "OverSchedule Generation Curtailment Order" or "OSGC Order") in excess of an CAlSO Schedule awarded pursuant to this Section 8.3 (the "Over-Schedule Generation Curtailment Quantity" or "OSGC Quantity"). SCE shall pay Producer the Product Price, as adjusted by Appendix G, for the OSGC Quantity Producer would have been able to deliver but for the fact that SCE issued an OSGC Order. The amount of energy that could have been delivered will be determined in accordance with Section 8.4.
|
8.4.
|
SCE shall estimate the amount of energy the Generating Facility would have been able to deliver under Sections 8.2 and 8. 3. SCE shall apply accepted industry standards in making such an estimate and take into consideration the actual availability of the Generating Facility, past performance of the Generating Facility, meteorological data, solar irradiance data (if applicable), and any other relevant information. Producer shall cooperate with SCE's requests for information associated with any estimate made hereunder. SCE's estimates under this Section 8 for the amount of energy that the Generating Facility would have been able to deliver under Sections 8.2 and 8.3 will be determined in SCE's sole discretion.
|
Form 14-786
10/2011
|
|
h
|
|
9.1.
|
On or before the thirtieth (301 ) day following the Effective Date, Producer shall post and thereafter maintain a development fee (the "Development Security") equal to twenty dollars ($20) for each kilbwatt of the Gross Power Rating. The Development Security will be held by SCE and must be in the form of either a cash deposit or the Letter of Credit. If Producer establishes the Development Security in the form of a cash deposit, SCE shall make monthly Simple Interest Payments to Producer in accordance with the terms of this Agreement.
|
|
(a)
|
Demonstrates to SCE's satisfaction that Producer has installed all of the equipment or devices necessary for the Generating Facility to satisfy the Gross Power Rating of such Generating Facility, SCE shall return the Development Security to Producer within thirty (30) days of Initial Operation;
|
|
(b)
|
Has not installed any of the equipment or devices necessary for any Generating Facility to satisfy any of the Gross Power Rating, Producer shall forfeit, and SCE shall have the right to retain, the entire Development Security and terminate this Agreement; or
|
|
(c)
|
Has installed only a portion of the equipment or devices necessary for a Generating Facility to satisfy the Gross Power Rating of such Generating Facility, SCE shall return, within thirty (30) days of Initial Operation, only the portion of the Development Security equal to the product of twenty dollars ($20) per kW of the portion of the Gross Power Rating available to deliver the Product to SCE at the Point of Common Coupling. This Section 9.2 is subject to any extension of Initial Operation as to which Producer is the Claiming Party or under Section 2.9(b) and 2.9(c).
|
11.1.
|
In connection with Producer's performance of its duties and obligations under this Agreement, Producer shall maintain, during the term of this Agreement, general liability insurance with a combined single limit of not less than:
|
|
(a)
|
Two million dollars ($2,000,000) for each occurrence if the Gross Power Rating of Producer's Renewable Generating Facility is greater than one hundred (100) kW;
|
|
(b)
|
One million dollars ($1,000,000) for each occurrence if the Gross Power Rating of Producer's Renewable Generating Facility is greater than twenty (20) kW and less than or equal to one hundred (100) kW; and
|
|
(c)
|
Five hundred thousand dollars ($500,000) for each occurrence if the Gross Power Rating of Producer's Renewable Generating Facility is twenty (20) kW or less.
|
|
(d)
|
Two hundred thousand dollars ($200,000) for each occurrence if the Gross Power Rating of Producer's Renewable Generating Facility is ten (10) kW or less and Producer's Renewable Generating Facility is connected to an account receiving residential service from SCE.
|
Form 14-786
10/2011
|
|
11.2.
|
The general liability insurance required in Section 11.1 shall, by endorsement to the policy or policies, (a) include SCE as an additional insured; (b) contain a severability of interest clause or cross-liability clause; (c) provide that SCE shall not by reason of its inclusion as an additional insured incur liability to the insurance carrier for payment of premium for such insurance; and (d) provide for thirty (30) calendar days' written notice to SCE prior to cancellation, termination, alteration, or material change of such insurance.
|
11.3.
|
If Producer's Renewable Generating Facility is connected to an account receiving residential service from SCE and the requirement of Section 11.2(a) prevents Producer from obtaining the insurance required in Section 11.1, then upon Producer's written Notice to SCE in accordance with Section 12.1, the requirements of Section 11.2(a) shall be waived.
|
11.4.
|
Evidence of the insurance required in Section 11.2 shall state that coverage provided is primary and is not in excess to or contributing with any insurance or self-insurance maintained by SCE.
|
11.5.
|
Producer agrees to furnish the required certificates and endorsements to SCE prior to Initial Operation. SCE shall have the right to inspect or obtain a copy of the original policy or policies of insurance.
|
11.6.
|
If Producer is self-insured with an established record of self-insurance, Producer may comply with the following in lieu of Sections 11.1 through 11.4:
|
|
(a)
|
Producer shall provide to SCE, at least thirty (30) calendar days prior to the date of Initial Operation, evidence of an acceptable plan to self-insure to a level of coverage equivalent to that required under Section 11.1.
|
|
(b)
|
If Producer ceases to self-insure to the level required hereunder, or if Producer is unable to provide continuing evidence of Producer's ability to self-insure, Producer agrees to immediately obtain the coverage required under Section 11.1.
|
11.7.
|
All insurance certificates, statements of self insurance, endorsements, cancellations, terminations, alterations, and material changes of such insurance shall be issued, clearly labeled with agreement ID number and submitted to the following:
|
12.1.
|
Any written notice, demand, or request required or authorized in connection with this Agreement ("Notice") shall be deemed properly given if delivered in person or sent by first class mail, postage prepaid, to the person specified below:
|
Form 14-786
10/2011
|
|
12.2.
|
A Party may change its address for Notices at any time by providing the other Party Notice of the change in accordance with Section 12.1.
|
12.3.
|
All Notices must reference the agreement ID number set forth on the first page of this Agreement.
|
12.4.
|
Notices (other than forecasts and schedules) shall, unless otherwise specified herein, be in writing and may be delivered in person, United States mail or overnight courier service.
|
12.5.
|
Notice by hand delivery shall be effective at the close of business on the day actually received, if received during business hours on a Business Day, and otherwise shall be effective at the close of business on the next Business Day, unless a different date for the Notice to go into effect is stated in another section of this Agreement.
|
12.6.
|
Notice by overnight United States mail or courier shall be effective on the next Business Day after it was sent.
|
12.7.
|
The Parties may also designate operating representatives to conduct the daily communications, which may be necessary or convenient for the administration of this Agreement. Such designations, including names, addresses, and phone numbers may be communicated or revised by Notice provided in accordance herewith.
|
13.1.
|
SCE shall have the right to review and obtain copies of Producer's operations and maintenance records, logs, or other information such as, but not limited to, unit availability, maintenance outages, circuit breaker operation requiring manual reset, relay targets and unusual events pertaining to Producer's Renewable Generating Facility or its Interconnection with SCE's Distribution System.
|
|
(a)
|
Producer authorizes SCE to release to the CEC and/or the Commission information regarding the Renewable Generating Facility, including the Producer's name and location, and the size, location and operational characteristics of the Renewable Generating Facility, the Term, the ERR type, the Initial Operation Date·and the Net Power Rating of the Renewable Generating Facility, as requested from time to time pursuant to the CEC's or Commission's rules and regulations.
|
Form 14-786
10/2011
|
|
16.
|
GOVERNING LAW, JURISDICTION OF COMMISSION, INCLUSION OF SCE's TARIFF RATE SCHEDULES, DEFINED TERMS
|
16.1.
|
This Agreement shall be interpreted, governed, and construed under the laws of the State of California as if executed and to be performed wholly within the State of California without giving effect to choice of law provisions that might apply to the law of a different jurisdiction. Each Party waives its respective right to any jury trial with respect to any litigation arising under or in connection with this Agreement
|
16.2.
|
The Interconnection and services provided under this Agreement shall at all times be subject to the terms and conditions set forth in the Tariffs applicable to the electric service provided by SCE. Copies of such Tariffs are available at www.sce.com or by request to SCE and are incorporated by reference into this Agreement.
|
16.3.
|
When initially capitalized, whether in the singular or in the plural, the terms used herein shall have the meanings assigned to them either in this Agreement, Appendix F; in SCE's Rule 1 or Rule 21, Section H; or SCE's Schedule CREST. If any term is defined in both Rule 1 and Rule 21, the definition in Rule 21 shall prevail. If any term is defined in both Schedule CREST and this Agreement, the definition in Schedule CREST shall prevail.
|
18.1.
|
This Agreement, including any incorporated Tariffs and Rules, contains the entire agreement and understanding between the Parties, their agents, and employees as to the subject matter of this Agreement. Each Party also represents that in entering into this Agreement, it has not relied on any promise, inducement, representation, warranty, agreement or other statement not set forth in this Agreement or in the incorporated Tariffs and Rules.
|
19.1.
|
Neither Party shall be in default in the performance of any of its obligations set forth in this Agreement, except for obligations to pay money, when and to the extent failure of performance is caused by Force Majeure.
|
Form 14-786
10/2011
|
|
19.2.
|
If a Party, because of Force Majeure, is rendered wholly or partly unable to perform its obligations when due under this Agreement, such Party (the "Claiming Party") shall be excused from whatever performance is affected by the Force Majeure to the extent so affected. In order to be excused from its performance obligations under this Agreement by reason of Force Majeure:
|
|
(a)
|
The Claiming Party, on or before the fourteenth (14th) day after the initial occurrence of the claimed Force Majeure, must give the other Party Notice describing the particulars of the occurrence; and
|
|
(b)
|
The Claiming Party must provide timely evidence reasonably sufficient to establish that the occurrence constitutes Force Majeure as defined in this Agreement.
|
19.3.
|
The suspension of the Claiming Party's performance due to Force Majeure may not be greater in scope or longer in duration than is required by such Force Majeure. In addition, the Claiming Party shall use diligent efforts to remedy its inability to perform. When the Claiming Party is able to resume performance of its obligations under this Agreement, the Claiming Party shall give the other Party prompt Notice to that effect.
|
19.4.
|
The non-Claiming Party may terminate this Agreement on at least five (5) Business Days' prior Notice, in the event of Force Majeure which materially interferes with such Party's ability to perform its obligations under this Agreement and which extends for more than 365 consecutive days, or for more than a total of 365 days in any consecutive 540-day period.
|
20.1.
|
Each Party as indemnitor shall defend, save harmless and indemnify the other Party and the directors, officers, employees, and agents of such other Party against and from any and all loss, liability, damage, claim, cost, charge, demand, or expense (including any direct, indirect, or consequential loss, liability, damage, claim, cost, charge, demand, or expense, including reasonable attorneys' fees) for injury or death to persons, including employees of either Party, and physical damage to property including property of either Party arising out of or in connection with the negligence or willful misconduct of the indemnitor relating to its obligations under this Agreement. This indemnity applies notwithstanding the active or passive negligence of the indemnitee; provided, however, that neither Party is indemnified under this Agreement for its loss, liability, damage, claim, cost, charge, demand or expense to the extent resulting from its own negligence or willful misconduct.
|
20.2.
|
Producer shall defend, save harmless and indemnify SCE, its directors, officers, employees, and agents, assigns, and successors in interest, for and against any penalty imposed upon SCE to the extent caused by Producer's failure to fulfill its obligations as set forth in Section
|
|
6.3.
|
20.3.
|
Each Party releases and shall defend, save harmless and indemnify the other Party from any and all loss, liability, damage, claim, cost, charge, demand or expense arising out of or in connection with any breach made by the indemnifying Party of its representations, warranties and covenants in Sections 2.10 and 18, and Appendices C and D. Notwithstanding anything to the contrary in this Agreement, if Producer fails to comply with the provisions of Section 11, Producer shall, at its own cost, defend, save harmless and indemnify SCE, its directors, officers, employees, and agents, assigns, and successors in interest, from and against any and all loss, liability, damage, claim, cost, charge, demand, or expense of any kind or nature (including any direct, indirect, or consequential loss, damage, claim, cost, charge, demand, or expense, including reasonable attorneys' fees and other costs of litigation), resulting from injury or death to any individual or damage to any property, including the personnel or property of SCE, to the extent that SCE would have been protected had Producer complied with all of the provisions of Section 11. The inclusion of this Section 20.3 is not intended to
|
Form 14-786
10/2011
|
|
CORONUS JOSHUA TREE EAST 1
LLC
|
SOUTHERN CALIFORNIA EDISON COMPANY
|
|||
By:
|
Jeff Thachuk
|
By:
|
Marc Ulrich
|
|
Name:
|
Jeff Thachuk
|
Name:
|
Marc Ulrich
|
|
Title:
|
President
|
Title:
|
Vice President of Renewable & Alternative Power
|
|
Date:
|
Nov. 27, 2012
|
Date:
|
12 – 7 - 2012
|
Form 14-786
10/2011
|
|
Form 14-786
10/2011
|
|
Form 14-786
10/2011
|
|
Form 14-786
10/2011
|
|
Form 14-786
10/2011
|
|
Form 14-786
10/2011
|
|
Form 14-786
10/2011
|
|
|
(1)
|
Beginning the Wednesday prior to the planned Initial Operation of the Renewable Generating Facility, Producer will electronically provide SCE with an Energy Forecast for the next calendar week, by no later than 5PM Wednesday of the week preceding the week covered by the Energy Forecast.
|
|
a)
|
Not include any anticipated or expected electric energy losses between the Net Generation Output Meter and the Point of Common Coupling;
|
|
d)
|
Be sent to presched@sce.com with a copy to electrade@sce.com or through SCE-provided software, or as otherwise instructed by SCE.
|
|
(2)
|
If Producer revises any Energy Forecast submitted pursuant to Item 2(a)(i)(1) the revision in the Energy Forecast shall be communicated by Producer to SCE's Day-Ahead Group no later than 8:30a.m. the day prior to the effective date of the revision.
|
Form 14-786
10/2011
|
|
|
(3)
|
If Producer revises any Energy Forecast submitted pursuant to Item 2(a)(i)(1) or Item 2(a)(i)(2) the revision in the Energy Forecast shall be communicated by Producer to SCE's Real-Time Group no later than one half (Y,) hour prior to the CAISO's Hour-Ahead scheduling deadline.
|
|
(i)
|
In addition to the requirements set forth in Item 2(a) above, Producer shall electronically provide SCE with a rolling 30-day Energy Forecast, beginning at least thirty (30) days prior to commencement of the Term.
|
|
(1)
|
Be constructed using reasonable file formats, templates, and naming conventions agreed to by the Parties.
|
|
(3)
|
Be sent to esmstpoutage@sce.com with a copy to presched@sce.com or through SCE-provided software, or as otherwise instructed by SCE.
|
Form 14-786
10/2011
|
|
|
(ii)
|
Producer shall update the rolling 30-day hourly forecast weekly by 5:00 PM each Wednesday and send to esmstpoutage@sce.com with a copy to presched@sce.com or use an SCE provided web client (the "Web Client") if it is available.
|
|
(iii)
|
If Producer learns of any inaccuracies in its most recently submitted 30-day hourly Energy Forecast affecting the period between the date Producer learns of the inaccuracy and the date that the next updated 30-day hourly
|
Form 14-786
10/2011
|
|
1.
|
"Agreement" has the meaning set forth in the Preamble.
|
2.
|
"Applicable Law" means all constitutions, treaties, laws, ordinances, rules, regulations, interpretations, permits, judgments, decrees, injunctions, writs and orders of any Governmental Authority or arbitrator that apply to any Party, a Generating Facility or the terms of this Agreement.
|
3.
|
"Attributes" has the meaning set forth in Section 6.3.
|
4.
|
"Business Day" means any day except a Saturday, Sunday, a Federal Reserve Bank holiday, or the Friday following Thanksgiving. A Business Day shall begin at 8:00a.m. and end at 5:00p.m. local time for the Party sending the Notice or payment or performing a specified action.
|
5.
|
"CAISO" means the California Independent System Operator Corporation or successor entity that dispatches certain generating units and loads and controls the transmission facilities of entities that:
|
|
a)
|
Own, operate and maintain transmission lines and associated facilities or have entitlements to use certain transmission lines and associated facilities; and
|
6.
|
"CAISO Schedule," "CAISO Scheduled" or "CAISO Scheduling" means the action of SCE in submitting bids to the CAlSO and receiving all CAISO markets results from the CAISO; provided, that a CAISO market result where the Generating Facility is instructed to deliver zero (0) kWhs is not considered a "CAISO Schedule" for purposes of this Agreement.
|
7.
|
"CAISO Tariff" means the California Independent System Operator Corporation Operating Agreement and Tariff, including the rules, protocols, procedures and standards attached thereto, as the same may be amended or modified from time-to-time and approved by FERC.
|
8.
|
"California Solar Initiative" means the California Solar Initiative Program implemented and overseen by the CPUC, and as may be revised from time to time.
|
9.
|
"Capacity Attributes" means any and all current or future defined characteristics, certificates, tag, credits, ancillary service attributes, or accounting constructs, howsoever entitled, including any accounting construct counted toward any resource adequacy requirements, attributed to or associated with the Renewable Generating Facility or any unit of generating capacity of the Renewable Generating Facility during the Term.
|
Form 14-786
10/2011
|
|
14.
|
"Credit Rating" means with respect to any entity, on the relevant date of determination, the respective ratings then assigned to such entity's unsecured, senior long-term debt or deposit obligations (not supported by third party credit enhancement) by S&P, Fitch or Moody's. If no rating is assigned to such entity's unsecured, senior long-term debt or deposit obligation by S&P, Fitch or Moody's, then "Credit Rating" means the general corporate credit rating or long-term issuer rating assigned by the other two ratings agencies.
|
15.
|
"CREST" means .Qalifornia Renewable ];nergy .§mall Iariff the SCE Tariff schedule that expands
|
|
Tariff Schedule WATER to Eligible Customers.
|
16.
|
"Day-Ahead Market" has the meaning set forth in the CAISO Tariff.
|
17.
|
"Development Security" has the meaning set forth in Section 9.1.
|
18.
|
"Effective Date" or "PPA Effective Date" has the meaning set forth in Section 21.
|
19.
|
"Eligible Customer" has the meaning set forth in Tariff Schedule CREST.
|
20.
|
"Emergency'' means (i) an actual or imminent condition or situation which jeopardizes the integrity of the electric system or the integrity of any other systems to which the electric system is connected or any condition so defined and declared by the CAISO; or (ii) an emergency condition as defined under an interconnection agreement and any abnormal interconnection or system condition that requires automatic or immediate manual action to prevent or limit loss of load or generation supply, that could adversely affect the reliability of the electric system or generation supply, that could adversely affect the reliability of any interconnected system, or that could otherwise pose a threat to public safety.
|
21.
|
"Energy Forecast" has the meaning set forth in Appendix E.
|
22.
|
"ERR" means a generating facility that qualifies as an eligible renewable electric energy resource for purposes of the RPS Legislation.
|
23.
|
"ERR Requirements", "ERR Status", "ERRIRPS Status Change" and "ERR Warranty" have the meanings set forth in Appendix C.
|
24.
|
"Execution Date" means the date of Producer's signature in Section 21 and compliance with the eligibility requirements of Schedule CREST and any applicable Commission decision with respect to Schedule CREST.
|
25.
|
"FERC" means the Federal Energy Regulatory Commission.
|
26.
|
"Fitch" means Fitch Ratings Ltd. or its successor.
|
27.
|
"Force Majeure" means any event or circumstance (that is not anticipated as of the Effective Date) to the extent beyond the control of, and not the result of the negligence of, or caused by, the Party seeking to have its performance obligation excused thereby, which by the exercise of due diligence such Party could not reasonably have been expected to avoid and which by exercise of due diligence it has been unable to overcome. Force Majeure does not include: (i) a failure of performance of any individual or entity, including any individual or entity providing electric transmission or distribution service or fuel transportation to a Generating Facility, except to the extent that such failure was caused by an event that would otherwise qualify as Force Majeure; (ii) failure to timely apply for or obtain Permits or other credits required to Operate a Generating Facility; (iii) breakage or malfunction of equipment (except to the extent that such failure was caused by an event that would otherwise qualify as Force Majeure); (iv) the lack of wind, solar irradiation or other fuel source of an inherently intermittent nature; or (v) any delay in providing, or cancellation of, interconnection service.
|
Form 14-786
10/2011
|
|
28.
|
"Forecast", "Forecast Requirements" and "Forecast Procedures" have the meanings set forth in Appendix E.
|
29.
|
"Generating Facility" means Producer's Renewable and Non-renewable Generating Facilities, as more particularly described in Appendix A, together with all materials, equipment systems, structures, features and improvements necessary to produce electric energy at such facility, excluding the Site, land rights and interests in land.
|
30.
|
"Governmental Authority" means:
|
|
a)
|
Any federal, state, local, municipal or other government;
|
|
b)
|
Any governmental, regulatory or administrative agency, commission, or other authority lawfully exercising or entitled to exercise any administrative, executive, judicial, legislative, police, regulatory or taxing authority or power; or
|
|
c)
|
Any court or governmental tribunal.
|
31.
|
"Green Attributes" means any and all credits, benefits, em1ss1ons reductions, offsets, and allowances, howsoever entitled, attributable to the generation from the Generating Facility unit(s) and its displacement of conventional energy generation. Green Attributes include but are not limited to Renewable Energy Credits, as well as:
|
|
a)
|
Any avoided emissions of pollutants to the air, soil or water such as sulfur oxides (SOx), nitrogen oxides (NOx), carbon monoxide (CO) and other pollutants;
|
|
b)
|
Any avoided emissions of carbon dioxide (C02), methane (CH4), nitrous oxide, hydrofluorocarbons, perfluorocarbons, sulfur hexafluoride and other greenhouse gases (GHGs) that have been determined by the United Nations Intergovernmental Panel on Climate Change, or otherwise by law, to contribute to the actual or potential threat of altering the Earth's climate by trapping heat in the atmosphere;
|
|
c)
|
The reporting rights to these avoided emissions, including, without limitation, such as Green Tag Reporting Rights; and
|
|
e)
|
Any electric energy, capacity, reliability or other power attributes from the Generating
|
|
Facility unit(s);
|
|
f)
|
Production Tax Credits associated with the construction or operation of the Generating Facility and other financial incentives in the form of credits, reductions, or allowances associated with the Generating Facility)that are applicable to a state or federal income taxation obligation;
|
Form 14-786
10/2011
|
|
|
g)
|
Fuel-related subsidies or "tipping fees" that may be paid to Producer to accept certain fuels, or local subsidies received by the Producer for the destruction of particular pre existing pollutants or the promotion of local environmental benefits; or
|
|
h)
|
Emission reduction credits encumbered or used by the Generating Facility for compliance with local, state, or federal operating and/or air quality permits.
|
32.
|
"Gross Power Rating" means the value, in kW, set forth in Section 2.3.
|
33.
|
"Initial Operation" means the date the Renewable Generating Facility first Interconnects and Operates in parallel with SCE's Distribution System and the NGOM records electric energy received by SCE from the Renewable Generating Facility.
|
34.
|
"Initial Operation Deadline" has the meaning set forth in Section 2.9
|
35.
|
"Initial Synchronization" means the Generating Facility is operating in parallel with SCE's Distribution System and the first kWh of electric energy is measured by the NGOM,or SCE Meter, as applicable.
|
36.
|
"Interconnect" or "Interconnection" have the meanings set forth in SCE's Rule 21 or the WDAT, as applicable.
|
37.
|
"Interconnection Facilities Financing and Ownership Agreement" means that certain agreement between Producer and SCE attached hereto as Appendix B.
|
38.
|
"Interest Rate" means an annual rate equal to the rate published in The Wall Street Journal as the "Prime Rate" (or, if more than one rate is published, the arithmetic mean of such rates) as of the date payment is due plus two (2) percentage points; provided, however, that in no event will the Interest Rate exceed the maximum interest rate permitted by Applicable Laws.
|
39.
|
"Kw'' means a kilowatt (1,000 watts) of electric power.
|
40.
|
"kWh" means a kilowatt-hour ( 1,000 watt-hours) of electric energy.
|
41.
|
"Lender" means any financial institutions or successors in interest or assignees that provide(s) development, bridge, construction, permanent debt or tax equity financing or refinancing for the Generating Facility to Producer.
|
42.
|
"Letter of Credit" means an irrevocable, nontransferable standby letter of credit provided by Producer from an issuer acceptable to SCE that is either a U.S. commercial bank or a U.S. branch of a foreign bank with the bank having a Credit Rating of at least "A-" from S&P and Fitch and "A3" from Moody's, in a form approved by SCE. Producer must bear the costs of all Letters of Credit.
|
43.
|
"Market Price Referent" or "MPR" means the market price referent applicable to this Agreement as determined by the CPUC in accordance with California Public Utilities Code Section 399.15(c) for the Term as set forth in Section 6.2.
|
44.
|
"Moody's" means Moody's Investor Services, Inc.
|
Form 14-786
10/2011
|
|
45.
|
"Net Generation Output Meter" or "NGOM" has the meaning set forth in SCE's Rule 21.
|
46.
|
"Net Power Rating" is the value Gross Power Rating minus Station Use, in kW. The Net Power
|
|
Rating shall not exceed 1,500 kW per California Public Utilities Code Section 399.20{h).
|
47.
|
"Non-renewable Generating Facility" means Producer's electric generating facility that exists on the Premises identified in Appendix A, but does not comply with the requirements set forth in Appendix C or Appendix D.
|
48.
|
"Notice" has the meaning set forth in Section 12.1.
|
49.
|
"Operate," "Operating" or "Operation" means to provide (or the provision of) all the operation, engineering, purchasing, repair, supervision, training, inspection, testing, protection, use, management, improvement, replacement, refurbishment, retirement, and maintenance activities associated with operating the Generating Facility in accordance with Prudent Electrical Practices.
|
50.
|
"Party" or "Parties" have the meaning set forth in the Preamble.
|
51.
|
"Permit" or "Permits" means all applications, approvals, authorizations, consents, filings, licenses, orders, permits or similar requirements imposed by any Governmental Authority, or the CAISO, in order to develop, construct, operate, maintain, improve, refurbish and retire the Generating Facility or to Schedule and deliver the electric energy produced by the Generating Facility to SCE, including the Authority to Construct permit.
|
|
Permits includes the documentation required by California Public Utilities Code Section 2812{d)1 for Producers subject to Section 2802 for hydroelectric Renewable Generating Facilities.
|
52.
|
"Permit Approval" means approval by the relevant regulatory agencies of any Permit and shall be deemed obtained upon the issuance of such Permit, and shall not be invalidated by the pendency of an appeal or other post-issuance challenge to the issuance of the Permit.
|
53.
|
"Point of Common Coupling" has the meaning set forth in SCE's Rule 21.
|
54.
|
"Premises" means all of the real property and apparatus employed in a single enterprise on an integral parcel of land undivided, excepting in the case of industrial, agricultural, oil field, resort enterprises, and public or quasi-public institutions, by a dedicated street, highway, or other public thoroughfare, or a railway. Automobile parking lots constituting a part of, and adjacent to, a single enterprise may be separated by an alley from the remainder of the premises served.
|
55.
|
"Producer" has the meaning set forth in the Preamble.
|
|
a)
|
All electric power and energy produced by the Renewable Generating Facility, net of Station Use of the Renewable Generating Facility; and
|
|
b)
|
All associated Environmental Attributes, Capacity Attributes, Renewable Energy Credits and Resource Adequacy Benefits.
|
Form 14-786
10/2011
|
|
59.
|
"Prudent Electrical Practices" means those practices, methods and acts that would be implemented and followed by prudent operators of electric energy generating facilities in the Western United States, similar to the Generating Facility, during the relevant time period, which practices, methods and acts, in the exercise of prudent and responsible professional judgment in the light of the facts known at the time the decision was made, could reasonably have been expected to accomplish the desired result consistent with good business practices, reliability and safety.
|
|
a)
|
Equipment, materials, resources, and supplies, including spare parts inventories, are available to meet the Generating Facility's needs;
|
|
b)
|
Sufficient operating personnel are available at all times and are adequately experienced and trained and licensed as necessary to operate the Generating Facility properly and efficiently, and are capable of responding to reasonably foreseeable emergency conditions at the Generating Facility and emergencies whether caused by events on or off the Site;
|
|
c)
|
Preventive, routine, and non-routine maintenance and repairs are performed on a basis that ensures reliable, long term and safe operation of the Generating Facility, and are performed by knowledgeable, trained, and experienced personnel utilizing proper equipment and tools;
|
|
d)
|
Appropriate monitoring and testing are performed to ensure equipment is functioning as designed;
|
|
e)
|
Equipment is not operated in a reckless manner, in violation of manufacturer's guidelines or in a manner unsafe to workers, the general public, or SCE's electric system or contrary to environmental laws, permits or regulations or without regard to defined limitations such as, flood conditions, safety inspection requirements, operating voltage, current, volt ampere reactive (VAR) loading, frequency, rotational speed, polarity, synchronization, and control system limits; and
|
|
f)
|
Equipment and components designed and manufactured to meet or exceed the standard of durability that is generally used for electric energy generating facilities operating in the Western United States and will function properly over the full range of ambient temperature and weather conditions reasonably expected to occur at the Site and under both normal and emergency conditions.
|
60.
|
"Real-Time Market" has the meaning set forth in the CAISO Tariff.
|
61.
|
"Renewable Energy Credit" has the meaning set forth in California Public Utilities Code Section 399.12(g), as may be amended from time to time or is further defined or supplemented by law."Renewable Generating Facility" means all of Producer's electric generating facilities as more particularly described in Appendix A, together with all materials, equipment systems, structures, features and improvements necessary to produce electric energy at such facility, (excluding the Site, land rights and interests in land) located at the Premises identified in Appendix A and complying with the requirements of Appendix Cor Appendix D for the entire Term of this Agreement.
|
Form 14-786
10/2011
|
|
62.
|
"Resource Adequacy Benefits" means the rights and privileges attached to the Generating Facility that satisfy any entity's resource adequacy obligations, as those obligations are set forth in any Resource Adequacy Rulings and shall include any local, zonal or otherwise locational attributes associated with the Generating Facility.
|
63.
|
"Resource Adequacy Rulings" means CPUC Decisions 04-01-050, 04-10-035, 05-10-042,06-06-064, 06-07-031 and any subsequent CPUC ruling or decision, or any other resource adequacy laws, rules or regulations enacted, adopted or promulgated by any applicable Governmental Authority, as such decisions, rulings, laws, rules or regulations may be amended or modified from time-to-time during the Term.
|
64.
|
"RPS Legislation" means the State of California Renewable Portfolio Standard Program, as codified at California Public Utilities Code Section 399.11, et seq.
|
65.
|
"RPS Requirements" and "RPS Status" have the same meanings set forth in Appendix C.
|
66.
|
"Rule" means Tariff sheets which set forth the application of all rates, charges, and service when such applicability is not set forth in and as part of the rate schedules.
|
67.
|
"S&P" means the Standard & Poor's Rating Group.
|
68.
|
"SCE" has the meaning set forth in the Preamble.
|
69.
|
"Schedule," "Scheduled" or "Scheduling" means the action of Producer and SCE, or their designated representatives of notifying, requesting, and confirming to each other the Forecast of electric energy from the Generating Facility being received by SCE at the Net Generation Output Meter.
|
70.
|
"Schedule CREST" refers to one or more Tariff sheets setting forth the charges and conditions for a customer taking service from SCE under this Tariff who meets the definition of an Eligible Customer who owns and operates an Eligible Renewable Generating Facility, as defined in Schedule CREST. This Tariff is subject to such changes or modifications by the Commission as it may from time to time direct in the exercise of its jurisdiction.
|
71.
|
"Simple Interest Payment" means a dollar amount calculated by multiplying the (i) dollar amount on which the Simple Interest Payment is based, times (ii) the Interest Rate, times (iii) the result of dividing the number of days in the calculation period by 360.
|
72.
|
"Site" means the real property on which the Renewable Generating Facility is, or will be located, as further described in Appendix A
|
73.
|
"Small Power Producer Qualifying Facility" or "SPP QF" means a facility certified by the FERC as a small power producer and certified by the CEC as an ERR that was in service prior to January 1, 2002.
|
74.
|
"SPP QF Requirements", "SPP QF Status", "SPP QF Status Change" and "SPP QF Warranty" have the meanings set forth in Appendix D.
|
75.
|
"Station Use" means the electric energy produced by the Renewable or Non-renewable Generating Facility that is:
|
|
a)
|
Used within the respective Generating Facility to power the lights, motors, control systems and other electrical loads that are necessary for Operation; and
|
Form 14-786
10/2011
|
|
76.
|
"Tariff(s)" mean(s) the entire body of effective rates, rentals, charges, and rules collectively of SCE, as set forth herein, and including title page, preliminary statement, service area maps, rate schedules, list of contracts and deviations, Rules, and sample forms.
|
77.
|
"Term" has the meaning used in Appendix H.
|
78.
|
"Term End Date" means 12:01 A.M. on the day following the completion of the Term specified in Appendix H.
|
79.
|
"Term Start Date" means the date of Initial Operation as specified in Appendix H upon SCE's completion of Appendix H.
|
80.
|
"Term Year" means a twelve (12) month period beginning on the first day of the calendar month following Initial Operation and each successive twelve (12) month period thereafter.
|
81.
|
"TOU Periods" means the time of use periods for determination of payments as set forth in Appendix G.
|
82.
|
"Transmission Provider" means any entity or entities responsible for the interconnection of the Generating Facility with SCE's Distribution System or transmitting the Product on behalf of Producer from the Generating Facility to the Point of Common Coupling.
|
83.
|
"WATER" means Water/Wastewater t,gency Iariff for sligible Benewables the SCE Tariff schedule that implements Assembly Bill1969.
|
84.
|
"WDAT" means SCE's Wholesale Distribution Access Tariff.
|
85.
|
"WECC" means the Western Electricity Coordinating Council, the regional reliability council for the Western United States, Southwestern Canada, and Northwestern Mexico.
|
86.
|
"Web Client" has the meaning set forth in Appendix E.
|
Form 14-786
10/2011
|
|
Time of Use Periods ("TOU Periods")
|
|||
TOU Period
|
Summer
Jun 1st – Sep 30th
|
Winter
Oct 1st – May
31st
|
Applicable Days
|
On-Peak
|
Noon - 6:00 p.m.
|
Not Applicable.
|
Weekdays except
Holidays.
|
Mid-Peak
|
8:00 a.m. – Noon
|
8:00 a.m. – 9:00
p.m.
|
Weekdays except
Holidays.
|
6:00 p.m. – 11:00
p.m.
|
Weekdays except
Holidays.
|
||
Off-Peak
|
11:00 p.m. – 8:00
a.m.
|
6:00 a.m. – 8:00
a.m.
|
Weekdays except
Holidays.
|
9:00 p.m. –
Midnight
|
Weekdays except
Holidays.
|
||
Midnight –
Midnight
|
6 a.m. –
Midnight
|
Weekends and Holidays
|
|
Super-Off-Peak
|
Not Applicable.
|
Midnight – 6:00
a.m.
|
Weekdays, Weekends and
Holidays
|
Energy Allocation Factors (Factor "B" in Section 6.5)
|
||||
Season
|
TOU
|
Calculation Method
|
Energy Allocation
Factor
|
|
Summer
|
On-Peak
|
Fixed Value
|
3.13
|
(R)
|
Mid-Peak
|
Fixed Value
|
1.35
|
(I)
|
|
Off-Peak
|
Fixed Value
|
0.75
|
(I)
|
|
Winter
|
Mid-Peak
|
Fixed Value
|
1.00
|
(R)
|
Off-Peak
|
Fixed Value
|
0.83
|
(I)
|
|
Super-Off-Peak
|
Fixed Value
|
0.61
|
(R)
|
Form 14-786
10/2011
|
|
1.
|
The Renewable Generating Facility's date of Initial Operation is ________________. (SCE to confirm date using NGOM data.)
|
3.
|
Product Price for this Agreement is$ 0.__________ per kWh. (SCE to confirm using applicable MPR ruling, Producer's term and Initial Operation date.)
|
Form 14-786
10/2011
|
|
SOUTHERN CALIFORNIA
EDISON
|
Renewable and Alternative Power
California Renewable Energy Small Tariff AGREEMENT
|
|
An EDISON INTERNATIONAL Company
|
||
GFID Number 5618; RAP ID Number 5669
|
1.1.
|
This Agreement provides for Producer to Interconnect and Operate a Renewable Generating Facility in parallel with SCE's Distribution System. This Agreement requires the Producer to be a retail customer and to obtain retail electrical service from SCE to serve all the electrical loads, net of any other Non-renewable Generating Facility, except as otherwise permitted under SCE's Tariffs, at the Premises identified in Appendix A. This Agreement also provides for Producer to sell energy, net of Station Use, produced by the Renewable Generating Facility directly to SCE provided the Renewable Generating Facility satisfies the Eligible Renewable Resource Facility Requirements as set forth in Appendix C, or the Small Power Producer Qualifying Facility Requirements and the Eligible Renewable Resource Facility Requirements set forth in Appendix D. This Agreement does not constitute an agreement by SCE to provide retail electrical service to Producer. Such arrangements must be made separately between SCE and Producer.
|
1.2.
|
In consideration of the mutual promises and obligations stated in this Agreement and its attachments, the Parties agree as follows:
|
2.1.
|
A description of the Renewable Generating Facility, including a summary of its significant components, a drawing showing the general arrangement of the Producer's Renewable Generating Facility, and a single-line diagram illustrating the Interconnection of the Renewable Generating Facility and loads with SCE's Distribution System, is attached hereto and incorporated herein as Appendix A.
|
2.2.
|
Name and address used by SCE to locate the electric Service Account(s) and Premises used to Interconnect the Renewable Generating Facility with SCE's Distribution System:
|
Coronus Joshua Tree East 2 LLC
|
|
6350 Mount Shasta Ave. #2
|
|
Joshua Tree, CA 92252
|
|
3-039 2775-20 Service Account (if known)
|
|
2.4.
|
The Net Power Rating of the Renewable Generating Facility is 1,500 kW.
|
|
2.5.
|
The maximum (instantaneous) level of power that may be exported through the Point of Common Coupling by the Renewable Generating Facility to SCE's Distribution System is 1,500 kW. Please supply estimate!
|
|
2.6.
|
The annual energy production of the Renewable Generating Facility, net of Station Use, measured by the NGOM is expected to be 3,603,000 kWh. Please supply estimate!
|
|
2.7.
|
The annual energy exported through the Point of Common Coupling from the Producer's Premises identified in Appendix A beyond Producer's use is expected to be 3,603,000 kWh. Please supply estimate!
|
|
2.8.
|
The Renewable Generating Facility's expected date of Initial Operation is December 15, 2013..
|
|
(a)
|
Subject to any extensions made pursuant to Sections 2.9(b) or 2.9(c), and further subject to Section 2.9(d), Initial Operation must be no later than the earlier of (i) one hundred twenty (120) days from the Initial Synchronization Dale, and (ii) eighteen (18) months from the date of PPA Effective Date ("Initial Operation Deadline").
|
|
(b)
|
If all of the interconnection facilities, transmission upgrades and new transmission facilities, if any, described in Producer's interconnection agreement and required to interconnect the Generating Facility to SCE's Distribution System have not been completed and placed into operation by the CAISO or the Transmission Provider on the estimated completion date set forth in Producer's interconnection agreement, then, upon SCE's receipt of Notice from Producer, which Notice must be provided at least sixty (60) days before the date that is eighteen (18) months from the PPA Effective Date, the Initial Operation Deadline shall be extended on a day-for-day basis until all of the interconnection facilities, transmission upgrades and new transmission facilities, if any, described in Producer's interconnection agreement and required to interconnect the Generating Facility to SCE's Distribution System have been completed and placed into operation by the CAISO or the Transmission Provider, exception the extent any delay in such completion and placement into operation results from Producer failing to complete its obligations, take all actions and meet all of its deadlines under Producer's interconnection agreement needed to ensure timely completion and operation of such interconnection facilities, transmission upgrades and new transmission facilities.
|
|
(c)
|
If Producer has not obtained Permit Approval on or before that date that is ninety (90) days before the date that is eighteen (18) months from the PPA Effective Date, then, upon SCE's receipt of Notice from Producer, which Notice must be provided at least sixty (60) days before the date that is eighteen (18) months from the PPA Effective Date, the Initial Operation Deadline shall be extended on a day-for-day basis until Producer obtains Permit Approval, except to the extent any such delay results from Producer failing to take all commercially reasonable actions to apply for and meet all of its requirements and deadlines to obtain such Permit Approval.
|
Form 14-786
10/2011
|
|
|
(d)
|
Notwithstanding anything in this Agreement to the contrary, the Initial Operation Deadline may not be later than twenty-four (24) months from the PPA Effective Date.
|
|
[x] Does meet with the requirements for "Eligible Renewable Resource" as such term is used in Section 399.11 et seq. of the California Public Utilities Code.
|
|
[ ] Does meet with both the requirements for "Cogeneration" as such term is used in Section 216.6 of the California Public Utilities Code and with the requirements for "Eligible Renewable Resource" as such term is used in Section 399.11 et seq. of the California Public Utilities Code.
|
|
[ ] Does meet with both the requirements for a Small Power Producer Qualifying Facility pursuant to the regulations of the Federal Energy Regulatory Commission (18 Code of Federal Regulations Part 292, Section 292.203 et seq.) implementing the Public Utility Regulatory Policies Act of 1978 as Amended by the Energy Policy Act of 2005 and with the requirements for "Eligible Renewable Resource" as such term is used in Section 399.11 et seq. of the California Public Utilities Code.
|
Appendix A-
|
Description of Renewable Generating Facility and Single-Line Diagram
|
|
(Supplied by Producer)
|
||
Appendix B -
|
A copy of Interconnection Facilities Financing and Ownership
|
|
Agreement, if applicable (supplied by SCE)
|
||
Appendix C-
|
Producer's warranty that the Renewable Generating Facility meets with the requirements for "Eligible Renewable Resource" as defined in Section 399.11 et seq. of the California Public Utilities Code, if applicable.
|
|
Appendix D -
|
Producer's warranty that the Renewable Generating Facility, prior to January 1, 2002 met and continues to meet with the requirements for both a Small Power Producer Qualifying Facility pursuant to the regulations of the Federal Energy Regulatory Commission (18 Code of Federal Regulations Part 292, Section 292.203 et seq.) implementing the Public Utility Regulatory Policies Act of 1978 as Amended by the Energy Policy Act of 2005 and "Eligible Renewable Resource" as defined in Section 399.11 et seq. of the California Public Utilities Code, if applicable.
|
|
Appendix E-
|
Forecast Requirements for Generating Facilities that have a Net Power
|
|
Rating greater or equal to 500 kW
|
Form 14-786
10/2011
|
|
Appendix F -
|
Definitions
|
|
Appendix G -
|
TOU Periods and Energy Allocation Factors
|
|
Appendix H-
|
Summary of Dates, Term and Product Price for this Agreement
|
4.1.
|
SCE may terminate this Agreement on Notice, which termination becomes effective on the date specified by SCE in such Notice, if:
|
|
(a)
|
Producer fails to take all corrective actions specified in any SCE Notice, within the time frame set forth in such Notice, that any Generating Facility is out of compliance with any term of this Agreement;
|
|
(b)
|
Producer fails to interconnect and Operate a Generating Facility, in accordance with the terms of this Agreement, within one hundred twenty (120) days after SCE delivers electric energy to such Generating Facility for Station Use;
|
|
(c)
|
Producer abandons any Generating Facility;
|
|
(d)
|
Electric output from any Generating Facility ceases for twelve (12) consecutive months;
|
|
(e)
|
The Term does not commence within eighteen (18) months of the Effective Date, subject to any extensions herein as to which Producer is the Claiming Party or under Section 2.9(b) and 2.9(c);
|
|
(f)
|
Producer or the owner of a Site applies for or participates in the California Solar Initiative or any net energy metering tariff with respect to any Generating Facility at such Site; or
|
|
(g)
|
Producer has not installed any of the equipment or devices necessary for any Generating Facility to satisfy the Gross Power Rating of such Generating Facility, as set forth in Section 2.3.
|
|
(a)
|
If any representation or warranty in this Agreement made by the other Party is false or misleading in any material respect when made or when deemed made or repeated if the representation or warranty is continuing in nature, if such misrepresentation or breach of warranty is not remedied within ten (10) Business Days after Notice thereof from the nonbreaching Party to the breaching Party;
|
|
(b)
|
Except for an obligation to make payment when due, if there is a failure of the other Party to perform any material covenant or obligation set forth in this Agreement (except to the extent such failure provides a separate termination right for the non-breaching Party or to the extent excused by Force Majeure), if such failure is not remedied within thirty (30) days after Notice thereof from the non-breaching Party to the breaching Party;
|
|
(c)
|
If the other Party fails to make any payment due and owing under this Agreement, if such failure is not cured within five (5) Business Days after Notice thereof from the non-breaching Party to the breaching Party; or
|
|
(d)
|
In accordance with Section 19.4.
|
|
(e)
|
This Agreement automatically terminates on the Term End Date.
|
|
(f)
|
If a Party terminates this Agreement in accordance with Section 4, such Party will have the right to immediately suspend performance under this Agreement and pursue all remedies available at law or in equity against the other Party (including seeking monetary damages).
|
Form 14-786
10/2011
|
|
5.1.
|
Producer is responsible for Operating the Renewable Generating Facility in compliance with all of SCE Tariffs, including but not limited to Rule 21, and any other regulations and laws governing the Interconnection of the Renewable Generating Facility.
|
5.2.
|
The Renewable Generating Facility Net Power Rating shall be less than or equal to 1,500 kW.
|
5.3.
|
Producer shall not deliver reactive power to SCE's Distribution System unless the Parties have otherwise agreed in writing.
|
5.4.
|
The Renewable Generating Facility shall be Operated with all of Producer's Protective Functions in service and in accordance with Prudent Electrical Practices whenever the Renewable Generating Facility is Operated in parallel with SCE's Distribution System. Any deviation from these requirements may occur only when the Parties have agreed to such deviations in writing.
|
5.5.
|
For Renewable Generating Facility having a Net Power Rating equal to or greater than 500 kW, the Parties shall comply with the forecasting provisions of Appendix E.
|
5.6.
|
SCE shall have ingress and egress to examine the Site and Generating Facility for purposes connected with this Agreement.
|
6.1.
|
The amount of energy purchased under this Agreement shall be determined by electrical meters and equipment owned, Operated, and maintained by SCE.
|
6.2.
|
The Product Price, as set forth in Section 3 of Appendix H, shall equal the Market Price Referent ("MPR") most recently determined by the Commission prior to the Execution Date, using the project on-line year in which the date of actual Initial Operation occurs as described in Appendix H, and the Term as elected in Appendix H.
|
Adopted 2011 Market Price Referents
|
||||
(Nominal- dollars/kWh)
|
||||
Resource Type
|
10-Year
|
15-Year
|
20-Year
|
25-Year
|
2012 Baseload MPR
|
0.07688
|
0.08352
|
0.08956
|
0.09274
|
2013 Baseload MPR
|
0.08103
|
0.08775
|
0.09375
|
0.09695
|
2014 Baseload MPR
|
0.08454
|
0.09151
|
0.09756
|
0.10081
|
2015 Baseload MPR
|
0.08804
|
0.09520
|
0.10132
|
0.10464
|
2016 Baseload MPR
|
0.09156
|
0.09883
|
0.10509
|
0.10848
|
2017 Baseload MPR
|
0.09488
|
0.10223
|
0.10859
|
0.11206
|
2018 Baseload MPR
|
0.09831
|
0.10570
|
0.11218
|
0.11572
|
2019 Baseload MPR
|
0.10186
|
0.10928
|
0.11587
|
0.11946
|
2020 Baseload MPR
|
0.10550
|
0.11296
|
0.11965
|
0.12326
|
6.3.
|
Producer agrees to sell all electric energy produced by the Renewable Generating Facility as specified herein in Section 6.4 below together with all Green Attributes, Capacity Attributes and Resource Adequacy Benefits (collectively, the "Attributes") to SCE.
|
6.4.
|
SCE shall pay Producer for all Attributes and all electrical energy, net of Station Use, measured by the Net Generation Output Meter ("NGOM") as defined in SCE's Rule 21 and located as shown on the Single-Line Diagram of Appendix A
|
Form 14-786
10/2011
|
|
6.5.
|
For the purpose of calculating monthly payments, the amount measured by the NGOM shall be time-differentiated according to the time period and season of the receipt of Product by SCE from Producer ("TOU Periods") and the pricing shall be weighted by the Energy Allocation Factors set forth in Appendix G.
|
6.6.
|
SCE shall adjust the energy and demand amounts recorded by the SCE billing meter at the Point of Common Coupling, as defined in SCE's Rule 21, to reflect the net generation output amounts measured by the NGOM for purposes of billing the Producer in accordance with SCE's applicable Tariff rate schedule(s).
|
6.7.
|
SCE shall determine the amount of energy received by SCE pursuant to this Agreement for each monthly period and provide a statement to Producer approximately thirty (30) days after each. monthly meter reading date.
|
6.8.
|
SCE shall not be obligated to issue a payment to Producer until the amount due for the energy received pursuant to this Agreement exceeds one thousand dollars ($1000), except that SCE shall pay all amounts due to Producer pursuant to this Agreement at least once per calendar year no later than 30 days after the end of the calendar year.
|
6.9.
|
Unless otherwise agreed in writing by the Parties, any payment due for Product received under this Agreement shall be satisfied by SCE issuing a check to Producer. Alternatively, SCE reserves the right, but shall not be obligated to apply any amount owed to Producer toward any amounts due to SCE from Producer for any charges incurred under this ·Agreement or for past due bills for electric service or for SCE services.
|
6.10.
|
In the event adjustments to SCE's payments are required as a result of inaccurate metering equipment, SCE shall determine the correct amount of energy received under this Agreement during the period of inaccuracy and recompute the amount due to or from Producer. Any refund due and payable to SCE or due by SCE to Producer resulting from inaccurate metering shall be made within thirty (30) calendar days of SCE's Notice to Producer by SCE of the amount due.
|
6.11.
|
Monthly charges, if any, associated with Interconnection Facilities shall be billed and paid pursuant to the applicable Interconnection Facilities Financing and Ownership Agreement in Appendix B and monthly charges, if any, associated with electric service provided by SCE shall be billed and paid pursuant to the applicable Tariffs filed by SCE with the Commission.
|
Form 14-786
10/2011
|
|
7.1.
|
Producer and/or SCE, as appropriate, shall provide Interconnection Facilities that adequately protect SCE's Distribution System, personnel, and other persons from damage or injury, which may be caused by the Operation of Producer's Renewable Generating Facility.
|
7.2.
|
Producer shall be solely responsible for the costs, design, purchase, construction, Operation, and maintenance of the Interconnection Facilities that Producer owns.
|
7.3.
|
If the provisions of SCE's Rule 21, or any other Tariff approved by the Commission, require SCE to own and operate a portion of the Interconnection Facilities, Producer and SCE shall promptly execute an Interconnection Facilities Financing and Ownership Agreement that establishes and allocates responsibility for the design, installation, Operation, maintenance, and ownership of the Interconnection Facilities. This agreement shall be attached to and made a part of this Agreement as Appendix B.
|
8.1.
|
Producer shall promptly curtail the production of the Generating Facility: (i) upon Notice from SCE that SCE has been instructed by the CAISO or the Transmission Provider to curtail energy deliveries; (ii) upon Notice that Producer has been given a curtailment order or similar instruction in order to respond to an Emergency; (iii) if no CAISO Schedule was awarded in either the Day-Ahead Market or the Real-Time Market and SCE notifies Producer to curtail the production of the Generating Facility; or (iv) if SCE issues an OSGC Order.
|
8.2.
|
For each day of the Term, if no CAISO Schedule is awarded for the Forecasted energy in both the Day-Ahead Market and Real-Time Market for such day, and the Generating Facility has not been curtailed pursuant to Section 8.1(i) or (ii), then, so long as Producer's actual availability establishes that the Generating Facility would have been able to deliver but for the fact an CAISO Schedule was not awarded, SCE shall pay Producer the Product Price, as adjusted by Appendix G, for the amount of energy Producer would have been able to deliver but for the fact that Producer did not receive an CAISO Schedule. The amount of energy that could have been delivered will be determined in accordance with Section 8.4.
|
8.3.
|
If SCE bids the energy from the Generating Facility into the Day-Ahead Market or Real-Time Market and the CAISO awards an CAISO Schedule as a result of that bid, SCE shall have the right, but not the obligation, to order Producer to curtail the delivery of energy (an "OverSchedule Generation Curtailment Order" or "OSGC Order") in excess of an CAlSO Schedule awarded pursuant to this Section 8.3 (the "Over-Schedule Generation Curtailment Quantity" or "OSGC Quantity"). SCE shall pay Producer the Product Price, as adjusted by Appendix G, for the OSGC Quantity Producer would have been able to deliver but for the fact that SCE issued an OSGC Order. The amount of energy that could have been delivered will be determined in accordance with Section 8.4.
|
8.4.
|
SCE shall estimate the amount of energy the Generating Facility would have been able to deliver under Sections 8.2 and 8. 3. SCE shall apply accepted industry standards in making such an estimate and take into consideration the actual availability of the Generating Facility, past performance of the Generating Facility, meteorological data, solar irradiance data (if applicable), and any other relevant information. Producer shall cooperate with SCE's requests for information associated with any estimate made hereunder. SCE's estimates under this Section 8 for the amount of energy that the Generating Facility would have been able to deliver under Sections 8.2 and 8.3 will be determined in SCE's sole discretion.
|
Form 14-786
10/2011
|
|
h
|
|
9.1.
|
On or before the thirtieth (301 ) day following the Effective Date, Producer shall post and thereafter maintain a development fee (the "Development Security") equal to twenty dollars ($20) for each kilbwatt of the Gross Power Rating. The Development Security will be held by SCE and must be in the form of either a cash deposit or the Letter of Credit. If Producer establishes the Development Security in the form of a cash deposit, SCE shall make monthly Simple Interest Payments to Producer in accordance with the terms of this Agreement.
|
|
(a)
|
Demonstrates to SCE's satisfaction that Producer has installed all of the equipment or devices necessary for the Generating Facility to satisfy the Gross Power Rating of such Generating Facility, SCE shall return the Development Security to Producer within thirty (30) days of Initial Operation;
|
|
(b)
|
Has not installed any of the equipment or devices necessary for any Generating Facility to satisfy any of the Gross Power Rating, Producer shall forfeit, and SCE shall have the right to retain, the entire Development Security and terminate this Agreement; or
|
|
(c)
|
Has installed only a portion of the equipment or devices necessary for a Generating Facility to satisfy the Gross Power Rating of such Generating Facility, SCE shall return, within thirty (30) days of Initial Operation, only the portion of the Development Security equal to the product of twenty dollars ($20) per kW of the portion of the Gross Power Rating available to deliver the Product to SCE at the Point of Common Coupling. This Section 9.2 is subject to any extension of Initial Operation as to which Producer is the Claiming Party or under Section 2.9(b) and 2.9(c).
|
11.1.
|
In connection with Producer's performance of its duties and obligations under this Agreement, Producer shall maintain, during the term of this Agreement, general liability insurance with a combined single limit of not less than:
|
|
(a)
|
Two million dollars ($2,000,000) for each occurrence if the Gross Power Rating of Producer's Renewable Generating Facility is greater than one hundred (100) kW;
|
|
(b)
|
One million dollars ($1,000,000) for each occurrence if the Gross Power Rating of Producer's Renewable Generating Facility is greater than twenty (20) kW and less than or equal to one hundred (100) kW; and
|
|
(c)
|
Five hundred thousand dollars ($500,000) for each occurrence if the Gross Power Rating of Producer's Renewable Generating Facility is twenty (20) kW or less.
|
|
(d)
|
Two hundred thousand dollars ($200,000) for each occurrence if the Gross Power Rating of Producer's Renewable Generating Facility is ten (10) kW or less and Producer's Renewable Generating Facility is connected to an account receiving residential service from SCE.
|
Form 14-786
10/2011
|
|
11.2.
|
The general liability insurance required in Section 11.1 shall, by endorsement to the policy or policies, (a) include SCE as an additional insured; (b) contain a severability of interest clause or cross-liability clause; (c) provide that SCE shall not by reason of its inclusion as an additional insured incur liability to the insurance carrier for payment of premium for such insurance; and (d) provide for thirty (30) calendar days' written notice to SCE prior to cancellation, termination, alteration, or material change of such insurance.
|
11.3.
|
If Producer's Renewable Generating Facility is connected to an account receiving residential service from SCE and the requirement of Section 11.2(a) prevents Producer from obtaining the insurance required in Section 11.1, then upon Producer's written Notice to SCE in accordance with Section 12.1, the requirements of Section 11.2(a) shall be waived.
|
11.4.
|
Evidence of the insurance required in Section 11.2 shall state that coverage provided is primary and is not in excess to or contributing with any insurance or self-insurance maintained by SCE.
|
11.5.
|
Producer agrees to furnish the required certificates and endorsements to SCE prior to Initial Operation. SCE shall have the right to inspect or obtain a copy of the original policy or policies of insurance.
|
11.6.
|
If Producer is self-insured with an established record of self-insurance, Producer may comply with the following in lieu of Sections 11.1 through 11.4:
|
|
(a)
|
Producer shall provide to SCE, at least thirty (30) calendar days prior to the date of Initial Operation, evidence of an acceptable plan to self-insure to a level of coverage equivalent to that required under Section 11.1.
|
|
(b)
|
If Producer ceases to self-insure to the level required hereunder, or if Producer is unable to provide continuing evidence of Producer's ability to self-insure, Producer agrees to immediately obtain the coverage required under Section 11.1.
|
11.7.
|
All insurance certificates, statements of self insurance, endorsements, cancellations, terminations, alterations, and material changes of such insurance shall be issued, clearly labeled with agreement ID number and submitted to the following:
|
12.1.
|
Any written notice, demand, or request required or authorized in connection with this Agreement ("Notice") shall be deemed properly given if delivered in person or sent by first class mail, postage prepaid, to the person specified below:
|
Form 14-786
10/2011
|
|
12.2.
|
A Party may change its address for Notices at any time by providing the other Party Notice of the change in accordance with Section 12.1.
|
12.3.
|
All Notices must reference the agreement ID number set forth on the first page of this Agreement.
|
12.4.
|
Notices (other than forecasts and schedules) shall, unless otherwise specified herein, be in writing and may be delivered in person, United States mail or overnight courier service.
|
12.5.
|
Notice by hand delivery shall be effective at the close of business on the day actually received, if received during business hours on a Business Day, and otherwise shall be effective at the close of business on the next Business Day, unless a different date for the Notice to go into effect is stated in another section of this Agreement.
|
12.6.
|
Notice by overnight United States mail or courier shall be effective on the next Business Day after it was sent.
|
12.7.
|
The Parties may also designate operating representatives to conduct the daily communications, which may be necessary or convenient for the administration of this Agreement. Such designations, including names, addresses, and phone numbers may be communicated or revised by Notice provided in accordance herewith.
|
13.1.
|
SCE shall have the right to review and obtain copies of Producer's operations and maintenance records, logs, or other information such as, but not limited to, unit availability, maintenance outages, circuit breaker operation requiring manual reset, relay targets and unusual events pertaining to Producer's Renewable Generating Facility or its Interconnection with SCE's Distribution System.
|
|
(a)
|
Producer authorizes SCE to release to the CEC and/or the Commission information regarding the Renewable Generating Facility, including the Producer's name and location, and the size, location and operational characteristics of the Renewable Generating Facility, the Term, the ERR type, the Initial Operation Date·and the Net Power Rating of the Renewable Generating Facility, as requested from time to time pursuant to the CEC's or Commission's rules and regulations.
|
Form 14-786
10/2011
|
|
16.
|
GOVERNING LAW, JURISDICTION OF COMMISSION, INCLUSION OF SCE's TARIFF RATE SCHEDULES, DEFINED TERMS
|
16.1.
|
This Agreement shall be interpreted, governed, and construed under the laws of the State of California as if executed and to be performed wholly within the State of California without giving effect to choice of law provisions that might apply to the law of a different jurisdiction. Each Party waives its respective right to any jury trial with respect to any litigation arising under or in connection with this Agreement
|
16.2.
|
The Interconnection and services provided under this Agreement shall at all times be subject to the terms and conditions set forth in the Tariffs applicable to the electric service provided by SCE. Copies of such Tariffs are available at www.sce.com or by request to SCE and are incorporated by reference into this Agreement.
|
16.3.
|
When initially capitalized, whether in the singular or in the plural, the terms used herein shall have the meanings assigned to them either in this Agreement, Appendix F; in SCE's Rule 1 or Rule 21, Section H; or SCE's Schedule CREST. If any term is defined in both Rule 1 and Rule 21, the definition in Rule 21 shall prevail. If any term is defined in both Schedule CREST and this Agreement, the definition in Schedule CREST shall prevail.
|
18.1.
|
This Agreement, including any incorporated Tariffs and Rules, contains the entire agreement and understanding between the Parties, their agents, and employees as to the subject matter of this Agreement. Each Party also represents that in entering into this Agreement, it has not relied on any promise, inducement, representation, warranty, agreement or other statement not set forth in this Agreement or in the incorporated Tariffs and Rules.
|
19.1.
|
Neither Party shall be in default in the performance of any of its obligations set forth in this Agreement, except for obligations to pay money, when and to the extent failure of performance is caused by Force Majeure.
|
Form 14-786
10/2011
|
|
19.2.
|
If a Party, because of Force Majeure, is rendered wholly or partly unable to perform its obligations when due under this Agreement, such Party (the "Claiming Party") shall be excused from whatever performance is affected by the Force Majeure to the extent so affected. In order to be excused from its performance obligations under this Agreement by reason of Force Majeure:
|
|
(a)
|
The Claiming Party, on or before the fourteenth (14th) day after the initial occurrence of the claimed Force Majeure, must give the other Party Notice describing the particulars of the occurrence; and
|
|
(b)
|
The Claiming Party must provide timely evidence reasonably sufficient to establish that the occurrence constitutes Force Majeure as defined in this Agreement.
|
19.3.
|
The suspension of the Claiming Party's performance due to Force Majeure may not be greater in scope or longer in duration than is required by such Force Majeure. In addition, the Claiming Party shall use diligent efforts to remedy its inability to perform. When the Claiming Party is able to resume performance of its obligations under this Agreement, the Claiming Party shall give the other Party prompt Notice to that effect.
|
19.4.
|
The non-Claiming Party may terminate this Agreement on at least five (5) Business Days' prior Notice, in the event of Force Majeure which materially interferes with such Party's ability to perform its obligations under this Agreement and which extends for more than 365 consecutive days, or for more than a total of 365 days in any consecutive 540-day period.
|
20.1.
|
Each Party as indemnitor shall defend, save harmless and indemnify the other Party and the directors, officers, employees, and agents of such other Party against and from any and all loss, liability, damage, claim, cost, charge, demand, or expense (including any direct, indirect, or consequential loss, liability, damage, claim, cost, charge, demand, or expense, including reasonable attorneys' fees) for injury or death to persons, including employees of either Party, and physical damage to property including property of either Party arising out of or in connection with the negligence or willful misconduct of the indemnitor relating to its obligations under this Agreement. This indemnity applies notwithstanding the active or passive negligence of the indemnitee; provided, however, that neither Party is indemnified under this Agreement for its loss, liability, damage, claim, cost, charge, demand or expense to the extent resulting from its own negligence or willful misconduct.
|
20.2.
|
Producer shall defend, save harmless and indemnify SCE, its directors, officers, employees, and agents, assigns, and successors in interest, for and against any penalty imposed upon SCE to the extent caused by Producer's failure to fulfill its obligations as set forth in Section
|
|
6.3.
|
20.3.
|
Each Party releases and shall defend, save harmless and indemnify the other Party from any and all loss, liability, damage, claim, cost, charge, demand or expense arising out of or in connection with any breach made by the indemnifying Party of its representations, warranties and covenants in Sections 2.10 and 18, and Appendices C and D. Notwithstanding anything to the contrary in this Agreement, if Producer fails to comply with the provisions of Section 11, Producer shall, at its own cost, defend, save harmless and indemnify SCE, its directors, officers, employees, and agents, assigns, and successors in interest, from and against any and all loss, liability, damage, claim, cost, charge, demand, or expense of any kind or nature (including any direct, indirect, or consequential loss, damage, claim, cost, charge, demand, or expense, including reasonable attorneys' fees and other costs of litigation), resulting from injury or death to any individual or damage to any property, including the personnel or property of SCE, to the extent that SCE would have been protected had Producer complied with all of the provisions of Section 11. The inclusion of this Section 20.3 is not intended to
|
Form 14-786
10/2011
|
|
CORONUS JOSHUA TREE EAST 2
LLC
|
SOUTHERN CALIFORNIA EDISON COMPANY
|
|||
By:
|
Jeff Thachuk
|
By:
|
Marc Ulrich
|
|
Name:
|
Jeff Thachuk
|
Name:
|
Marc Ulrich
|
|
Title:
|
President
|
Title:
|
Vice President of Renewable & Alternative Power
|
|
Date:
|
Nov. 27, 2012
|
Date:
|
12 – 7 - 2012
|
Form 14-786
10/2011
|
|
Form 14-786
10/2011
|
|
Form 14-786
10/2011
|
|
Form 14-786
10/2011
|
|
Form 14-786
10/2011
|
|
Form 14-786
10/2011
|
|
Form 14-786
10/2011
|
|
|
(1)
|
Beginning the Wednesday prior to the planned Initial Operation of the Renewable Generating Facility, Producer will electronically provide SCE with an Energy Forecast for the next calendar week, by no later than 5PM Wednesday of the week preceding the week covered by the Energy Forecast.
|
|
a)
|
Not include any anticipated or expected electric energy losses between the Net Generation Output Meter and the Point of Common Coupling;
|
|
d)
|
Be sent to presched@sce.com with a copy to electrade@sce.com or through SCE-provided software, or as otherwise instructed by SCE.
|
|
(2)
|
If Producer revises any Energy Forecast submitted pursuant to Item 2(a)(i)(1) the revision in the Energy Forecast shall be communicated by Producer to SCE's Day-Ahead Group no later than 8:30a.m. the day prior to the effective date of the revision.
|
Form 14-786
10/2011
|
|
|
(3)
|
If Producer revises any Energy Forecast submitted pursuant to Item 2(a)(i)(1) or Item 2(a)(i)(2) the revision in the Energy Forecast shall be communicated by Producer to SCE's Real-Time Group no later than one half (Y,) hour prior to the CAISO's Hour-Ahead scheduling deadline.
|
|
(i)
|
In addition to the requirements set forth in Item 2(a) above, Producer shall electronically provide SCE with a rolling 30-day Energy Forecast, beginning at least thirty (30) days prior to commencement of the Term.
|
|
(1)
|
Be constructed using reasonable file formats, templates, and naming conventions agreed to by the Parties.
|
|
(3)
|
Be sent to esmstpoutage@sce.com with a copy to presched@sce.com or through SCE-provided software, or as otherwise instructed by SCE.
|
Form 14-786
10/2011
|
|
|
(ii)
|
Producer shall update the rolling 30-day hourly forecast weekly by 5:00 PM each Wednesday and send to esmstpoutage@sce.com with a copy to presched@sce.com or use an SCE provided web client (the "Web Client") if it is available.
|
|
(iii)
|
If Producer learns of any inaccuracies in its most recently submitted 30-day hourly Energy Forecast affecting the period between the date Producer learns of the inaccuracy and the date that the next updated 30-day hourly
|
Form 14-786
10/2011
|
|
1.
|
"Agreement" has the meaning set forth in the Preamble.
|
2.
|
"Applicable Law" means all constitutions, treaties, laws, ordinances, rules, regulations, interpretations, permits, judgments, decrees, injunctions, writs and orders of any Governmental Authority or arbitrator that apply to any Party, a Generating Facility or the terms of this Agreement.
|
3.
|
"Attributes" has the meaning set forth in Section 6.3.
|
4.
|
"Business Day" means any day except a Saturday, Sunday, a Federal Reserve Bank holiday, or the Friday following Thanksgiving. A Business Day shall begin at 8:00a.m. and end at 5:00p.m. local time for the Party sending the Notice or payment or performing a specified action.
|
5.
|
"CAISO" means the California Independent System Operator Corporation or successor entity that dispatches certain generating units and loads and controls the transmission facilities of entities that:
|
|
a)
|
Own, operate and maintain transmission lines and associated facilities or have entitlements to use certain transmission lines and associated facilities; and
|
6.
|
"CAISO Schedule," "CAISO Scheduled" or "CAISO Scheduling" means the action of SCE in submitting bids to the CAlSO and receiving all CAISO markets results from the CAISO; provided, that a CAISO market result where the Generating Facility is instructed to deliver zero (0) kWhs is not considered a "CAISO Schedule" for purposes of this Agreement.
|
7.
|
"CAISO Tariff" means the California Independent System Operator Corporation Operating Agreement and Tariff, including the rules, protocols, procedures and standards attached thereto, as the same may be amended or modified from time-to-time and approved by FERC.
|
8.
|
"California Solar Initiative" means the California Solar Initiative Program implemented and overseen by the CPUC, and as may be revised from time to time.
|
9.
|
"Capacity Attributes" means any and all current or future defined characteristics, certificates, tag, credits, ancillary service attributes, or accounting constructs, howsoever entitled, including any accounting construct counted toward any resource adequacy requirements, attributed to or associated with the Renewable Generating Facility or any unit of generating capacity of the Renewable Generating Facility during the Term.
|
Form 14-786
10/2011
|
|
14.
|
"Credit Rating" means with respect to any entity, on the relevant date of determination, the respective ratings then assigned to such entity's unsecured, senior long-term debt or deposit obligations (not supported by third party credit enhancement) by S&P, Fitch or Moody's. If no rating is assigned to such entity's unsecured, senior long-term debt or deposit obligation by S&P, Fitch or Moody's, then "Credit Rating" means the general corporate credit rating or long-term issuer rating assigned by the other two ratings agencies.
|
15.
|
"CREST" means .Qalifornia Renewable ];nergy .§mall Iariff the SCE Tariff schedule that expands
|
|
Tariff Schedule WATER to Eligible Customers.
|
16.
|
"Day-Ahead Market" has the meaning set forth in the CAISO Tariff.
|
17.
|
"Development Security" has the meaning set forth in Section 9.1.
|
18.
|
"Effective Date" or "PPA Effective Date" has the meaning set forth in Section 21.
|
19.
|
"Eligible Customer" has the meaning set forth in Tariff Schedule CREST.
|
20.
|
"Emergency'' means (i) an actual or imminent condition or situation which jeopardizes the integrity of the electric system or the integrity of any other systems to which the electric system is connected or any condition so defined and declared by the CAISO; or (ii) an emergency condition as defined under an interconnection agreement and any abnormal interconnection or system condition that requires automatic or immediate manual action to prevent or limit loss of load or generation supply, that could adversely affect the reliability of the electric system or generation supply, that could adversely affect the reliability of any interconnected system, or that could otherwise pose a threat to public safety.
|
21.
|
"Energy Forecast" has the meaning set forth in Appendix E.
|
22.
|
"ERR" means a generating facility that qualifies as an eligible renewable electric energy resource for purposes of the RPS Legislation.
|
23.
|
"ERR Requirements", "ERR Status", "ERRIRPS Status Change" and "ERR Warranty" have the meanings set forth in Appendix C.
|
24.
|
"Execution Date" means the date of Producer's signature in Section 21 and compliance with the eligibility requirements of Schedule CREST and any applicable Commission decision with respect to Schedule CREST.
|
25.
|
"FERC" means the Federal Energy Regulatory Commission.
|
26.
|
"Fitch" means Fitch Ratings Ltd. or its successor.
|
27.
|
"Force Majeure" means any event or circumstance (that is not anticipated as of the Effective Date) to the extent beyond the control of, and not the result of the negligence of, or caused by, the Party seeking to have its performance obligation excused thereby, which by the exercise of due diligence such Party could not reasonably have been expected to avoid and which by exercise of due diligence it has been unable to overcome. Force Majeure does not include: (i) a failure of performance of any individual or entity, including any individual or entity providing electric transmission or distribution service or fuel transportation to a Generating Facility, except to the extent that such failure was caused by an event that would otherwise qualify as Force Majeure; (ii) failure to timely apply for or obtain Permits or other credits required to Operate a Generating Facility; (iii) breakage or malfunction of equipment (except to the extent that such failure was caused by an event that would otherwise qualify as Force Majeure); (iv) the lack of wind, solar irradiation or other fuel source of an inherently intermittent nature; or (v) any delay in providing, or cancellation of, interconnection service.
|
Form 14-786
10/2011
|
|
28.
|
"Forecast", "Forecast Requirements" and "Forecast Procedures" have the meanings set forth in Appendix E.
|
29.
|
"Generating Facility" means Producer's Renewable and Non-renewable Generating Facilities, as more particularly described in Appendix A, together with all materials, equipment systems, structures, features and improvements necessary to produce electric energy at such facility, excluding the Site, land rights and interests in land.
|
30.
|
"Governmental Authority" means:
|
|
a)
|
Any federal, state, local, municipal or other government;
|
|
b)
|
Any governmental, regulatory or administrative agency, commission, or other authority lawfully exercising or entitled to exercise any administrative, executive, judicial, legislative, police, regulatory or taxing authority or power; or
|
|
c)
|
Any court or governmental tribunal.
|
31.
|
"Green Attributes" means any and all credits, benefits, em1ss1ons reductions, offsets, and allowances, howsoever entitled, attributable to the generation from the Generating Facility unit(s) and its displacement of conventional energy generation. Green Attributes include but are not limited to Renewable Energy Credits, as well as:
|
|
a)
|
Any avoided emissions of pollutants to the air, soil or water such as sulfur oxides (SOx), nitrogen oxides (NOx), carbon monoxide (CO) and other pollutants;
|
|
b)
|
Any avoided emissions of carbon dioxide (C02), methane (CH4), nitrous oxide, hydrofluorocarbons, perfluorocarbons, sulfur hexafluoride and other greenhouse gases (GHGs) that have been determined by the United Nations Intergovernmental Panel on Climate Change, or otherwise by law, to contribute to the actual or potential threat of altering the Earth's climate by trapping heat in the atmosphere;
|
|
c)
|
The reporting rights to these avoided emissions, including, without limitation, such as Green Tag Reporting Rights; and
|
|
e)
|
Any electric energy, capacity, reliability or other power attributes from the Generating
|
|
Facility unit(s);
|
|
f)
|
Production Tax Credits associated with the construction or operation of the Generating Facility and other financial incentives in the form of credits, reductions, or allowances associated with the Generating Facility)that are applicable to a state or federal income taxation obligation;
|
Form 14-786
10/2011
|
|
|
g)
|
Fuel-related subsidies or "tipping fees" that may be paid to Producer to accept certain fuels, or local subsidies received by the Producer for the destruction of particular pre existing pollutants or the promotion of local environmental benefits; or
|
|
h)
|
Emission reduction credits encumbered or used by the Generating Facility for compliance with local, state, or federal operating and/or air quality permits.
|
32.
|
"Gross Power Rating" means the value, in kW, set forth in Section 2.3.
|
33.
|
"Initial Operation" means the date the Renewable Generating Facility first Interconnects and Operates in parallel with SCE's Distribution System and the NGOM records electric energy received by SCE from the Renewable Generating Facility.
|
34.
|
"Initial Operation Deadline" has the meaning set forth in Section 2.9
|
35.
|
"Initial Synchronization" means the Generating Facility is operating in parallel with SCE's Distribution System and the first kWh of electric energy is measured by the NGOM,or SCE Meter, as applicable.
|
36.
|
"Interconnect" or "Interconnection" have the meanings set forth in SCE's Rule 21 or the WDAT, as applicable.
|
37.
|
"Interconnection Facilities Financing and Ownership Agreement" means that certain agreement between Producer and SCE attached hereto as Appendix B.
|
38.
|
"Interest Rate" means an annual rate equal to the rate published in The Wall Street Journal as the "Prime Rate" (or, if more than one rate is published, the arithmetic mean of such rates) as of the date payment is due plus two (2) percentage points; provided, however, that in no event will the Interest Rate exceed the maximum interest rate permitted by Applicable Laws.
|
39.
|
"Kw'' means a kilowatt (1,000 watts) of electric power.
|
40.
|
"kWh" means a kilowatt-hour ( 1,000 watt-hours) of electric energy.
|
41.
|
"Lender" means any financial institutions or successors in interest or assignees that provide(s) development, bridge, construction, permanent debt or tax equity financing or refinancing for the Generating Facility to Producer.
|
42.
|
"Letter of Credit" means an irrevocable, nontransferable standby letter of credit provided by Producer from an issuer acceptable to SCE that is either a U.S. commercial bank or a U.S. branch of a foreign bank with the bank having a Credit Rating of at least "A-" from S&P and Fitch and "A3" from Moody's, in a form approved by SCE. Producer must bear the costs of all Letters of Credit.
|
43.
|
"Market Price Referent" or "MPR" means the market price referent applicable to this Agreement as determined by the CPUC in accordance with California Public Utilities Code Section 399.15(c) for the Term as set forth in Section 6.2.
|
44.
|
"Moody's" means Moody's Investor Services, Inc.
|
Form 14-786
10/2011
|
|
45.
|
"Net Generation Output Meter" or "NGOM" has the meaning set forth in SCE's Rule 21.
|
46.
|
"Net Power Rating" is the value Gross Power Rating minus Station Use, in kW. The Net Power
|
|
Rating shall not exceed 1,500 kW per California Public Utilities Code Section 399.20{h).
|
47.
|
"Non-renewable Generating Facility" means Producer's electric generating facility that exists on the Premises identified in Appendix A, but does not comply with the requirements set forth in Appendix C or Appendix D.
|
48.
|
"Notice" has the meaning set forth in Section 12.1.
|
49.
|
"Operate," "Operating" or "Operation" means to provide (or the provision of) all the operation, engineering, purchasing, repair, supervision, training, inspection, testing, protection, use, management, improvement, replacement, refurbishment, retirement, and maintenance activities associated with operating the Generating Facility in accordance with Prudent Electrical Practices.
|
50.
|
"Party" or "Parties" have the meaning set forth in the Preamble.
|
51.
|
"Permit" or "Permits" means all applications, approvals, authorizations, consents, filings, licenses, orders, permits or similar requirements imposed by any Governmental Authority, or the CAISO, in order to develop, construct, operate, maintain, improve, refurbish and retire the Generating Facility or to Schedule and deliver the electric energy produced by the Generating Facility to SCE, including the Authority to Construct permit.
|
|
Permits includes the documentation required by California Public Utilities Code Section 2812{d)1 for Producers subject to Section 2802 for hydroelectric Renewable Generating Facilities.
|
52.
|
"Permit Approval" means approval by the relevant regulatory agencies of any Permit and shall be deemed obtained upon the issuance of such Permit, and shall not be invalidated by the pendency of an appeal or other post-issuance challenge to the issuance of the Permit.
|
53.
|
"Point of Common Coupling" has the meaning set forth in SCE's Rule 21.
|
54.
|
"Premises" means all of the real property and apparatus employed in a single enterprise on an integral parcel of land undivided, excepting in the case of industrial, agricultural, oil field, resort enterprises, and public or quasi-public institutions, by a dedicated street, highway, or other public thoroughfare, or a railway. Automobile parking lots constituting a part of, and adjacent to, a single enterprise may be separated by an alley from the remainder of the premises served.
|
55.
|
"Producer" has the meaning set forth in the Preamble.
|
|
a)
|
All electric power and energy produced by the Renewable Generating Facility, net of Station Use of the Renewable Generating Facility; and
|
|
b)
|
All associated Environmental Attributes, Capacity Attributes, Renewable Energy Credits and Resource Adequacy Benefits.
|
Form 14-786
10/2011
|
|
59.
|
"Prudent Electrical Practices" means those practices, methods and acts that would be implemented and followed by prudent operators of electric energy generating facilities in the Western United States, similar to the Generating Facility, during the relevant time period, which practices, methods and acts, in the exercise of prudent and responsible professional judgment in the light of the facts known at the time the decision was made, could reasonably have been expected to accomplish the desired result consistent with good business practices, reliability and safety.
|
|
a)
|
Equipment, materials, resources, and supplies, including spare parts inventories, are available to meet the Generating Facility's needs;
|
|
b)
|
Sufficient operating personnel are available at all times and are adequately experienced and trained and licensed as necessary to operate the Generating Facility properly and efficiently, and are capable of responding to reasonably foreseeable emergency conditions at the Generating Facility and emergencies whether caused by events on or off the Site;
|
|
c)
|
Preventive, routine, and non-routine maintenance and repairs are performed on a basis that ensures reliable, long term and safe operation of the Generating Facility, and are performed by knowledgeable, trained, and experienced personnel utilizing proper equipment and tools;
|
|
d)
|
Appropriate monitoring and testing are performed to ensure equipment is functioning as designed;
|
|
e)
|
Equipment is not operated in a reckless manner, in violation of manufacturer's guidelines or in a manner unsafe to workers, the general public, or SCE's electric system or contrary to environmental laws, permits or regulations or without regard to defined limitations such as, flood conditions, safety inspection requirements, operating voltage, current, volt ampere reactive (VAR) loading, frequency, rotational speed, polarity, synchronization, and control system limits; and
|
|
f)
|
Equipment and components designed and manufactured to meet or exceed the standard of durability that is generally used for electric energy generating facilities operating in the Western United States and will function properly over the full range of ambient temperature and weather conditions reasonably expected to occur at the Site and under both normal and emergency conditions.
|
60.
|
"Real-Time Market" has the meaning set forth in the CAISO Tariff.
|
61.
|
"Renewable Energy Credit" has the meaning set forth in California Public Utilities Code Section 399.12(g), as may be amended from time to time or is further defined or supplemented by law."Renewable Generating Facility" means all of Producer's electric generating facilities as more particularly described in Appendix A, together with all materials, equipment systems, structures, features and improvements necessary to produce electric energy at such facility, (excluding the Site, land rights and interests in land) located at the Premises identified in Appendix A and complying with the requirements of Appendix Cor Appendix D for the entire Term of this Agreement.
|
Form 14-786
10/2011
|
|
62.
|
"Resource Adequacy Benefits" means the rights and privileges attached to the Generating Facility that satisfy any entity's resource adequacy obligations, as those obligations are set forth in any Resource Adequacy Rulings and shall include any local, zonal or otherwise locational attributes associated with the Generating Facility.
|
63.
|
"Resource Adequacy Rulings" means CPUC Decisions 04-01-050, 04-10-035, 05-10-042,06-06-064, 06-07-031 and any subsequent CPUC ruling or decision, or any other resource adequacy laws, rules or regulations enacted, adopted or promulgated by any applicable Governmental Authority, as such decisions, rulings, laws, rules or regulations may be amended or modified from time-to-time during the Term.
|
64.
|
"RPS Legislation" means the State of California Renewable Portfolio Standard Program, as codified at California Public Utilities Code Section 399.11, et seq.
|
65.
|
"RPS Requirements" and "RPS Status" have the same meanings set forth in Appendix C.
|
66.
|
"Rule" means Tariff sheets which set forth the application of all rates, charges, and service when such applicability is not set forth in and as part of the rate schedules.
|
67.
|
"S&P" means the Standard & Poor's Rating Group.
|
68.
|
"SCE" has the meaning set forth in the Preamble.
|
69.
|
"Schedule," "Scheduled" or "Scheduling" means the action of Producer and SCE, or their designated representatives of notifying, requesting, and confirming to each other the Forecast of electric energy from the Generating Facility being received by SCE at the Net Generation Output Meter.
|
70.
|
"Schedule CREST" refers to one or more Tariff sheets setting forth the charges and conditions for a customer taking service from SCE under this Tariff who meets the definition of an Eligible Customer who owns and operates an Eligible Renewable Generating Facility, as defined in Schedule CREST. This Tariff is subject to such changes or modifications by the Commission as it may from time to time direct in the exercise of its jurisdiction.
|
71.
|
"Simple Interest Payment" means a dollar amount calculated by multiplying the (i) dollar amount on which the Simple Interest Payment is based, times (ii) the Interest Rate, times (iii) the result of dividing the number of days in the calculation period by 360.
|
72.
|
"Site" means the real property on which the Renewable Generating Facility is, or will be located, as further described in Appendix A
|
73.
|
"Small Power Producer Qualifying Facility" or "SPP QF" means a facility certified by the FERC as a small power producer and certified by the CEC as an ERR that was in service prior to January 1, 2002.
|
74.
|
"SPP QF Requirements", "SPP QF Status", "SPP QF Status Change" and "SPP QF Warranty" have the meanings set forth in Appendix D.
|
75.
|
"Station Use" means the electric energy produced by the Renewable or Non-renewable Generating Facility that is:
|
|
a)
|
Used within the respective Generating Facility to power the lights, motors, control systems and other electrical loads that are necessary for Operation; and
|
Form 14-786
10/2011
|
|
76.
|
"Tariff(s)" mean(s) the entire body of effective rates, rentals, charges, and rules collectively of SCE, as set forth herein, and including title page, preliminary statement, service area maps, rate schedules, list of contracts and deviations, Rules, and sample forms.
|
77.
|
"Term" has the meaning used in Appendix H.
|
78.
|
"Term End Date" means 12:01 A.M. on the day following the completion of the Term specified in Appendix H.
|
79.
|
"Term Start Date" means the date of Initial Operation as specified in Appendix H upon SCE's completion of Appendix H.
|
80.
|
"Term Year" means a twelve (12) month period beginning on the first day of the calendar month following Initial Operation and each successive twelve (12) month period thereafter.
|
81.
|
"TOU Periods" means the time of use periods for determination of payments as set forth in Appendix G.
|
82.
|
"Transmission Provider" means any entity or entities responsible for the interconnection of the Generating Facility with SCE's Distribution System or transmitting the Product on behalf of Producer from the Generating Facility to the Point of Common Coupling.
|
83.
|
"WATER" means Water/Wastewater t,gency Iariff for sligible Benewables the SCE Tariff schedule that implements Assembly Bill1969.
|
84.
|
"WDAT" means SCE's Wholesale Distribution Access Tariff.
|
85.
|
"WECC" means the Western Electricity Coordinating Council, the regional reliability council for the Western United States, Southwestern Canada, and Northwestern Mexico.
|
86.
|
"Web Client" has the meaning set forth in Appendix E.
|
Form 14-786
10/2011
|
|
Time of Use Periods ("TOU Periods")
|
|||
TOU Period
|
Summer
Jun 1st – Sep 30th
|
Winter
Oct 1st – May
31st
|
Applicable Days
|
On-Peak
|
Noon - 6:00 p.m.
|
Not Applicable.
|
Weekdays except
Holidays.
|
Mid-Peak
|
8:00 a.m. – Noon
|
8:00 a.m. – 9:00
p.m.
|
Weekdays except
Holidays.
|
6:00 p.m. – 11:00
p.m.
|
Weekdays except
Holidays.
|
||
Off-Peak
|
11:00 p.m. – 8:00
a.m.
|
6:00 a.m. – 8:00
a.m.
|
Weekdays except
Holidays.
|
9:00 p.m. –
Midnight
|
Weekdays except
Holidays.
|
||
Midnight –
Midnight
|
6 a.m. –
Midnight
|
Weekends and Holidays
|
|
Super-Off-Peak
|
Not Applicable.
|
Midnight – 6:00
a.m.
|
Weekdays, Weekends and
Holidays
|
Energy Allocation Factors (Factor "B" in Section 6.5)
|
||||
Season
|
TOU
|
Calculation Method
|
Energy Allocation
Factor
|
|
Summer
|
On-Peak
|
Fixed Value
|
3.13
|
(R)
|
Mid-Peak
|
Fixed Value
|
1.35
|
(I)
|
|
Off-Peak
|
Fixed Value
|
0.75
|
(I)
|
|
Winter
|
Mid-Peak
|
Fixed Value
|
1.00
|
(R)
|
Off-Peak
|
Fixed Value
|
0.83
|
(I)
|
|
Super-Off-Peak
|
Fixed Value
|
0.61
|
(R)
|
Form 14-786
10/2011
|
|
1.
|
The Renewable Generating Facility's date of Initial Operation is ________________. (SCE to confirm date using NGOM data.)
|
3.
|
Product Price for this Agreement is$ 0.__________ per kWh. (SCE to confirm using applicable MPR ruling, Producer's term and Initial Operation date.)
|
Form 14-786
10/2011
|
|
SOUTHERN CALIFORNIA
EDISON
|
Renewable and Alternative Power
California Renewable Energy Small Tariff AGREEMENT
|
|
An EDISON INTERNATIONAL Company
|
||
GFID Number 5618; RAP ID Number 5669
|
1.1.
|
This Agreement provides for Producer to Interconnect and Operate a Renewable Generating Facility in parallel with SCE's Distribution System. This Agreement requires the Producer to be a retail customer and to obtain retail electrical service from SCE to serve all the electrical loads, net of any other Non-renewable Generating Facility, except as otherwise permitted under SCE's Tariffs, at the Premises identified in Appendix A. This Agreement also provides for Producer to sell energy, net of Station Use, produced by the Renewable Generating Facility directly to SCE provided the Renewable Generating Facility satisfies the Eligible Renewable Resource Facility Requirements as set forth in Appendix C, or the Small Power Producer Qualifying Facility Requirements and the Eligible Renewable Resource Facility Requirements set forth in Appendix D. This Agreement does not constitute an agreement by SCE to provide retail electrical service to Producer. Such arrangements must be made separately between SCE and Producer.
|
1.2.
|
In consideration of the mutual promises and obligations stated in this Agreement and its attachments, the Parties agree as follows:
|
2.1.
|
A description of the Renewable Generating Facility, including a summary of its significant components, a drawing showing the general arrangement of the Producer's Renewable Generating Facility, and a single-line diagram illustrating the Interconnection of the Renewable Generating Facility and loads with SCE's Distribution System, is attached hereto and incorporated herein as Appendix A.
|
2.2.
|
Name and address used by SCE to locate the electric Service Account(s) and Premises used to Interconnect the Renewable Generating Facility with SCE's Distribution System:
|
Coronus Joshua Tree East 3 LLC
|
|
6350 Mount Shasta Ave., #3
|
|
Joshua Tree, CA
|
|
92252 | |
3-039 2775-31 Service Account (if known)
|
Form 14-786
10/2011
|
|
|
2.4.
|
The Net Power Rating of the Renewable Generating Facility is 1,500 kW.
|
|
2.5.
|
The maximum (instantaneous) level of power that may be exported through the Point of Common Coupling by the Renewable Generating Facility to SCE's Distribution System is 1,500 kW. Please supply estimate!
|
|
2.6.
|
The annual energy production of the Renewable Generating Facility, net of Station Use, measured by the NGOM is expected to be 3,603,000 kWh. Please supply estimate!
|
|
2.7.
|
The annual energy exported through the Point of Common Coupling from the Producer's Premises identified in Appendix A beyond Producer's use is expected to be 3,603,000 kWh. Please supply estimate!
|
|
2.8.
|
The Renewable Generating Facility's expected date of Initial Operation is December 15, 2013..
|
|
(a)
|
Subject to any extensions made pursuant to Sections 2.9(b) or 2.9(c), and further subject to Section 2.9(d), Initial Operation must be no later than the earlier of (i) one hundred twenty (120) days from the Initial Synchronization Dale, and (ii) eighteen (18) months from the date of PPA Effective Date ("Initial Operation Deadline").
|
|
(b)
|
If all of the interconnection facilities, transmission upgrades and new transmission facilities, if any, described in Producer's interconnection agreement and required to interconnect the Generating Facility to SCE's Distribution System have not been completed and placed into operation by the CAISO or the Transmission Provider on the estimated completion date set forth in Producer's interconnection agreement, then, upon SCE's receipt of Notice from Producer, which Notice must be provided at least sixty (60) days before the date that is eighteen (18) months from the PPA Effective Date, the Initial Operation Deadline shall be extended on a day-for-day basis until all of the interconnection facilities, transmission upgrades and new transmission facilities, if any, described in Producer's interconnection agreement and required to interconnect the Generating Facility to SCE's Distribution System have been completed and placed into operation by the CAISO or the Transmission Provider, exception the extent any delay in such completion and placement into operation results from Producer failing to complete its obligations, take all actions and meet all of its deadlines under Producer's interconnection agreement needed to ensure timely completion and operation of such interconnection facilities, transmission upgrades and new transmission facilities.
|
|
(c)
|
If Producer has not obtained Permit Approval on or before that date that is ninety (90) days before the date that is eighteen (18) months from the PPA Effective Date, then, upon SCE's receipt of Notice from Producer, which Notice must be provided at least sixty (60) days before the date that is eighteen (18) months from the PPA Effective Date, the Initial Operation Deadline shall be extended on a day-for-day basis until Producer obtains Permit Approval, except to the extent any such delay results from Producer failing to take all commercially reasonable actions to apply for and meet all of its requirements and deadlines to obtain such Permit Approval.
|
Form 14-786
10/2011
|
|
|
(d)
|
Notwithstanding anything in this Agreement to the contrary, the Initial Operation Deadline may not be later than twenty-four (24) months from the PPA Effective Date.
|
|
[x] Does meet with the requirements for "Eligible Renewable Resource" as such term is used in Section 399.11 et seq. of the California Public Utilities Code.
|
|
[ ] Does meet with both the requirements for "Cogeneration" as such term is used in Section 216.6 of the California Public Utilities Code and with the requirements for "Eligible Renewable Resource" as such term is used in Section 399.11 et seq. of the California Public Utilities Code.
|
|
[ ] Does meet with both the requirements for a Small Power Producer Qualifying Facility pursuant to the regulations of the Federal Energy Regulatory Commission (18 Code of Federal Regulations Part 292, Section 292.203 et seq.) implementing the Public Utility Regulatory Policies Act of 1978 as Amended by the Energy Policy Act of 2005 and with the requirements for "Eligible Renewable Resource" as such term is used in Section 399.11 et seq. of the California Public Utilities Code.
|
Appendix A-
|
Description of Renewable Generating Facility and Single-Line Diagram
|
|
(Supplied by Producer)
|
||
Appendix B -
|
A copy of Interconnection Facilities Financing and Ownership
|
|
Agreement, if applicable (supplied by SCE)
|
||
Appendix C-
|
Producer's warranty that the Renewable Generating Facility meets with the requirements for "Eligible Renewable Resource" as defined in Section 399.11 et seq. of the California Public Utilities Code, if applicable.
|
|
Appendix D -
|
Producer's warranty that the Renewable Generating Facility, prior to January 1, 2002 met and continues to meet with the requirements for both a Small Power Producer Qualifying Facility pursuant to the regulations of the Federal Energy Regulatory Commission (18 Code of Federal Regulations Part 292, Section 292.203 et seq.) implementing the Public Utility Regulatory Policies Act of 1978 as Amended by the Energy Policy Act of 2005 and "Eligible Renewable Resource" as defined in Section 399.11 et seq. of the California Public Utilities Code, if applicable.
|
|
Appendix E-
|
Forecast Requirements for Generating Facilities that have a Net Power
|
|
Rating greater or equal to 500 kW
|
Form 14-786
10/2011
|
|
Appendix F -
|
Definitions
|
|
Appendix G -
|
TOU Periods and Energy Allocation Factors
|
|
Appendix H-
|
Summary of Dates, Term and Product Price for this Agreement
|
4.1.
|
SCE may terminate this Agreement on Notice, which termination becomes effective on the date specified by SCE in such Notice, if:
|
|
(a)
|
Producer fails to take all corrective actions specified in any SCE Notice, within the time frame set forth in such Notice, that any Generating Facility is out of compliance with any term of this Agreement;
|
|
(b)
|
Producer fails to interconnect and Operate a Generating Facility, in accordance with the terms of this Agreement, within one hundred twenty (120) days after SCE delivers electric energy to such Generating Facility for Station Use;
|
|
(c)
|
Producer abandons any Generating Facility;
|
|
(d)
|
Electric output from any Generating Facility ceases for twelve (12) consecutive months;
|
|
(e)
|
The Term does not commence within eighteen (18) months of the Effective Date, subject to any extensions herein as to which Producer is the Claiming Party or under Section 2.9(b) and 2.9(c);
|
|
(f)
|
Producer or the owner of a Site applies for or participates in the California Solar Initiative or any net energy metering tariff with respect to any Generating Facility at such Site; or
|
|
(g)
|
Producer has not installed any of the equipment or devices necessary for any Generating Facility to satisfy the Gross Power Rating of such Generating Facility, as set forth in Section 2.3.
|
|
(a)
|
If any representation or warranty in this Agreement made by the other Party is false or misleading in any material respect when made or when deemed made or repeated if the representation or warranty is continuing in nature, if such misrepresentation or breach of warranty is not remedied within ten (10) Business Days after Notice thereof from the nonbreaching Party to the breaching Party;
|
|
(b)
|
Except for an obligation to make payment when due, if there is a failure of the other Party to perform any material covenant or obligation set forth in this Agreement (except to the extent such failure provides a separate termination right for the non-breaching Party or to the extent excused by Force Majeure), if such failure is not remedied within thirty (30) days after Notice thereof from the non-breaching Party to the breaching Party;
|
|
(c)
|
If the other Party fails to make any payment due and owing under this Agreement, if such failure is not cured within five (5) Business Days after Notice thereof from the non-breaching Party to the breaching Party; or
|
|
(d)
|
In accordance with Section 19.4.
|
|
(e)
|
This Agreement automatically terminates on the Term End Date.
|
|
(f)
|
If a Party terminates this Agreement in accordance with Section 4, such Party will have the right to immediately suspend performance under this Agreement and pursue all remedies available at law or in equity against the other Party (including seeking monetary damages).
|
Form 14-786
10/2011
|
|
5.1.
|
Producer is responsible for Operating the Renewable Generating Facility in compliance with all of SCE Tariffs, including but not limited to Rule 21, and any other regulations and laws governing the Interconnection of the Renewable Generating Facility.
|
5.2.
|
The Renewable Generating Facility Net Power Rating shall be less than or equal to 1,500 kW.
|
5.3.
|
Producer shall not deliver reactive power to SCE's Distribution System unless the Parties have otherwise agreed in writing.
|
5.4.
|
The Renewable Generating Facility shall be Operated with all of Producer's Protective Functions in service and in accordance with Prudent Electrical Practices whenever the Renewable Generating Facility is Operated in parallel with SCE's Distribution System. Any deviation from these requirements may occur only when the Parties have agreed to such deviations in writing.
|
5.5.
|
For Renewable Generating Facility having a Net Power Rating equal to or greater than 500 kW, the Parties shall comply with the forecasting provisions of Appendix E.
|
5.6.
|
SCE shall have ingress and egress to examine the Site and Generating Facility for purposes connected with this Agreement.
|
6.1.
|
The amount of energy purchased under this Agreement shall be determined by electrical meters and equipment owned, Operated, and maintained by SCE.
|
6.2.
|
The Product Price, as set forth in Section 3 of Appendix H, shall equal the Market Price Referent ("MPR") most recently determined by the Commission prior to the Execution Date, using the project on-line year in which the date of actual Initial Operation occurs as described in Appendix H, and the Term as elected in Appendix H.
|
Adopted 2011 Market Price Referents
|
||||
(Nominal- dollars/kWh)
|
||||
Resource Type
|
10-Year
|
15-Year
|
20-Year
|
25-Year
|
2012 Baseload MPR
|
0.07688
|
0.08352
|
0.08956
|
0.09274
|
2013 Baseload MPR
|
0.08103
|
0.08775
|
0.09375
|
0.09695
|
2014 Baseload MPR
|
0.08454
|
0.09151
|
0.09756
|
0.10081
|
2015 Baseload MPR
|
0.08804
|
0.09520
|
0.10132
|
0.10464
|
2016 Baseload MPR
|
0.09156
|
0.09883
|
0.10509
|
0.10848
|
2017 Baseload MPR
|
0.09488
|
0.10223
|
0.10859
|
0.11206
|
2018 Baseload MPR
|
0.09831
|
0.10570
|
0.11218
|
0.11572
|
2019 Baseload MPR
|
0.10186
|
0.10928
|
0.11587
|
0.11946
|
2020 Baseload MPR
|
0.10550
|
0.11296
|
0.11965
|
0.12326
|
6.3.
|
Producer agrees to sell all electric energy produced by the Renewable Generating Facility as specified herein in Section 6.4 below together with all Green Attributes, Capacity Attributes and Resource Adequacy Benefits (collectively, the "Attributes") to SCE.
|
6.4.
|
SCE shall pay Producer for all Attributes and all electrical energy, net of Station Use, measured by the Net Generation Output Meter ("NGOM") as defined in SCE's Rule 21 and located as shown on the Single-Line Diagram of Appendix A
|
Form 14-786
10/2011
|
|
6.5.
|
For the purpose of calculating monthly payments, the amount measured by the NGOM shall be time-differentiated according to the time period and season of the receipt of Product by SCE from Producer ("TOU Periods") and the pricing shall be weighted by the Energy Allocation Factors set forth in Appendix G.
|
6.6.
|
SCE shall adjust the energy and demand amounts recorded by the SCE billing meter at the Point of Common Coupling, as defined in SCE's Rule 21, to reflect the net generation output amounts measured by the NGOM for purposes of billing the Producer in accordance with SCE's applicable Tariff rate schedule(s).
|
6.7.
|
SCE shall determine the amount of energy received by SCE pursuant to this Agreement for each monthly period and provide a statement to Producer approximately thirty (30) days after each. monthly meter reading date.
|
6.8.
|
SCE shall not be obligated to issue a payment to Producer until the amount due for the energy received pursuant to this Agreement exceeds one thousand dollars ($1000), except that SCE shall pay all amounts due to Producer pursuant to this Agreement at least once per calendar year no later than 30 days after the end of the calendar year.
|
6.9.
|
Unless otherwise agreed in writing by the Parties, any payment due for Product received under this Agreement shall be satisfied by SCE issuing a check to Producer. Alternatively, SCE reserves the right, but shall not be obligated to apply any amount owed to Producer toward any amounts due to SCE from Producer for any charges incurred under this ·Agreement or for past due bills for electric service or for SCE services.
|
6.10.
|
In the event adjustments to SCE's payments are required as a result of inaccurate metering equipment, SCE shall determine the correct amount of energy received under this Agreement during the period of inaccuracy and recompute the amount due to or from Producer. Any refund due and payable to SCE or due by SCE to Producer resulting from inaccurate metering shall be made within thirty (30) calendar days of SCE's Notice to Producer by SCE of the amount due.
|
6.11.
|
Monthly charges, if any, associated with Interconnection Facilities shall be billed and paid pursuant to the applicable Interconnection Facilities Financing and Ownership Agreement in Appendix B and monthly charges, if any, associated with electric service provided by SCE shall be billed and paid pursuant to the applicable Tariffs filed by SCE with the Commission.
|
Form 14-786
10/2011
|
|
7.1.
|
Producer and/or SCE, as appropriate, shall provide Interconnection Facilities that adequately protect SCE's Distribution System, personnel, and other persons from damage or injury, which may be caused by the Operation of Producer's Renewable Generating Facility.
|
7.2.
|
Producer shall be solely responsible for the costs, design, purchase, construction, Operation, and maintenance of the Interconnection Facilities that Producer owns.
|
7.3.
|
If the provisions of SCE's Rule 21, or any other Tariff approved by the Commission, require SCE to own and operate a portion of the Interconnection Facilities, Producer and SCE shall promptly execute an Interconnection Facilities Financing and Ownership Agreement that establishes and allocates responsibility for the design, installation, Operation, maintenance, and ownership of the Interconnection Facilities. This agreement shall be attached to and made a part of this Agreement as Appendix B.
|
8.1.
|
Producer shall promptly curtail the production of the Generating Facility: (i) upon Notice from SCE that SCE has been instructed by the CAISO or the Transmission Provider to curtail energy deliveries; (ii) upon Notice that Producer has been given a curtailment order or similar instruction in order to respond to an Emergency; (iii) if no CAISO Schedule was awarded in either the Day-Ahead Market or the Real-Time Market and SCE notifies Producer to curtail the production of the Generating Facility; or (iv) if SCE issues an OSGC Order.
|
8.2.
|
For each day of the Term, if no CAISO Schedule is awarded for the Forecasted energy in both the Day-Ahead Market and Real-Time Market for such day, and the Generating Facility has not been curtailed pursuant to Section 8.1(i) or (ii), then, so long as Producer's actual availability establishes that the Generating Facility would have been able to deliver but for the fact an CAISO Schedule was not awarded, SCE shall pay Producer the Product Price, as adjusted by Appendix G, for the amount of energy Producer would have been able to deliver but for the fact that Producer did not receive an CAISO Schedule. The amount of energy that could have been delivered will be determined in accordance with Section 8.4.
|
8.3.
|
If SCE bids the energy from the Generating Facility into the Day-Ahead Market or Real-Time Market and the CAISO awards an CAISO Schedule as a result of that bid, SCE shall have the right, but not the obligation, to order Producer to curtail the delivery of energy (an "OverSchedule Generation Curtailment Order" or "OSGC Order") in excess of an CAlSO Schedule awarded pursuant to this Section 8.3 (the "Over-Schedule Generation Curtailment Quantity" or "OSGC Quantity"). SCE shall pay Producer the Product Price, as adjusted by Appendix G, for the OSGC Quantity Producer would have been able to deliver but for the fact that SCE issued an OSGC Order. The amount of energy that could have been delivered will be determined in accordance with Section 8.4.
|
8.4.
|
SCE shall estimate the amount of energy the Generating Facility would have been able to deliver under Sections 8.2 and 8. 3. SCE shall apply accepted industry standards in making such an estimate and take into consideration the actual availability of the Generating Facility, past performance of the Generating Facility, meteorological data, solar irradiance data (if applicable), and any other relevant information. Producer shall cooperate with SCE's requests for information associated with any estimate made hereunder. SCE's estimates under this Section 8 for the amount of energy that the Generating Facility would have been able to deliver under Sections 8.2 and 8.3 will be determined in SCE's sole discretion.
|
Form 14-786
10/2011
|
|
|
9.1.
|
On or before the thirtieth (301 ) day following the Effective Date, Producer shall post and thereafter maintain a development fee (the "Development Security") equal to twenty dollars ($20) for each kilbwatt of the Gross Power Rating. The Development Security will be held by SCE and must be in the form of either a cash deposit or the Letter of Credit. If Producer establishes the Development Security in the form of a cash deposit, SCE shall make monthly Simple Interest Payments to Producer in accordance with the terms of this Agreement.
|
|
(a)
|
Demonstrates to SCE's satisfaction that Producer has installed all of the equipment or devices necessary for the Generating Facility to satisfy the Gross Power Rating of such Generating Facility, SCE shall return the Development Security to Producer within thirty (30) days of Initial Operation;
|
|
(b)
|
Has not installed any of the equipment or devices necessary for any Generating Facility to satisfy any of the Gross Power Rating, Producer shall forfeit, and SCE shall have the right to retain, the entire Development Security and terminate this Agreement; or
|
|
(c)
|
Has installed only a portion of the equipment or devices necessary for a Generating Facility to satisfy the Gross Power Rating of such Generating Facility, SCE shall return, within thirty (30) days of Initial Operation, only the portion of the Development Security equal to the product of twenty dollars ($20) per kW of the portion of the Gross Power Rating available to deliver the Product to SCE at the Point of Common Coupling. This Section 9.2 is subject to any extension of Initial Operation as to which Producer is the Claiming Party or under Section 2.9(b) and 2.9(c).
|
11.1.
|
In connection with Producer's performance of its duties and obligations under this Agreement, Producer shall maintain, during the term of this Agreement, general liability insurance with a combined single limit of not less than:
|
|
(a)
|
Two million dollars ($2,000,000) for each occurrence if the Gross Power Rating of Producer's Renewable Generating Facility is greater than one hundred (100) kW;
|
|
(b)
|
One million dollars ($1,000,000) for each occurrence if the Gross Power Rating of Producer's Renewable Generating Facility is greater than twenty (20) kW and less than or equal to one hundred (100) kW; and
|
|
(c)
|
Five hundred thousand dollars ($500,000) for each occurrence if the Gross Power Rating of Producer's Renewable Generating Facility is twenty (20) kW or less.
|
|
(d)
|
Two hundred thousand dollars ($200,000) for each occurrence if the Gross Power Rating of Producer's Renewable Generating Facility is ten (10) kW or less and Producer's Renewable Generating Facility is connected to an account receiving residential service from SCE.
|
Form 14-786
10/2011
|
|
11.2.
|
The general liability insurance required in Section 11.1 shall, by endorsement to the policy or policies, (a) include SCE as an additional insured; (b) contain a severability of interest clause or cross-liability clause; (c) provide that SCE shall not by reason of its inclusion as an additional insured incur liability to the insurance carrier for payment of premium for such insurance; and (d) provide for thirty (30) calendar days' written notice to SCE prior to cancellation, termination, alteration, or material change of such insurance.
|
11.3.
|
If Producer's Renewable Generating Facility is connected to an account receiving residential service from SCE and the requirement of Section 11.2(a) prevents Producer from obtaining the insurance required in Section 11.1, then upon Producer's written Notice to SCE in accordance with Section 12.1, the requirements of Section 11.2(a) shall be waived.
|
11.4.
|
Evidence of the insurance required in Section 11.2 shall state that coverage provided is primary and is not in excess to or contributing with any insurance or self-insurance maintained by SCE.
|
11.5.
|
Producer agrees to furnish the required certificates and endorsements to SCE prior to Initial Operation. SCE shall have the right to inspect or obtain a copy of the original policy or policies of insurance.
|
11.6.
|
If Producer is self-insured with an established record of self-insurance, Producer may comply with the following in lieu of Sections 11.1 through 11.4:
|
|
(a)
|
Producer shall provide to SCE, at least thirty (30) calendar days prior to the date of Initial Operation, evidence of an acceptable plan to self-insure to a level of coverage equivalent to that required under Section 11.1.
|
|
(b)
|
If Producer ceases to self-insure to the level required hereunder, or if Producer is unable to provide continuing evidence of Producer's ability to self-insure, Producer agrees to immediately obtain the coverage required under Section 11.1.
|
11.7.
|
All insurance certificates, statements of self insurance, endorsements, cancellations, terminations, alterations, and material changes of such insurance shall be issued, clearly labeled with agreement ID number and submitted to the following:
|
12.1.
|
Any written notice, demand, or request required or authorized in connection with this Agreement ("Notice") shall be deemed properly given if delivered in person or sent by first class mail, postage prepaid, to the person specified below:
|
Form 14-786
10/2011
|
|
12.2.
|
A Party may change its address for Notices at any time by providing the other Party Notice of the change in accordance with Section 12.1.
|
12.3.
|
All Notices must reference the agreement ID number set forth on the first page of this Agreement.
|
12.4.
|
Notices (other than forecasts and schedules) shall, unless otherwise specified herein, be in writing and may be delivered in person, United States mail or overnight courier service.
|
12.5.
|
Notice by hand delivery shall be effective at the close of business on the day actually received, if received during business hours on a Business Day, and otherwise shall be effective at the close of business on the next Business Day, unless a different date for the Notice to go into effect is stated in another section of this Agreement.
|
12.6.
|
Notice by overnight United States mail or courier shall be effective on the next Business Day after it was sent.
|
12.7.
|
The Parties may also designate operating representatives to conduct the daily communications, which may be necessary or convenient for the administration of this Agreement. Such designations, including names, addresses, and phone numbers may be communicated or revised by Notice provided in accordance herewith.
|
13.1.
|
SCE shall have the right to review and obtain copies of Producer's operations and maintenance records, logs, or other information such as, but not limited to, unit availability, maintenance outages, circuit breaker operation requiring manual reset, relay targets and unusual events pertaining to Producer's Renewable Generating Facility or its Interconnection with SCE's Distribution System.
|
|
(a)
|
Producer authorizes SCE to release to the CEC and/or the Commission information regarding the Renewable Generating Facility, including the Producer's name and location, and the size, location and operational characteristics of the Renewable Generating Facility, the Term, the ERR type, the Initial Operation Date·and the Net Power Rating of the Renewable Generating Facility, as requested from time to time pursuant to the CEC's or Commission's rules and regulations.
|
Form 14-786
10/2011
|
|
16.
|
GOVERNING LAW, JURISDICTION OF COMMISSION, INCLUSION OF SCE's TARIFF RATE SCHEDULES, DEFINED TERMS
|
16.1.
|
This Agreement shall be interpreted, governed, and construed under the laws of the State of California as if executed and to be performed wholly within the State of California without giving effect to choice of law provisions that might apply to the law of a different jurisdiction. Each Party waives its respective right to any jury trial with respect to any litigation arising under or in connection with this Agreement
|
16.2.
|
The Interconnection and services provided under this Agreement shall at all times be subject to the terms and conditions set forth in the Tariffs applicable to the electric service provided by SCE. Copies of such Tariffs are available at www.sce.com or by request to SCE and are incorporated by reference into this Agreement.
|
16.3.
|
When initially capitalized, whether in the singular or in the plural, the terms used herein shall have the meanings assigned to them either in this Agreement, Appendix F; in SCE's Rule 1 or Rule 21, Section H; or SCE's Schedule CREST. If any term is defined in both Rule 1 and Rule 21, the definition in Rule 21 shall prevail. If any term is defined in both Schedule CREST and this Agreement, the definition in Schedule CREST shall prevail.
|
18.1.
|
This Agreement, including any incorporated Tariffs and Rules, contains the entire agreement and understanding between the Parties, their agents, and employees as to the subject matter of this Agreement. Each Party also represents that in entering into this Agreement, it has not relied on any promise, inducement, representation, warranty, agreement or other statement not set forth in this Agreement or in the incorporated Tariffs and Rules.
|
19.1.
|
Neither Party shall be in default in the performance of any of its obligations set forth in this Agreement, except for obligations to pay money, when and to the extent failure of performance is caused by Force Majeure.
|
Form 14-786
10/2011
|
|
19.2.
|
If a Party, because of Force Majeure, is rendered wholly or partly unable to perform its obligations when due under this Agreement, such Party (the "Claiming Party") shall be excused from whatever performance is affected by the Force Majeure to the extent so affected. In order to be excused from its performance obligations under this Agreement by reason of Force Majeure:
|
|
(a)
|
The Claiming Party, on or before the fourteenth (14th) day after the initial occurrence of the claimed Force Majeure, must give the other Party Notice describing the particulars of the occurrence; and
|
|
(b)
|
The Claiming Party must provide timely evidence reasonably sufficient to establish that the occurrence constitutes Force Majeure as defined in this Agreement.
|
19.3.
|
The suspension of the Claiming Party's performance due to Force Majeure may not be greater in scope or longer in duration than is required by such Force Majeure. In addition, the Claiming Party shall use diligent efforts to remedy its inability to perform. When the Claiming Party is able to resume performance of its obligations under this Agreement, the Claiming Party shall give the other Party prompt Notice to that effect.
|
19.4.
|
The non-Claiming Party may terminate this Agreement on at least five (5) Business Days' prior Notice, in the event of Force Majeure which materially interferes with such Party's ability to perform its obligations under this Agreement and which extends for more than 365 consecutive days, or for more than a total of 365 days in any consecutive 540-day period.
|
20.1.
|
Each Party as indemnitor shall defend, save harmless and indemnify the other Party and the directors, officers, employees, and agents of such other Party against and from any and all loss, liability, damage, claim, cost, charge, demand, or expense (including any direct, indirect, or consequential loss, liability, damage, claim, cost, charge, demand, or expense, including reasonable attorneys' fees) for injury or death to persons, including employees of either Party, and physical damage to property including property of either Party arising out of or in connection with the negligence or willful misconduct of the indemnitor relating to its obligations under this Agreement. This indemnity applies notwithstanding the active or passive negligence of the indemnitee; provided, however, that neither Party is indemnified under this Agreement for its loss, liability, damage, claim, cost, charge, demand or expense to the extent resulting from its own negligence or willful misconduct.
|
20.2.
|
Producer shall defend, save harmless and indemnify SCE, its directors, officers, employees, and agents, assigns, and successors in interest, for and against any penalty imposed upon SCE to the extent caused by Producer's failure to fulfill its obligations as set forth in Section
|
|
6.3.
|
20.3.
|
Each Party releases and shall defend, save harmless and indemnify the other Party from any and all loss, liability, damage, claim, cost, charge, demand or expense arising out of or in connection with any breach made by the indemnifying Party of its representations, warranties and covenants in Sections 2.10 and 18, and Appendices C and D. Notwithstanding anything to the contrary in this Agreement, if Producer fails to comply with the provisions of Section 11, Producer shall, at its own cost, defend, save harmless and indemnify SCE, its directors, officers, employees, and agents, assigns, and successors in interest, from and against any and all loss, liability, damage, claim, cost, charge, demand, or expense of any kind or nature (including any direct, indirect, or consequential loss, damage, claim, cost, charge, demand, or expense, including reasonable attorneys' fees and other costs of litigation), resulting from injury or death to any individual or damage to any property, including the personnel or property of SCE, to the extent that SCE would have been protected had Producer complied with all of the provisions of Section 11. The inclusion of this Section 20.3 is not intended to
|
Form 14-786
10/2011
|
|
CORONUS JOSHUA TREE EAST 3
LLC
|
SOUTHERN CALIFORNIA EDISON COMPANY
|
|||
By:
|
Jeff Thachuk
|
By:
|
Marc Ulrich
|
|
Name:
|
Jeff Thachuk
|
Name:
|
Marc Ulrich
|
|
Title:
|
President
|
Title:
|
Vice President of Renewable & Alternative Power
|
|
Date:
|
Nov. 27, 2012
|
Date:
|
12 – 7 - 2012
|
Form 14-786
10/2011
|
|
Form 14-786
10/2011
|
|
Form 14-786
10/2011
|
|
Form 14-786
10/2011
|
|
Form 14-786
10/2011
|
|
Form 14-786
10/2011
|
|
Form 14-786
10/2011
|
|
|
(1)
|
Beginning the Wednesday prior to the planned Initial Operation of the Renewable Generating Facility, Producer will electronically provide SCE with an Energy Forecast for the next calendar week, by no later than 5PM Wednesday of the week preceding the week covered by the Energy Forecast.
|
|
a)
|
Not include any anticipated or expected electric energy losses between the Net Generation Output Meter and the Point of Common Coupling;
|
|
d)
|
Be sent to presched@sce.com with a copy to electrade@sce.com or through SCE-provided software, or as otherwise instructed by SCE.
|
|
(2)
|
If Producer revises any Energy Forecast submitted pursuant to Item 2(a)(i)(1) the revision in the Energy Forecast shall be communicated by Producer to SCE's Day-Ahead Group no later than 8:30a.m. the day prior to the effective date of the revision.
|
Form 14-786
10/2011
|
|
|
(3)
|
If Producer revises any Energy Forecast submitted pursuant to Item 2(a)(i)(1) or Item 2(a)(i)(2) the revision in the Energy Forecast shall be communicated by Producer to SCE's Real-Time Group no later than one half (Y,) hour prior to the CAISO's Hour-Ahead scheduling deadline.
|
|
(i)
|
In addition to the requirements set forth in Item 2(a) above, Producer shall electronically provide SCE with a rolling 30-day Energy Forecast, beginning at least thirty (30) days prior to commencement of the Term.
|
|
(1)
|
Be constructed using reasonable file formats, templates, and naming conventions agreed to by the Parties.
|
|
(3)
|
Be sent to esmstpoutage@sce.com with a copy to presched@sce.com or through SCE-provided software, or as otherwise instructed by SCE.
|
Form 14-786
10/2011
|
|
|
(ii)
|
Producer shall update the rolling 30-day hourly forecast weekly by 5:00 PM each Wednesday and send to esmstpoutage@sce.com with a copy to presched@sce.com or use an SCE provided web client (the "Web Client") if it is available.
|
|
(iii)
|
If Producer learns of any inaccuracies in its most recently submitted 30-day hourly Energy Forecast affecting the period between the date Producer learns of the inaccuracy and the date that the next updated 30-day hourly
|
Form 14-786
10/2011
|
|
1.
|
"Agreement" has the meaning set forth in the Preamble.
|
2.
|
"Applicable Law" means all constitutions, treaties, laws, ordinances, rules, regulations, interpretations, permits, judgments, decrees, injunctions, writs and orders of any Governmental Authority or arbitrator that apply to any Party, a Generating Facility or the terms of this Agreement.
|
3.
|
"Attributes" has the meaning set forth in Section 6.3.
|
4.
|
"Business Day" means any day except a Saturday, Sunday, a Federal Reserve Bank holiday, or the Friday following Thanksgiving. A Business Day shall begin at 8:00a.m. and end at 5:00p.m. local time for the Party sending the Notice or payment or performing a specified action.
|
5.
|
"CAISO" means the California Independent System Operator Corporation or successor entity that dispatches certain generating units and loads and controls the transmission facilities of entities that:
|
|
a)
|
Own, operate and maintain transmission lines and associated facilities or have entitlements to use certain transmission lines and associated facilities; and
|
6.
|
"CAISO Schedule," "CAISO Scheduled" or "CAISO Scheduling" means the action of SCE in submitting bids to the CAlSO and receiving all CAISO markets results from the CAISO; provided, that a CAISO market result where the Generating Facility is instructed to deliver zero (0) kWhs is not considered a "CAISO Schedule" for purposes of this Agreement.
|
7.
|
"CAISO Tariff" means the California Independent System Operator Corporation Operating Agreement and Tariff, including the rules, protocols, procedures and standards attached thereto, as the same may be amended or modified from time-to-time and approved by FERC.
|
8.
|
"California Solar Initiative" means the California Solar Initiative Program implemented and overseen by the CPUC, and as may be revised from time to time.
|
9.
|
"Capacity Attributes" means any and all current or future defined characteristics, certificates, tag, credits, ancillary service attributes, or accounting constructs, howsoever entitled, including any accounting construct counted toward any resource adequacy requirements, attributed to or associated with the Renewable Generating Facility or any unit of generating capacity of the Renewable Generating Facility during the Term.
|
Form 14-786
10/2011
|
|
14.
|
"Credit Rating" means with respect to any entity, on the relevant date of determination, the respective ratings then assigned to such entity's unsecured, senior long-term debt or deposit obligations (not supported by third party credit enhancement) by S&P, Fitch or Moody's. If no rating is assigned to such entity's unsecured, senior long-term debt or deposit obligation by S&P, Fitch or Moody's, then "Credit Rating" means the general corporate credit rating or long-term issuer rating assigned by the other two ratings agencies.
|
15.
|
"CREST" means .Qalifornia Renewable ];nergy .§mall Iariff the SCE Tariff schedule that expands
|
|
Tariff Schedule WATER to Eligible Customers.
|
16.
|
"Day-Ahead Market" has the meaning set forth in the CAISO Tariff.
|
17.
|
"Development Security" has the meaning set forth in Section 9.1.
|
18.
|
"Effective Date" or "PPA Effective Date" has the meaning set forth in Section 21.
|
19.
|
"Eligible Customer" has the meaning set forth in Tariff Schedule CREST.
|
20.
|
"Emergency'' means (i) an actual or imminent condition or situation which jeopardizes the integrity of the electric system or the integrity of any other systems to which the electric system is connected or any condition so defined and declared by the CAISO; or (ii) an emergency condition as defined under an interconnection agreement and any abnormal interconnection or system condition that requires automatic or immediate manual action to prevent or limit loss of load or generation supply, that could adversely affect the reliability of the electric system or generation supply, that could adversely affect the reliability of any interconnected system, or that could otherwise pose a threat to public safety.
|
21.
|
"Energy Forecast" has the meaning set forth in Appendix E.
|
22.
|
"ERR" means a generating facility that qualifies as an eligible renewable electric energy resource for purposes of the RPS Legislation.
|
23.
|
"ERR Requirements", "ERR Status", "ERRIRPS Status Change" and "ERR Warranty" have the meanings set forth in Appendix C.
|
24.
|
"Execution Date" means the date of Producer's signature in Section 21 and compliance with the eligibility requirements of Schedule CREST and any applicable Commission decision with respect to Schedule CREST.
|
25.
|
"FERC" means the Federal Energy Regulatory Commission.
|
26.
|
"Fitch" means Fitch Ratings Ltd. or its successor.
|
27.
|
"Force Majeure" means any event or circumstance (that is not anticipated as of the Effective Date) to the extent beyond the control of, and not the result of the negligence of, or caused by, the Party seeking to have its performance obligation excused thereby, which by the exercise of due diligence such Party could not reasonably have been expected to avoid and which by exercise of due diligence it has been unable to overcome. Force Majeure does not include: (i) a failure of performance of any individual or entity, including any individual or entity providing electric transmission or distribution service or fuel transportation to a Generating Facility, except to the extent that such failure was caused by an event that would otherwise qualify as Force Majeure; (ii) failure to timely apply for or obtain Permits or other credits required to Operate a Generating Facility; (iii) breakage or malfunction of equipment (except to the extent that such failure was caused by an event that would otherwise qualify as Force Majeure); (iv) the lack of wind, solar irradiation or other fuel source of an inherently intermittent nature; or (v) any delay in providing, or cancellation of, interconnection service.
|
Form 14-786
10/2011
|
|
28.
|
"Forecast", "Forecast Requirements" and "Forecast Procedures" have the meanings set forth in Appendix E.
|
29.
|
"Generating Facility" means Producer's Renewable and Non-renewable Generating Facilities, as more particularly described in Appendix A, together with all materials, equipment systems, structures, features and improvements necessary to produce electric energy at such facility, excluding the Site, land rights and interests in land.
|
30.
|
"Governmental Authority" means:
|
|
a)
|
Any federal, state, local, municipal or other government;
|
|
b)
|
Any governmental, regulatory or administrative agency, commission, or other authority lawfully exercising or entitled to exercise any administrative, executive, judicial, legislative, police, regulatory or taxing authority or power; or
|
|
c)
|
Any court or governmental tribunal.
|
31.
|
"Green Attributes" means any and all credits, benefits, em1ss1ons reductions, offsets, and allowances, howsoever entitled, attributable to the generation from the Generating Facility unit(s) and its displacement of conventional energy generation. Green Attributes include but are not limited to Renewable Energy Credits, as well as:
|
|
a)
|
Any avoided emissions of pollutants to the air, soil or water such as sulfur oxides (SOx), nitrogen oxides (NOx), carbon monoxide (CO) and other pollutants;
|
|
b)
|
Any avoided emissions of carbon dioxide (C02), methane (CH4), nitrous oxide, hydrofluorocarbons, perfluorocarbons, sulfur hexafluoride and other greenhouse gases (GHGs) that have been determined by the United Nations Intergovernmental Panel on Climate Change, or otherwise by law, to contribute to the actual or potential threat of altering the Earth's climate by trapping heat in the atmosphere;
|
|
c)
|
The reporting rights to these avoided emissions, including, without limitation, such as Green Tag Reporting Rights; and
|
|
e)
|
Any electric energy, capacity, reliability or other power attributes from the Generating
|
|
Facility unit(s);
|
|
f)
|
Production Tax Credits associated with the construction or operation of the Generating Facility and other financial incentives in the form of credits, reductions, or allowances associated with the Generating Facility)that are applicable to a state or federal income taxation obligation;
|
Form 14-786
10/2011
|
|
|
g)
|
Fuel-related subsidies or "tipping fees" that may be paid to Producer to accept certain fuels, or local subsidies received by the Producer for the destruction of particular pre existing pollutants or the promotion of local environmental benefits; or
|
|
h)
|
Emission reduction credits encumbered or used by the Generating Facility for compliance with local, state, or federal operating and/or air quality permits.
|
32.
|
"Gross Power Rating" means the value, in kW, set forth in Section 2.3.
|
33.
|
"Initial Operation" means the date the Renewable Generating Facility first Interconnects and Operates in parallel with SCE's Distribution System and the NGOM records electric energy received by SCE from the Renewable Generating Facility.
|
34.
|
"Initial Operation Deadline" has the meaning set forth in Section 2.9
|
35.
|
"Initial Synchronization" means the Generating Facility is operating in parallel with SCE's Distribution System and the first kWh of electric energy is measured by the NGOM,or SCE Meter, as applicable.
|
36.
|
"Interconnect" or "Interconnection" have the meanings set forth in SCE's Rule 21 or the WDAT, as applicable.
|
37.
|
"Interconnection Facilities Financing and Ownership Agreement" means that certain agreement between Producer and SCE attached hereto as Appendix B.
|
38.
|
"Interest Rate" means an annual rate equal to the rate published in The Wall Street Journal as the "Prime Rate" (or, if more than one rate is published, the arithmetic mean of such rates) as of the date payment is due plus two (2) percentage points; provided, however, that in no event will the Interest Rate exceed the maximum interest rate permitted by Applicable Laws.
|
39.
|
"Kw'' means a kilowatt (1,000 watts) of electric power.
|
40.
|
"kWh" means a kilowatt-hour ( 1,000 watt-hours) of electric energy.
|
41.
|
"Lender" means any financial institutions or successors in interest or assignees that provide(s) development, bridge, construction, permanent debt or tax equity financing or refinancing for the Generating Facility to Producer.
|
42.
|
"Letter of Credit" means an irrevocable, nontransferable standby letter of credit provided by Producer from an issuer acceptable to SCE that is either a U.S. commercial bank or a U.S. branch of a foreign bank with the bank having a Credit Rating of at least "A-" from S&P and Fitch and "A3" from Moody's, in a form approved by SCE. Producer must bear the costs of all Letters of Credit.
|
43.
|
"Market Price Referent" or "MPR" means the market price referent applicable to this Agreement as determined by the CPUC in accordance with California Public Utilities Code Section 399.15(c) for the Term as set forth in Section 6.2.
|
44.
|
"Moody's" means Moody's Investor Services, Inc.
|
Form 14-786
10/2011
|
|
45.
|
"Net Generation Output Meter" or "NGOM" has the meaning set forth in SCE's Rule 21.
|
46.
|
"Net Power Rating" is the value Gross Power Rating minus Station Use, in kW. The Net Power
|
|
Rating shall not exceed 1,500 kW per California Public Utilities Code Section 399.20{h).
|
47.
|
"Non-renewable Generating Facility" means Producer's electric generating facility that exists on the Premises identified in Appendix A, but does not comply with the requirements set forth in Appendix C or Appendix D.
|
48.
|
"Notice" has the meaning set forth in Section 12.1.
|
49.
|
"Operate," "Operating" or "Operation" means to provide (or the provision of) all the operation, engineering, purchasing, repair, supervision, training, inspection, testing, protection, use, management, improvement, replacement, refurbishment, retirement, and maintenance activities associated with operating the Generating Facility in accordance with Prudent Electrical Practices.
|
50.
|
"Party" or "Parties" have the meaning set forth in the Preamble.
|
51.
|
"Permit" or "Permits" means all applications, approvals, authorizations, consents, filings, licenses, orders, permits or similar requirements imposed by any Governmental Authority, or the CAISO, in order to develop, construct, operate, maintain, improve, refurbish and retire the Generating Facility or to Schedule and deliver the electric energy produced by the Generating Facility to SCE, including the Authority to Construct permit.
|
|
Permits includes the documentation required by California Public Utilities Code Section 2812{d)1 for Producers subject to Section 2802 for hydroelectric Renewable Generating Facilities.
|
52.
|
"Permit Approval" means approval by the relevant regulatory agencies of any Permit and shall be deemed obtained upon the issuance of such Permit, and shall not be invalidated by the pendency of an appeal or other post-issuance challenge to the issuance of the Permit.
|
53.
|
"Point of Common Coupling" has the meaning set forth in SCE's Rule 21.
|
54.
|
"Premises" means all of the real property and apparatus employed in a single enterprise on an integral parcel of land undivided, excepting in the case of industrial, agricultural, oil field, resort enterprises, and public or quasi-public institutions, by a dedicated street, highway, or other public thoroughfare, or a railway. Automobile parking lots constituting a part of, and adjacent to, a single enterprise may be separated by an alley from the remainder of the premises served.
|
55.
|
"Producer" has the meaning set forth in the Preamble.
|
|
a)
|
All electric power and energy produced by the Renewable Generating Facility, net of Station Use of the Renewable Generating Facility; and
|
|
b)
|
All associated Environmental Attributes, Capacity Attributes, Renewable Energy Credits and Resource Adequacy Benefits.
|
Form 14-786
10/2011
|
|
59.
|
"Prudent Electrical Practices" means those practices, methods and acts that would be implemented and followed by prudent operators of electric energy generating facilities in the Western United States, similar to the Generating Facility, during the relevant time period, which practices, methods and acts, in the exercise of prudent and responsible professional judgment in the light of the facts known at the time the decision was made, could reasonably have been expected to accomplish the desired result consistent with good business practices, reliability and safety.
|
|
a)
|
Equipment, materials, resources, and supplies, including spare parts inventories, are available to meet the Generating Facility's needs;
|
|
b)
|
Sufficient operating personnel are available at all times and are adequately experienced and trained and licensed as necessary to operate the Generating Facility properly and efficiently, and are capable of responding to reasonably foreseeable emergency conditions at the Generating Facility and emergencies whether caused by events on or off the Site;
|
|
c)
|
Preventive, routine, and non-routine maintenance and repairs are performed on a basis that ensures reliable, long term and safe operation of the Generating Facility, and are performed by knowledgeable, trained, and experienced personnel utilizing proper equipment and tools;
|
|
d)
|
Appropriate monitoring and testing are performed to ensure equipment is functioning as designed;
|
|
e)
|
Equipment is not operated in a reckless manner, in violation of manufacturer's guidelines or in a manner unsafe to workers, the general public, or SCE's electric system or contrary to environmental laws, permits or regulations or without regard to defined limitations such as, flood conditions, safety inspection requirements, operating voltage, current, volt ampere reactive (VAR) loading, frequency, rotational speed, polarity, synchronization, and control system limits; and
|
|
f)
|
Equipment and components designed and manufactured to meet or exceed the standard of durability that is generally used for electric energy generating facilities operating in the Western United States and will function properly over the full range of ambient temperature and weather conditions reasonably expected to occur at the Site and under both normal and emergency conditions.
|
60.
|
"Real-Time Market" has the meaning set forth in the CAISO Tariff.
|
61.
|
"Renewable Energy Credit" has the meaning set forth in California Public Utilities Code Section 399.12(g), as may be amended from time to time or is further defined or supplemented by law."Renewable Generating Facility" means all of Producer's electric generating facilities as more particularly described in Appendix A, together with all materials, equipment systems, structures, features and improvements necessary to produce electric energy at such facility, (excluding the Site, land rights and interests in land) located at the Premises identified in Appendix A and complying with the requirements of Appendix Cor Appendix D for the entire Term of this Agreement.
|
Form 14-786
10/2011
|
|
62.
|
"Resource Adequacy Benefits" means the rights and privileges attached to the Generating Facility that satisfy any entity's resource adequacy obligations, as those obligations are set forth in any Resource Adequacy Rulings and shall include any local, zonal or otherwise locational attributes associated with the Generating Facility.
|
63.
|
"Resource Adequacy Rulings" means CPUC Decisions 04-01-050, 04-10-035, 05-10-042,06-06-064, 06-07-031 and any subsequent CPUC ruling or decision, or any other resource adequacy laws, rules or regulations enacted, adopted or promulgated by any applicable Governmental Authority, as such decisions, rulings, laws, rules or regulations may be amended or modified from time-to-time during the Term.
|
64.
|
"RPS Legislation" means the State of California Renewable Portfolio Standard Program, as codified at California Public Utilities Code Section 399.11, et seq.
|
65.
|
"RPS Requirements" and "RPS Status" have the same meanings set forth in Appendix C.
|
66.
|
"Rule" means Tariff sheets which set forth the application of all rates, charges, and service when such applicability is not set forth in and as part of the rate schedules.
|
67.
|
"S&P" means the Standard & Poor's Rating Group.
|
68.
|
"SCE" has the meaning set forth in the Preamble.
|
69.
|
"Schedule," "Scheduled" or "Scheduling" means the action of Producer and SCE, or their designated representatives of notifying, requesting, and confirming to each other the Forecast of electric energy from the Generating Facility being received by SCE at the Net Generation Output Meter.
|
70.
|
"Schedule CREST" refers to one or more Tariff sheets setting forth the charges and conditions for a customer taking service from SCE under this Tariff who meets the definition of an Eligible Customer who owns and operates an Eligible Renewable Generating Facility, as defined in Schedule CREST. This Tariff is subject to such changes or modifications by the Commission as it may from time to time direct in the exercise of its jurisdiction.
|
71.
|
"Simple Interest Payment" means a dollar amount calculated by multiplying the (i) dollar amount on which the Simple Interest Payment is based, times (ii) the Interest Rate, times (iii) the result of dividing the number of days in the calculation period by 360.
|
72.
|
"Site" means the real property on which the Renewable Generating Facility is, or will be located, as further described in Appendix A
|
73.
|
"Small Power Producer Qualifying Facility" or "SPP QF" means a facility certified by the FERC as a small power producer and certified by the CEC as an ERR that was in service prior to January 1, 2002.
|
74.
|
"SPP QF Requirements", "SPP QF Status", "SPP QF Status Change" and "SPP QF Warranty" have the meanings set forth in Appendix D.
|
75.
|
"Station Use" means the electric energy produced by the Renewable or Non-renewable Generating Facility that is:
|
|
a)
|
Used within the respective Generating Facility to power the lights, motors, control systems and other electrical loads that are necessary for Operation; and
|
Form 14-786
10/2011
|
|
76.
|
"Tariff(s)" mean(s) the entire body of effective rates, rentals, charges, and rules collectively of SCE, as set forth herein, and including title page, preliminary statement, service area maps, rate schedules, list of contracts and deviations, Rules, and sample forms.
|
77.
|
"Term" has the meaning used in Appendix H.
|
78.
|
"Term End Date" means 12:01 A.M. on the day following the completion of the Term specified in Appendix H.
|
79.
|
"Term Start Date" means the date of Initial Operation as specified in Appendix H upon SCE's completion of Appendix H.
|
80.
|
"Term Year" means a twelve (12) month period beginning on the first day of the calendar month following Initial Operation and each successive twelve (12) month period thereafter.
|
81.
|
"TOU Periods" means the time of use periods for determination of payments as set forth in Appendix G.
|
82.
|
"Transmission Provider" means any entity or entities responsible for the interconnection of the Generating Facility with SCE's Distribution System or transmitting the Product on behalf of Producer from the Generating Facility to the Point of Common Coupling.
|
83.
|
"WATER" means Water/Wastewater t,gency Iariff for sligible Benewables the SCE Tariff schedule that implements Assembly Bill1969.
|
84.
|
"WDAT" means SCE's Wholesale Distribution Access Tariff.
|
85.
|
"WECC" means the Western Electricity Coordinating Council, the regional reliability council for the Western United States, Southwestern Canada, and Northwestern Mexico.
|
86.
|
"Web Client" has the meaning set forth in Appendix E.
|
Form 14-786
10/2011
|
|
Time of Use Periods ("TOU Periods")
|
|||
TOU Period
|
Summer
Jun 1st – Sep 30th
|
Winter
Oct 1st – May
31st
|
Applicable Days
|
On-Peak
|
Noon - 6:00 p.m.
|
Not Applicable.
|
Weekdays except
Holidays.
|
Mid-Peak
|
8:00 a.m. – Noon
|
8:00 a.m. – 9:00
p.m.
|
Weekdays except
Holidays.
|
6:00 p.m. – 11:00
p.m.
|
Weekdays except
Holidays.
|
||
Off-Peak
|
11:00 p.m. – 8:00
a.m.
|
6:00 a.m. – 8:00
a.m.
|
Weekdays except
Holidays.
|
9:00 p.m. –
Midnight
|
Weekdays except
Holidays.
|
||
Midnight –
Midnight
|
6 a.m. –
Midnight
|
Weekends and Holidays
|
|
Super-Off-Peak
|
Not Applicable.
|
Midnight – 6:00
a.m.
|
Weekdays, Weekends and
Holidays
|
Energy Allocation Factors (Factor "B" in Section 6.5)
|
||||
Season
|
TOU
|
Calculation Method
|
Energy Allocation
Factor
|
|
Summer
|
On-Peak
|
Fixed Value
|
3.13
|
(R)
|
Mid-Peak
|
Fixed Value
|
1.35
|
(I)
|
|
Off-Peak
|
Fixed Value
|
0.75
|
(I)
|
|
Winter
|
Mid-Peak
|
Fixed Value
|
1.00
|
(R)
|
Off-Peak
|
Fixed Value
|
0.83
|
(I)
|
|
Super-Off-Peak
|
Fixed Value
|
0.61
|
(R)
|
Form 14-786
10/2011
|
|
1.
|
The Renewable Generating Facility's date of Initial Operation is ________________. (SCE to confirm date using NGOM data.)
|
3.
|
Product Price for this Agreement is$ 0.__________ per kWh. (SCE to confirm using applicable MPR ruling, Producer's term and Initial Operation date.)
|
Form 14-786
10/2011
|
|
SOUTHERN CALIFORNIA
EDISON
|
Renewable and Alternative Power
California Renewable Energy Small Tariff AGREEMENT
|
|
An EDISON INTERNATIONAL Company
|
||
GFID Number 5618; RAP ID Number 5669
|
1.1.
|
This Agreement provides for Producer to Interconnect and Operate a Renewable Generating Facility in parallel with SCE's Distribution System. This Agreement requires the Producer to be a retail customer and to obtain retail electrical service from SCE to serve all the electrical loads, net of any other Non-renewable Generating Facility, except as otherwise permitted under SCE's Tariffs, at the Premises identified in Appendix A. This Agreement also provides for Producer to sell energy, net of Station Use, produced by the Renewable Generating Facility directly to SCE provided the Renewable Generating Facility satisfies the Eligible Renewable Resource Facility Requirements as set forth in Appendix C, or the Small Power Producer Qualifying Facility Requirements and the Eligible Renewable Resource Facility Requirements set forth in Appendix D. This Agreement does not constitute an agreement by SCE to provide retail electrical service to Producer. Such arrangements must be made separately between SCE and Producer.
|
1.2.
|
In consideration of the mutual promises and obligations stated in this Agreement and its attachments, the Parties agree as follows:
|
2.1.
|
A description of the Renewable Generating Facility, including a summary of its significant components, a drawing showing the general arrangement of the Producer's Renewable Generating Facility, and a single-line diagram illustrating the Interconnection of the Renewable Generating Facility and loads with SCE's Distribution System, is attached hereto and incorporated herein as Appendix A.
|
2.2.
|
Name and address used by SCE to locate the electric Service Account(s) and Premises used to Interconnect the Renewable Generating Facility with SCE's Distribution System:
|
Coronus Joshua Tree East 4 LLC
|
|
6350 Mount Shasta Ave., #4
|
|
Joshua Tree, CA 92252
|
|
3-039 5076-47 Service Account (if known)
|
Form 14-786
10/2011
|
|
|
2.4.
|
The Net Power Rating of the Renewable Generating Facility is 1,500 kW.
|
|
2.5.
|
The maximum (instantaneous) level of power that may be exported through the Point of Common Coupling by the Renewable Generating Facility to SCE's Distribution System is 1,500 kW. Please supply estimate!
|
|
2.6.
|
The annual energy production of the Renewable Generating Facility, net of Station Use, measured by the NGOM is expected to be 3,603,000 kWh. Please supply estimate!
|
|
2.7.
|
The annual energy exported through the Point of Common Coupling from the Producer's Premises identified in Appendix A beyond Producer's use is expected to be 3,603,000 kWh. Please supply estimate!
|
|
2.8.
|
The Renewable Generating Facility's expected date of Initial Operation is December 15, 2013.
|
|
(a)
|
Subject to any extensions made pursuant to Sections 2.9(b) or 2.9(c), and further subject to Section 2.9(d), Initial Operation must be no later than the earlier of (i) one hundred twenty (120) days from the Initial Synchronization Dale, and (ii) eighteen (18) months from the date of PPA Effective Date ("Initial Operation Deadline").
|
|
(b)
|
If all of the interconnection facilities, transmission upgrades and new transmission facilities, if any, described in Producer's interconnection agreement and required to interconnect the Generating Facility to SCE's Distribution System have not been completed and placed into operation by the CAISO or the Transmission Provider on the estimated completion date set forth in Producer's interconnection agreement, then, upon SCE's receipt of Notice from Producer, which Notice must be provided at least sixty (60) days before the date that is eighteen (18) months from the PPA Effective Date, the Initial Operation Deadline shall be extended on a day-for-day basis until all of the interconnection facilities, transmission upgrades and new transmission facilities, if any, described in Producer's interconnection agreement and required to interconnect the Generating Facility to SCE's Distribution System have been completed and placed into operation by the CAISO or the Transmission Provider, exception the extent any delay in such completion and placement into operation results from Producer failing to complete its obligations, take all actions and meet all of its deadlines under Producer's interconnection agreement needed to ensure timely completion and operation of such interconnection facilities, transmission upgrades and new transmission facilities.
|
|
(c)
|
If Producer has not obtained Permit Approval on or before that date that is ninety (90) days before the date that is eighteen (18) months from the PPA Effective Date, then, upon SCE's receipt of Notice from Producer, which Notice must be provided at least sixty (60) days before the date that is eighteen (18) months from the PPA Effective Date, the Initial Operation Deadline shall be extended on a day-for-day basis until Producer obtains Permit Approval, except to the extent any such delay results from Producer failing to take all commercially reasonable actions to apply for and meet all of its requirements and deadlines to obtain such Permit Approval.
|
Form 14-786
10/2011
|
|
|
(d)
|
Notwithstanding anything in this Agreement to the contrary, the Initial Operation Deadline may not be later than twenty-four (24) months from the PPA Effective Date.
|
|
[x] Does meet with the requirements for "Eligible Renewable Resource" as such term is used in Section 399.11 et seq. of the California Public Utilities Code.
|
|
[ ] Does meet with both the requirements for "Cogeneration" as such term is used in Section 216.6 of the California Public Utilities Code and with the requirements for "Eligible Renewable Resource" as such term is used in Section 399.11 et seq. of the California Public Utilities Code.
|
|
[ ] Does meet with both the requirements for a Small Power Producer Qualifying Facility pursuant to the regulations of the Federal Energy Regulatory Commission (18 Code of Federal Regulations Part 292, Section 292.203 et seq.) implementing the Public Utility Regulatory Policies Act of 1978 as Amended by the Energy Policy Act of 2005 and with the requirements for "Eligible Renewable Resource" as such term is used in Section 399.11 et seq. of the California Public Utilities Code.
|
Appendix A-
|
Description of Renewable Generating Facility and Single-Line Diagram
|
|
(Supplied by Producer)
|
||
Appendix B -
|
A copy of Interconnection Facilities Financing and Ownership
|
|
Agreement, if applicable (supplied by SCE)
|
||
Appendix C-
|
Producer's warranty that the Renewable Generating Facility meets with the requirements for "Eligible Renewable Resource" as defined in Section 399.11 et seq. of the California Public Utilities Code, if applicable.
|
|
Appendix D -
|
Producer's warranty that the Renewable Generating Facility, prior to January 1, 2002 met and continues to meet with the requirements for both a Small Power Producer Qualifying Facility pursuant to the regulations of the Federal Energy Regulatory Commission (18 Code of Federal Regulations Part 292, Section 292.203 et seq.) implementing the Public Utility Regulatory Policies Act of 1978 as Amended by the Energy Policy Act of 2005 and "Eligible Renewable Resource" as defined in Section 399.11 et seq. of the California Public Utilities Code, if applicable.
|
|
Appendix E-
|
Forecast Requirements for Generating Facilities that have a Net Power
|
|
Rating greater or equal to 500 kW
|
Form 14-786
10/2011
|
|
Appendix F -
|
Definitions
|
|
Appendix G -
|
TOU Periods and Energy Allocation Factors
|
|
Appendix H-
|
Summary of Dates, Term and Product Price for this Agreement
|
4.1.
|
SCE may terminate this Agreement on Notice, which termination becomes effective on the date specified by SCE in such Notice, if:
|
|
(a)
|
Producer fails to take all corrective actions specified in any SCE Notice, within the time frame set forth in such Notice, that any Generating Facility is out of compliance with any term of this Agreement;
|
|
(b)
|
Producer fails to interconnect and Operate a Generating Facility, in accordance with the terms of this Agreement, within one hundred twenty (120) days after SCE delivers electric energy to such Generating Facility for Station Use;
|
|
(c)
|
Producer abandons any Generating Facility;
|
|
(d)
|
Electric output from any Generating Facility ceases for twelve (12) consecutive months;
|
|
(e)
|
The Term does not commence within eighteen (18) months of the Effective Date, subject to any extensions herein as to which Producer is the Claiming Party or under Section 2.9(b) and 2.9(c);
|
|
(f)
|
Producer or the owner of a Site applies for or participates in the California Solar Initiative or any net energy metering tariff with respect to any Generating Facility at such Site; or
|
|
(g)
|
Producer has not installed any of the equipment or devices necessary for any Generating Facility to satisfy the Gross Power Rating of such Generating Facility, as set forth in Section 2.3.
|
|
(a)
|
If any representation or warranty in this Agreement made by the other Party is false or misleading in any material respect when made or when deemed made or repeated if the representation or warranty is continuing in nature, if such misrepresentation or breach of warranty is not remedied within ten (10) Business Days after Notice thereof from the nonbreaching Party to the breaching Party;
|
|
(b)
|
Except for an obligation to make payment when due, if there is a failure of the other Party to perform any material covenant or obligation set forth in this Agreement (except to the extent such failure provides a separate termination right for the non-breaching Party or to the extent excused by Force Majeure), if such failure is not remedied within thirty (30) days after Notice thereof from the non-breaching Party to the breaching Party;
|
|
(c)
|
If the other Party fails to make any payment due and owing under this Agreement, if such failure is not cured within five (5) Business Days after Notice thereof from the non-breaching Party to the breaching Party; or
|
|
(d)
|
In accordance with Section 19.4.
|
|
(e)
|
This Agreement automatically terminates on the Term End Date.
|
|
(f)
|
If a Party terminates this Agreement in accordance with Section 4, such Party will have the right to immediately suspend performance under this Agreement and pursue all remedies available at law or in equity against the other Party (including seeking monetary damages).
|
Form 14-786
10/2011
|
|
5.1.
|
Producer is responsible for Operating the Renewable Generating Facility in compliance with all of SCE Tariffs, including but not limited to Rule 21, and any other regulations and laws governing the Interconnection of the Renewable Generating Facility.
|
5.2.
|
The Renewable Generating Facility Net Power Rating shall be less than or equal to 1,500 kW.
|
5.3.
|
Producer shall not deliver reactive power to SCE's Distribution System unless the Parties have otherwise agreed in writing.
|
5.4.
|
The Renewable Generating Facility shall be Operated with all of Producer's Protective Functions in service and in accordance with Prudent Electrical Practices whenever the Renewable Generating Facility is Operated in parallel with SCE's Distribution System. Any deviation from these requirements may occur only when the Parties have agreed to such deviations in writing.
|
5.5.
|
For Renewable Generating Facility having a Net Power Rating equal to or greater than 500 kW, the Parties shall comply with the forecasting provisions of Appendix E.
|
5.6.
|
SCE shall have ingress and egress to examine the Site and Generating Facility for purposes connected with this Agreement.
|
6.1.
|
The amount of energy purchased under this Agreement shall be determined by electrical meters and equipment owned, Operated, and maintained by SCE.
|
6.2.
|
The Product Price, as set forth in Section 3 of Appendix H, shall equal the Market Price Referent ("MPR") most recently determined by the Commission prior to the Execution Date, using the project on-line year in which the date of actual Initial Operation occurs as described in Appendix H, and the Term as elected in Appendix H.
|
Adopted 2011 Market Price Referents
|
||||
(Nominal- dollars/kWh)
|
||||
Resource Type
|
10-Year
|
15-Year
|
20-Year
|
25-Year
|
2012 Baseload MPR
|
0.07688
|
0.08352
|
0.08956
|
0.09274
|
2013 Baseload MPR
|
0.08103
|
0.08775
|
0.09375
|
0.09695
|
2014 Baseload MPR
|
0.08454
|
0.09151
|
0.09756
|
0.10081
|
2015 Baseload MPR
|
0.08804
|
0.09520
|
0.10132
|
0.10464
|
2016 Baseload MPR
|
0.09156
|
0.09883
|
0.10509
|
0.10848
|
2017 Baseload MPR
|
0.09488
|
0.10223
|
0.10859
|
0.11206
|
2018 Baseload MPR
|
0.09831
|
0.10570
|
0.11218
|
0.11572
|
2019 Baseload MPR
|
0.10186
|
0.10928
|
0.11587
|
0.11946
|
2020 Baseload MPR
|
0.10550
|
0.11296
|
0.11965
|
0.12326
|
6.3.
|
Producer agrees to sell all electric energy produced by the Renewable Generating Facility as specified herein in Section 6.4 below together with all Green Attributes, Capacity Attributes and Resource Adequacy Benefits (collectively, the "Attributes") to SCE.
|
6.4.
|
SCE shall pay Producer for all Attributes and all electrical energy, net of Station Use, measured by the Net Generation Output Meter ("NGOM") as defined in SCE's Rule 21 and located as shown on the Single-Line Diagram of Appendix A
|
Form 14-786
10/2011
|
|
6.5.
|
For the purpose of calculating monthly payments, the amount measured by the NGOM shall be time-differentiated according to the time period and season of the receipt of Product by SCE from Producer ("TOU Periods") and the pricing shall be weighted by the Energy Allocation Factors set forth in Appendix G.
|
6.6.
|
SCE shall adjust the energy and demand amounts recorded by the SCE billing meter at the Point of Common Coupling, as defined in SCE's Rule 21, to reflect the net generation output amounts measured by the NGOM for purposes of billing the Producer in accordance with SCE's applicable Tariff rate schedule(s).
|
6.7.
|
SCE shall determine the amount of energy received by SCE pursuant to this Agreement for each monthly period and provide a statement to Producer approximately thirty (30) days after each. monthly meter reading date.
|
6.8.
|
SCE shall not be obligated to issue a payment to Producer until the amount due for the energy received pursuant to this Agreement exceeds one thousand dollars ($1000), except that SCE shall pay all amounts due to Producer pursuant to this Agreement at least once per calendar year no later than 30 days after the end of the calendar year.
|
6.9.
|
Unless otherwise agreed in writing by the Parties, any payment due for Product received under this Agreement shall be satisfied by SCE issuing a check to Producer. Alternatively, SCE reserves the right, but shall not be obligated to apply any amount owed to Producer toward any amounts due to SCE from Producer for any charges incurred under this ·Agreement or for past due bills for electric service or for SCE services.
|
6.10.
|
In the event adjustments to SCE's payments are required as a result of inaccurate metering equipment, SCE shall determine the correct amount of energy received under this Agreement during the period of inaccuracy and recompute the amount due to or from Producer. Any refund due and payable to SCE or due by SCE to Producer resulting from inaccurate metering shall be made within thirty (30) calendar days of SCE's Notice to Producer by SCE of the amount due.
|
6.11.
|
Monthly charges, if any, associated with Interconnection Facilities shall be billed and paid pursuant to the applicable Interconnection Facilities Financing and Ownership Agreement in Appendix B and monthly charges, if any, associated with electric service provided by SCE shall be billed and paid pursuant to the applicable Tariffs filed by SCE with the Commission.
|
Form 14-786
10/2011
|
|
7.1.
|
Producer and/or SCE, as appropriate, shall provide Interconnection Facilities that adequately protect SCE's Distribution System, personnel, and other persons from damage or injury, which may be caused by the Operation of Producer's Renewable Generating Facility.
|
7.2.
|
Producer shall be solely responsible for the costs, design, purchase, construction, Operation, and maintenance of the Interconnection Facilities that Producer owns.
|
7.3.
|
If the provisions of SCE's Rule 21, or any other Tariff approved by the Commission, require SCE to own and operate a portion of the Interconnection Facilities, Producer and SCE shall promptly execute an Interconnection Facilities Financing and Ownership Agreement that establishes and allocates responsibility for the design, installation, Operation, maintenance, and ownership of the Interconnection Facilities. This agreement shall be attached to and made a part of this Agreement as Appendix B.
|
8.1.
|
Producer shall promptly curtail the production of the Generating Facility: (i) upon Notice from SCE that SCE has been instructed by the CAISO or the Transmission Provider to curtail energy deliveries; (ii) upon Notice that Producer has been given a curtailment order or similar instruction in order to respond to an Emergency; (iii) if no CAISO Schedule was awarded in either the Day-Ahead Market or the Real-Time Market and SCE notifies Producer to curtail the production of the Generating Facility; or (iv) if SCE issues an OSGC Order.
|
8.2.
|
For each day of the Term, if no CAISO Schedule is awarded for the Forecasted energy in both the Day-Ahead Market and Real-Time Market for such day, and the Generating Facility has not been curtailed pursuant to Section 8.1(i) or (ii), then, so long as Producer's actual availability establishes that the Generating Facility would have been able to deliver but for the fact an CAISO Schedule was not awarded, SCE shall pay Producer the Product Price, as adjusted by Appendix G, for the amount of energy Producer would have been able to deliver but for the fact that Producer did not receive an CAISO Schedule. The amount of energy that could have been delivered will be determined in accordance with Section 8.4.
|
8.3.
|
If SCE bids the energy from the Generating Facility into the Day-Ahead Market or Real-Time Market and the CAISO awards an CAISO Schedule as a result of that bid, SCE shall have the right, but not the obligation, to order Producer to curtail the delivery of energy (an "OverSchedule Generation Curtailment Order" or "OSGC Order") in excess of an CAlSO Schedule awarded pursuant to this Section 8.3 (the "Over-Schedule Generation Curtailment Quantity" or "OSGC Quantity"). SCE shall pay Producer the Product Price, as adjusted by Appendix G, for the OSGC Quantity Producer would have been able to deliver but for the fact that SCE issued an OSGC Order. The amount of energy that could have been delivered will be determined in accordance with Section 8.4.
|
8.4.
|
SCE shall estimate the amount of energy the Generating Facility would have been able to deliver under Sections 8.2 and 8. 3. SCE shall apply accepted industry standards in making such an estimate and take into consideration the actual availability of the Generating Facility, past performance of the Generating Facility, meteorological data, solar irradiance data (if applicable), and any other relevant information. Producer shall cooperate with SCE's requests for information associated with any estimate made hereunder. SCE's estimates under this Section 8 for the amount of energy that the Generating Facility would have been able to deliver under Sections 8.2 and 8.3 will be determined in SCE's sole discretion.
|
Form 14-786
10/2011
|
|
h
|
|
9.1.
|
On or before the thirtieth (301 ) day following the Effective Date, Producer shall post and thereafter maintain a development fee (the "Development Security") equal to twenty dollars ($20) for each kilbwatt of the Gross Power Rating. The Development Security will be held by SCE and must be in the form of either a cash deposit or the Letter of Credit. If Producer establishes the Development Security in the form of a cash deposit, SCE shall make monthly Simple Interest Payments to Producer in accordance with the terms of this Agreement.
|
|
(a)
|
Demonstrates to SCE's satisfaction that Producer has installed all of the equipment or devices necessary for the Generating Facility to satisfy the Gross Power Rating of such Generating Facility, SCE shall return the Development Security to Producer within thirty (30) days of Initial Operation;
|
|
(b)
|
Has not installed any of the equipment or devices necessary for any Generating Facility to satisfy any of the Gross Power Rating, Producer shall forfeit, and SCE shall have the right to retain, the entire Development Security and terminate this Agreement; or
|
|
(c)
|
Has installed only a portion of the equipment or devices necessary for a Generating Facility to satisfy the Gross Power Rating of such Generating Facility, SCE shall return, within thirty (30) days of Initial Operation, only the portion of the Development Security equal to the product of twenty dollars ($20) per kW of the portion of the Gross Power Rating available to deliver the Product to SCE at the Point of Common Coupling. This Section 9.2 is subject to any extension of Initial Operation as to which Producer is the Claiming Party or under Section 2.9(b) and 2.9(c).
|
11.1.
|
In connection with Producer's performance of its duties and obligations under this Agreement, Producer shall maintain, during the term of this Agreement, general liability insurance with a combined single limit of not less than:
|
|
(a)
|
Two million dollars ($2,000,000) for each occurrence if the Gross Power Rating of Producer's Renewable Generating Facility is greater than one hundred (100) kW;
|
|
(b)
|
One million dollars ($1,000,000) for each occurrence if the Gross Power Rating of Producer's Renewable Generating Facility is greater than twenty (20) kW and less than or equal to one hundred (100) kW; and
|
|
(c)
|
Five hundred thousand dollars ($500,000) for each occurrence if the Gross Power Rating of Producer's Renewable Generating Facility is twenty (20) kW or less.
|
|
(d)
|
Two hundred thousand dollars ($200,000) for each occurrence if the Gross Power Rating of Producer's Renewable Generating Facility is ten (10) kW or less and Producer's Renewable Generating Facility is connected to an account receiving residential service from SCE.
|
Form 14-786
10/2011
|
|
11.2.
|
The general liability insurance required in Section 11.1 shall, by endorsement to the policy or policies, (a) include SCE as an additional insured; (b) contain a severability of interest clause or cross-liability clause; (c) provide that SCE shall not by reason of its inclusion as an additional insured incur liability to the insurance carrier for payment of premium for such insurance; and (d) provide for thirty (30) calendar days' written notice to SCE prior to cancellation, termination, alteration, or material change of such insurance.
|
11.3.
|
If Producer's Renewable Generating Facility is connected to an account receiving residential service from SCE and the requirement of Section 11.2(a) prevents Producer from obtaining the insurance required in Section 11.1, then upon Producer's written Notice to SCE in accordance with Section 12.1, the requirements of Section 11.2(a) shall be waived.
|
11.4.
|
Evidence of the insurance required in Section 11.2 shall state that coverage provided is primary and is not in excess to or contributing with any insurance or self-insurance maintained by SCE.
|
11.5.
|
Producer agrees to furnish the required certificates and endorsements to SCE prior to Initial Operation. SCE shall have the right to inspect or obtain a copy of the original policy or policies of insurance.
|
11.6.
|
If Producer is self-insured with an established record of self-insurance, Producer may comply with the following in lieu of Sections 11.1 through 11.4:
|
|
(a)
|
Producer shall provide to SCE, at least thirty (30) calendar days prior to the date of Initial Operation, evidence of an acceptable plan to self-insure to a level of coverage equivalent to that required under Section 11.1.
|
|
(b)
|
If Producer ceases to self-insure to the level required hereunder, or if Producer is unable to provide continuing evidence of Producer's ability to self-insure, Producer agrees to immediately obtain the coverage required under Section 11.1.
|
11.7.
|
All insurance certificates, statements of self insurance, endorsements, cancellations, terminations, alterations, and material changes of such insurance shall be issued, clearly labeled with agreement ID number and submitted to the following:
|
12.1.
|
Any written notice, demand, or request required or authorized in connection with this Agreement ("Notice") shall be deemed properly given if delivered in person or sent by first class mail, postage prepaid, to the person specified below:
|
Form 14-786
10/2011
|
|
12.2.
|
A Party may change its address for Notices at any time by providing the other Party Notice of the change in accordance with Section 12.1.
|
12.3.
|
All Notices must reference the agreement ID number set forth on the first page of this Agreement.
|
12.4.
|
Notices (other than forecasts and schedules) shall, unless otherwise specified herein, be in writing and may be delivered in person, United States mail or overnight courier service.
|
12.5.
|
Notice by hand delivery shall be effective at the close of business on the day actually received, if received during business hours on a Business Day, and otherwise shall be effective at the close of business on the next Business Day, unless a different date for the Notice to go into effect is stated in another section of this Agreement.
|
12.6.
|
Notice by overnight United States mail or courier shall be effective on the next Business Day after it was sent.
|
12.7.
|
The Parties may also designate operating representatives to conduct the daily communications, which may be necessary or convenient for the administration of this Agreement. Such designations, including names, addresses, and phone numbers may be communicated or revised by Notice provided in accordance herewith.
|
13.1.
|
SCE shall have the right to review and obtain copies of Producer's operations and maintenance records, logs, or other information such as, but not limited to, unit availability, maintenance outages, circuit breaker operation requiring manual reset, relay targets and unusual events pertaining to Producer's Renewable Generating Facility or its Interconnection with SCE's Distribution System.
|
|
(a)
|
Producer authorizes SCE to release to the CEC and/or the Commission information regarding the Renewable Generating Facility, including the Producer's name and location, and the size, location and operational characteristics of the Renewable Generating Facility, the Term, the ERR type, the Initial Operation Date·and the Net Power Rating of the Renewable Generating Facility, as requested from time to time pursuant to the CEC's or Commission's rules and regulations.
|
Form 14-786
10/2011
|
|
16.
|
GOVERNING LAW, JURISDICTION OF COMMISSION, INCLUSION OF SCE's TARIFF RATE SCHEDULES, DEFINED TERMS
|
16.1.
|
This Agreement shall be interpreted, governed, and construed under the laws of the State of California as if executed and to be performed wholly within the State of California without giving effect to choice of law provisions that might apply to the law of a different jurisdiction. Each Party waives its respective right to any jury trial with respect to any litigation arising under or in connection with this Agreement
|
16.2.
|
The Interconnection and services provided under this Agreement shall at all times be subject to the terms and conditions set forth in the Tariffs applicable to the electric service provided by SCE. Copies of such Tariffs are available at www.sce.com or by request to SCE and are incorporated by reference into this Agreement.
|
16.3.
|
When initially capitalized, whether in the singular or in the plural, the terms used herein shall have the meanings assigned to them either in this Agreement, Appendix F; in SCE's Rule 1 or Rule 21, Section H; or SCE's Schedule CREST. If any term is defined in both Rule 1 and Rule 21, the definition in Rule 21 shall prevail. If any term is defined in both Schedule CREST and this Agreement, the definition in Schedule CREST shall prevail.
|
18.1.
|
This Agreement, including any incorporated Tariffs and Rules, contains the entire agreement and understanding between the Parties, their agents, and employees as to the subject matter of this Agreement. Each Party also represents that in entering into this Agreement, it has not relied on any promise, inducement, representation, warranty, agreement or other statement not set forth in this Agreement or in the incorporated Tariffs and Rules.
|
19.1.
|
Neither Party shall be in default in the performance of any of its obligations set forth in this Agreement, except for obligations to pay money, when and to the extent failure of performance is caused by Force Majeure.
|
Form 14-786
10/2011
|
|
19.2.
|
If a Party, because of Force Majeure, is rendered wholly or partly unable to perform its obligations when due under this Agreement, such Party (the "Claiming Party") shall be excused from whatever performance is affected by the Force Majeure to the extent so affected. In order to be excused from its performance obligations under this Agreement by reason of Force Majeure:
|
|
(a)
|
The Claiming Party, on or before the fourteenth (14th) day after the initial occurrence of the claimed Force Majeure, must give the other Party Notice describing the particulars of the occurrence; and
|
|
(b)
|
The Claiming Party must provide timely evidence reasonably sufficient to establish that the occurrence constitutes Force Majeure as defined in this Agreement.
|
19.3.
|
The suspension of the Claiming Party's performance due to Force Majeure may not be greater in scope or longer in duration than is required by such Force Majeure. In addition, the Claiming Party shall use diligent efforts to remedy its inability to perform. When the Claiming Party is able to resume performance of its obligations under this Agreement, the Claiming Party shall give the other Party prompt Notice to that effect.
|
19.4.
|
The non-Claiming Party may terminate this Agreement on at least five (5) Business Days' prior Notice, in the event of Force Majeure which materially interferes with such Party's ability to perform its obligations under this Agreement and which extends for more than 365 consecutive days, or for more than a total of 365 days in any consecutive 540-day period.
|
20.1.
|
Each Party as indemnitor shall defend, save harmless and indemnify the other Party and the directors, officers, employees, and agents of such other Party against and from any and all loss, liability, damage, claim, cost, charge, demand, or expense (including any direct, indirect, or consequential loss, liability, damage, claim, cost, charge, demand, or expense, including reasonable attorneys' fees) for injury or death to persons, including employees of either Party, and physical damage to property including property of either Party arising out of or in connection with the negligence or willful misconduct of the indemnitor relating to its obligations under this Agreement. This indemnity applies notwithstanding the active or passive negligence of the indemnitee; provided, however, that neither Party is indemnified under this Agreement for its loss, liability, damage, claim, cost, charge, demand or expense to the extent resulting from its own negligence or willful misconduct.
|
20.2.
|
Producer shall defend, save harmless and indemnify SCE, its directors, officers, employees, and agents, assigns, and successors in interest, for and against any penalty imposed upon SCE to the extent caused by Producer's failure to fulfill its obligations as set forth in Section
|
|
6.3.
|
20.3.
|
Each Party releases and shall defend, save harmless and indemnify the other Party from any and all loss, liability, damage, claim, cost, charge, demand or expense arising out of or in connection with any breach made by the indemnifying Party of its representations, warranties and covenants in Sections 2.10 and 18, and Appendices C and D. Notwithstanding anything to the contrary in this Agreement, if Producer fails to comply with the provisions of Section 11, Producer shall, at its own cost, defend, save harmless and indemnify SCE, its directors, officers, employees, and agents, assigns, and successors in interest, from and against any and all loss, liability, damage, claim, cost, charge, demand, or expense of any kind or nature (including any direct, indirect, or consequential loss, damage, claim, cost, charge, demand, or expense, including reasonable attorneys' fees and other costs of litigation), resulting from injury or death to any individual or damage to any property, including the personnel or property of SCE, to the extent that SCE would have been protected had Producer complied with all of the provisions of Section 11. The inclusion of this Section 20.3 is not intended to
|
Form 14-786
10/2011
|
|
CORONUS JOSHUA TREE EAST 4
LLC
|
SOUTHERN CALIFORNIA EDISON COMPANY
|
|||
By:
|
Jeff Thachuk
|
By:
|
Marc Ulrich
|
|
Name:
|
Jeff Thachuk
|
Name:
|
Marc Ulrich
|
|
Title:
|
President
|
Title:
|
Vice President of Renewable & Alternative Power
|
|
Date:
|
Nov. 27, 2012
|
Date:
|
12 – 7 - 2012
|
Form 14-786
10/2011
|
|
Form 14-786
10/2011
|
|
Form 14-786
10/2011
|
|
Form 14-786
10/2011
|
|
Form 14-786
10/2011
|
|
Form 14-786
10/2011
|
|
Form 14-786
10/2011
|
|
|
(1)
|
Beginning the Wednesday prior to the planned Initial Operation of the Renewable Generating Facility, Producer will electronically provide SCE with an Energy Forecast for the next calendar week, by no later than 5PM Wednesday of the week preceding the week covered by the Energy Forecast.
|
|
a)
|
Not include any anticipated or expected electric energy losses between the Net Generation Output Meter and the Point of Common Coupling;
|
|
d)
|
Be sent to presched@sce.com with a copy to electrade@sce.com or through SCE-provided software, or as otherwise instructed by SCE.
|
|
(2)
|
If Producer revises any Energy Forecast submitted pursuant to Item 2(a)(i)(1) the revision in the Energy Forecast shall be communicated by Producer to SCE's Day-Ahead Group no later than 8:30a.m. the day prior to the effective date of the revision.
|
Form 14-786
10/2011
|
|
|
(3)
|
If Producer revises any Energy Forecast submitted pursuant to Item 2(a)(i)(1) or Item 2(a)(i)(2) the revision in the Energy Forecast shall be communicated by Producer to SCE's Real-Time Group no later than one half (Y,) hour prior to the CAISO's Hour-Ahead scheduling deadline.
|
|
(i)
|
In addition to the requirements set forth in Item 2(a) above, Producer shall electronically provide SCE with a rolling 30-day Energy Forecast, beginning at least thirty (30) days prior to commencement of the Term.
|
|
(1)
|
Be constructed using reasonable file formats, templates, and naming conventions agreed to by the Parties.
|
|
(3)
|
Be sent to esmstpoutage@sce.com with a copy to presched@sce.com or through SCE-provided software, or as otherwise instructed by SCE.
|
Form 14-786
10/2011
|
|
|
(ii)
|
Producer shall update the rolling 30-day hourly forecast weekly by 5:00 PM each Wednesday and send to esmstpoutage@sce.com with a copy to presched@sce.com or use an SCE provided web client (the "Web Client") if it is available.
|
|
(iii)
|
If Producer learns of any inaccuracies in its most recently submitted 30-day hourly Energy Forecast affecting the period between the date Producer learns of the inaccuracy and the date that the next updated 30-day hourly
|
Form 14-786
10/2011
|
|
1.
|
"Agreement" has the meaning set forth in the Preamble.
|
2.
|
"Applicable Law" means all constitutions, treaties, laws, ordinances, rules, regulations, interpretations, permits, judgments, decrees, injunctions, writs and orders of any Governmental Authority or arbitrator that apply to any Party, a Generating Facility or the terms of this Agreement.
|
3.
|
"Attributes" has the meaning set forth in Section 6.3.
|
4.
|
"Business Day" means any day except a Saturday, Sunday, a Federal Reserve Bank holiday, or the Friday following Thanksgiving. A Business Day shall begin at 8:00a.m. and end at 5:00p.m. local time for the Party sending the Notice or payment or performing a specified action.
|
5.
|
"CAISO" means the California Independent System Operator Corporation or successor entity that dispatches certain generating units and loads and controls the transmission facilities of entities that:
|
|
a)
|
Own, operate and maintain transmission lines and associated facilities or have entitlements to use certain transmission lines and associated facilities; and
|
6.
|
"CAISO Schedule," "CAISO Scheduled" or "CAISO Scheduling" means the action of SCE in submitting bids to the CAlSO and receiving all CAISO markets results from the CAISO; provided, that a CAISO market result where the Generating Facility is instructed to deliver zero (0) kWhs is not considered a "CAISO Schedule" for purposes of this Agreement.
|
7.
|
"CAISO Tariff" means the California Independent System Operator Corporation Operating Agreement and Tariff, including the rules, protocols, procedures and standards attached thereto, as the same may be amended or modified from time-to-time and approved by FERC.
|
8.
|
"California Solar Initiative" means the California Solar Initiative Program implemented and overseen by the CPUC, and as may be revised from time to time.
|
9.
|
"Capacity Attributes" means any and all current or future defined characteristics, certificates, tag, credits, ancillary service attributes, or accounting constructs, howsoever entitled, including any accounting construct counted toward any resource adequacy requirements, attributed to or associated with the Renewable Generating Facility or any unit of generating capacity of the Renewable Generating Facility during the Term.
|
Form 14-786
10/2011
|
|
14.
|
"Credit Rating" means with respect to any entity, on the relevant date of determination, the respective ratings then assigned to such entity's unsecured, senior long-term debt or deposit obligations (not supported by third party credit enhancement) by S&P, Fitch or Moody's. If no rating is assigned to such entity's unsecured, senior long-term debt or deposit obligation by S&P, Fitch or Moody's, then "Credit Rating" means the general corporate credit rating or long-term issuer rating assigned by the other two ratings agencies.
|
15.
|
"CREST" means .Qalifornia Renewable ];nergy .§mall Iariff the SCE Tariff schedule that expands
|
|
Tariff Schedule WATER to Eligible Customers.
|
16.
|
"Day-Ahead Market" has the meaning set forth in the CAISO Tariff.
|
17.
|
"Development Security" has the meaning set forth in Section 9.1.
|
18.
|
"Effective Date" or "PPA Effective Date" has the meaning set forth in Section 21.
|
19.
|
"Eligible Customer" has the meaning set forth in Tariff Schedule CREST.
|
20.
|
"Emergency'' means (i) an actual or imminent condition or situation which jeopardizes the integrity of the electric system or the integrity of any other systems to which the electric system is connected or any condition so defined and declared by the CAISO; or (ii) an emergency condition as defined under an interconnection agreement and any abnormal interconnection or system condition that requires automatic or immediate manual action to prevent or limit loss of load or generation supply, that could adversely affect the reliability of the electric system or generation supply, that could adversely affect the reliability of any interconnected system, or that could otherwise pose a threat to public safety.
|
21.
|
"Energy Forecast" has the meaning set forth in Appendix E.
|
22.
|
"ERR" means a generating facility that qualifies as an eligible renewable electric energy resource for purposes of the RPS Legislation.
|
23.
|
"ERR Requirements", "ERR Status", "ERRIRPS Status Change" and "ERR Warranty" have the meanings set forth in Appendix C.
|
24.
|
"Execution Date" means the date of Producer's signature in Section 21 and compliance with the eligibility requirements of Schedule CREST and any applicable Commission decision with respect to Schedule CREST.
|
25.
|
"FERC" means the Federal Energy Regulatory Commission.
|
26.
|
"Fitch" means Fitch Ratings Ltd. or its successor.
|
27.
|
"Force Majeure" means any event or circumstance (that is not anticipated as of the Effective Date) to the extent beyond the control of, and not the result of the negligence of, or caused by, the Party seeking to have its performance obligation excused thereby, which by the exercise of due diligence such Party could not reasonably have been expected to avoid and which by exercise of due diligence it has been unable to overcome. Force Majeure does not include: (i) a failure of performance of any individual or entity, including any individual or entity providing electric transmission or distribution service or fuel transportation to a Generating Facility, except to the extent that such failure was caused by an event that would otherwise qualify as Force Majeure; (ii) failure to timely apply for or obtain Permits or other credits required to Operate a Generating Facility; (iii) breakage or malfunction of equipment (except to the extent that such failure was caused by an event that would otherwise qualify as Force Majeure); (iv) the lack of wind, solar irradiation or other fuel source of an inherently intermittent nature; or (v) any delay in providing, or cancellation of, interconnection service.
|
Form 14-786
10/2011
|
|
28.
|
"Forecast", "Forecast Requirements" and "Forecast Procedures" have the meanings set forth in Appendix E.
|
29.
|
"Generating Facility" means Producer's Renewable and Non-renewable Generating Facilities, as more particularly described in Appendix A, together with all materials, equipment systems, structures, features and improvements necessary to produce electric energy at such facility, excluding the Site, land rights and interests in land.
|
30.
|
"Governmental Authority" means:
|
|
a)
|
Any federal, state, local, municipal or other government;
|
|
b)
|
Any governmental, regulatory or administrative agency, commission, or other authority lawfully exercising or entitled to exercise any administrative, executive, judicial, legislative, police, regulatory or taxing authority or power; or
|
|
c)
|
Any court or governmental tribunal.
|
31.
|
"Green Attributes" means any and all credits, benefits, em1ss1ons reductions, offsets, and allowances, howsoever entitled, attributable to the generation from the Generating Facility unit(s) and its displacement of conventional energy generation. Green Attributes include but are not limited to Renewable Energy Credits, as well as:
|
|
a)
|
Any avoided emissions of pollutants to the air, soil or water such as sulfur oxides (SOx), nitrogen oxides (NOx), carbon monoxide (CO) and other pollutants;
|
|
b)
|
Any avoided emissions of carbon dioxide (C02), methane (CH4), nitrous oxide, hydrofluorocarbons, perfluorocarbons, sulfur hexafluoride and other greenhouse gases (GHGs) that have been determined by the United Nations Intergovernmental Panel on Climate Change, or otherwise by law, to contribute to the actual or potential threat of altering the Earth's climate by trapping heat in the atmosphere;
|
|
c)
|
The reporting rights to these avoided emissions, including, without limitation, such as Green Tag Reporting Rights; and
|
|
e)
|
Any electric energy, capacity, reliability or other power attributes from the Generating
|
|
Facility unit(s);
|
|
f)
|
Production Tax Credits associated with the construction or operation of the Generating Facility and other financial incentives in the form of credits, reductions, or allowances associated with the Generating Facility)that are applicable to a state or federal income taxation obligation;
|
Form 14-786
10/2011
|
|
|
g)
|
Fuel-related subsidies or "tipping fees" that may be paid to Producer to accept certain fuels, or local subsidies received by the Producer for the destruction of particular pre existing pollutants or the promotion of local environmental benefits; or
|
|
h)
|
Emission reduction credits encumbered or used by the Generating Facility for compliance with local, state, or federal operating and/or air quality permits.
|
32.
|
"Gross Power Rating" means the value, in kW, set forth in Section 2.3.
|
33.
|
"Initial Operation" means the date the Renewable Generating Facility first Interconnects and Operates in parallel with SCE's Distribution System and the NGOM records electric energy received by SCE from the Renewable Generating Facility.
|
34.
|
"Initial Operation Deadline" has the meaning set forth in Section 2.9
|
35.
|
"Initial Synchronization" means the Generating Facility is operating in parallel with SCE's Distribution System and the first kWh of electric energy is measured by the NGOM,or SCE Meter, as applicable.
|
36.
|
"Interconnect" or "Interconnection" have the meanings set forth in SCE's Rule 21 or the WDAT, as applicable.
|
37.
|
"Interconnection Facilities Financing and Ownership Agreement" means that certain agreement between Producer and SCE attached hereto as Appendix B.
|
38.
|
"Interest Rate" means an annual rate equal to the rate published in The Wall Street Journal as the "Prime Rate" (or, if more than one rate is published, the arithmetic mean of such rates) as of the date payment is due plus two (2) percentage points; provided, however, that in no event will the Interest Rate exceed the maximum interest rate permitted by Applicable Laws.
|
39.
|
"Kw'' means a kilowatt (1,000 watts) of electric power.
|
40.
|
"kWh" means a kilowatt-hour ( 1,000 watt-hours) of electric energy.
|
41.
|
"Lender" means any financial institutions or successors in interest or assignees that provide(s) development, bridge, construction, permanent debt or tax equity financing or refinancing for the Generating Facility to Producer.
|
42.
|
"Letter of Credit" means an irrevocable, nontransferable standby letter of credit provided by Producer from an issuer acceptable to SCE that is either a U.S. commercial bank or a U.S. branch of a foreign bank with the bank having a Credit Rating of at least "A-" from S&P and Fitch and "A3" from Moody's, in a form approved by SCE. Producer must bear the costs of all Letters of Credit.
|
43.
|
"Market Price Referent" or "MPR" means the market price referent applicable to this Agreement as determined by the CPUC in accordance with California Public Utilities Code Section 399.15(c) for the Term as set forth in Section 6.2.
|
44.
|
"Moody's" means Moody's Investor Services, Inc.
|
Form 14-786
10/2011
|
|
45.
|
"Net Generation Output Meter" or "NGOM" has the meaning set forth in SCE's Rule 21.
|
46.
|
"Net Power Rating" is the value Gross Power Rating minus Station Use, in kW. The Net Power
|
|
Rating shall not exceed 1,500 kW per California Public Utilities Code Section 399.20{h).
|
47.
|
"Non-renewable Generating Facility" means Producer's electric generating facility that exists on the Premises identified in Appendix A, but does not comply with the requirements set forth in Appendix C or Appendix D.
|
48.
|
"Notice" has the meaning set forth in Section 12.1.
|
49.
|
"Operate," "Operating" or "Operation" means to provide (or the provision of) all the operation, engineering, purchasing, repair, supervision, training, inspection, testing, protection, use, management, improvement, replacement, refurbishment, retirement, and maintenance activities associated with operating the Generating Facility in accordance with Prudent Electrical Practices.
|
50.
|
"Party" or "Parties" have the meaning set forth in the Preamble.
|
51.
|
"Permit" or "Permits" means all applications, approvals, authorizations, consents, filings, licenses, orders, permits or similar requirements imposed by any Governmental Authority, or the CAISO, in order to develop, construct, operate, maintain, improve, refurbish and retire the Generating Facility or to Schedule and deliver the electric energy produced by the Generating Facility to SCE, including the Authority to Construct permit.
|
|
Permits includes the documentation required by California Public Utilities Code Section 2812{d)1 for Producers subject to Section 2802 for hydroelectric Renewable Generating Facilities.
|
52.
|
"Permit Approval" means approval by the relevant regulatory agencies of any Permit and shall be deemed obtained upon the issuance of such Permit, and shall not be invalidated by the pendency of an appeal or other post-issuance challenge to the issuance of the Permit.
|
53.
|
"Point of Common Coupling" has the meaning set forth in SCE's Rule 21.
|
54.
|
"Premises" means all of the real property and apparatus employed in a single enterprise on an integral parcel of land undivided, excepting in the case of industrial, agricultural, oil field, resort enterprises, and public or quasi-public institutions, by a dedicated street, highway, or other public thoroughfare, or a railway. Automobile parking lots constituting a part of, and adjacent to, a single enterprise may be separated by an alley from the remainder of the premises served.
|
55.
|
"Producer" has the meaning set forth in the Preamble.
|
|
a)
|
All electric power and energy produced by the Renewable Generating Facility, net of Station Use of the Renewable Generating Facility; and
|
|
b)
|
All associated Environmental Attributes, Capacity Attributes, Renewable Energy Credits and Resource Adequacy Benefits.
|
Form 14-786
10/2011
|
|
59.
|
"Prudent Electrical Practices" means those practices, methods and acts that would be implemented and followed by prudent operators of electric energy generating facilities in the Western United States, similar to the Generating Facility, during the relevant time period, which practices, methods and acts, in the exercise of prudent and responsible professional judgment in the light of the facts known at the time the decision was made, could reasonably have been expected to accomplish the desired result consistent with good business practices, reliability and safety.
|
|
a)
|
Equipment, materials, resources, and supplies, including spare parts inventories, are available to meet the Generating Facility's needs;
|
|
b)
|
Sufficient operating personnel are available at all times and are adequately experienced and trained and licensed as necessary to operate the Generating Facility properly and efficiently, and are capable of responding to reasonably foreseeable emergency conditions at the Generating Facility and emergencies whether caused by events on or off the Site;
|
|
c)
|
Preventive, routine, and non-routine maintenance and repairs are performed on a basis that ensures reliable, long term and safe operation of the Generating Facility, and are performed by knowledgeable, trained, and experienced personnel utilizing proper equipment and tools;
|
|
d)
|
Appropriate monitoring and testing are performed to ensure equipment is functioning as designed;
|
|
e)
|
Equipment is not operated in a reckless manner, in violation of manufacturer's guidelines or in a manner unsafe to workers, the general public, or SCE's electric system or contrary to environmental laws, permits or regulations or without regard to defined limitations such as, flood conditions, safety inspection requirements, operating voltage, current, volt ampere reactive (VAR) loading, frequency, rotational speed, polarity, synchronization, and control system limits; and
|
|
f)
|
Equipment and components designed and manufactured to meet or exceed the standard of durability that is generally used for electric energy generating facilities operating in the Western United States and will function properly over the full range of ambient temperature and weather conditions reasonably expected to occur at the Site and under both normal and emergency conditions.
|
60.
|
"Real-Time Market" has the meaning set forth in the CAISO Tariff.
|
61.
|
"Renewable Energy Credit" has the meaning set forth in California Public Utilities Code Section 399.12(g), as may be amended from time to time or is further defined or supplemented by law."Renewable Generating Facility" means all of Producer's electric generating facilities as more particularly described in Appendix A, together with all materials, equipment systems, structures, features and improvements necessary to produce electric energy at such facility, (excluding the Site, land rights and interests in land) located at the Premises identified in Appendix A and complying with the requirements of Appendix Cor Appendix D for the entire Term of this Agreement.
|
Form 14-786
10/2011
|
|
62.
|
"Resource Adequacy Benefits" means the rights and privileges attached to the Generating Facility that satisfy any entity's resource adequacy obligations, as those obligations are set forth in any Resource Adequacy Rulings and shall include any local, zonal or otherwise locational attributes associated with the Generating Facility.
|
63.
|
"Resource Adequacy Rulings" means CPUC Decisions 04-01-050, 04-10-035, 05-10-042,06-06-064, 06-07-031 and any subsequent CPUC ruling or decision, or any other resource adequacy laws, rules or regulations enacted, adopted or promulgated by any applicable Governmental Authority, as such decisions, rulings, laws, rules or regulations may be amended or modified from time-to-time during the Term.
|
64.
|
"RPS Legislation" means the State of California Renewable Portfolio Standard Program, as codified at California Public Utilities Code Section 399.11, et seq.
|
65.
|
"RPS Requirements" and "RPS Status" have the same meanings set forth in Appendix C.
|
66.
|
"Rule" means Tariff sheets which set forth the application of all rates, charges, and service when such applicability is not set forth in and as part of the rate schedules.
|
67.
|
"S&P" means the Standard & Poor's Rating Group.
|
68.
|
"SCE" has the meaning set forth in the Preamble.
|
69.
|
"Schedule," "Scheduled" or "Scheduling" means the action of Producer and SCE, or their designated representatives of notifying, requesting, and confirming to each other the Forecast of electric energy from the Generating Facility being received by SCE at the Net Generation Output Meter.
|
70.
|
"Schedule CREST" refers to one or more Tariff sheets setting forth the charges and conditions for a customer taking service from SCE under this Tariff who meets the definition of an Eligible Customer who owns and operates an Eligible Renewable Generating Facility, as defined in Schedule CREST. This Tariff is subject to such changes or modifications by the Commission as it may from time to time direct in the exercise of its jurisdiction.
|
71.
|
"Simple Interest Payment" means a dollar amount calculated by multiplying the (i) dollar amount on which the Simple Interest Payment is based, times (ii) the Interest Rate, times (iii) the result of dividing the number of days in the calculation period by 360.
|
72.
|
"Site" means the real property on which the Renewable Generating Facility is, or will be located, as further described in Appendix A
|
73.
|
"Small Power Producer Qualifying Facility" or "SPP QF" means a facility certified by the FERC as a small power producer and certified by the CEC as an ERR that was in service prior to January 1, 2002.
|
74.
|
"SPP QF Requirements", "SPP QF Status", "SPP QF Status Change" and "SPP QF Warranty" have the meanings set forth in Appendix D.
|
75.
|
"Station Use" means the electric energy produced by the Renewable or Non-renewable Generating Facility that is:
|
|
a)
|
Used within the respective Generating Facility to power the lights, motors, control systems and other electrical loads that are necessary for Operation; and
|
Form 14-786
10/2011
|
|
76.
|
"Tariff(s)" mean(s) the entire body of effective rates, rentals, charges, and rules collectively of SCE, as set forth herein, and including title page, preliminary statement, service area maps, rate schedules, list of contracts and deviations, Rules, and sample forms.
|
77.
|
"Term" has the meaning used in Appendix H.
|
78.
|
"Term End Date" means 12:01 A.M. on the day following the completion of the Term specified in Appendix H.
|
79.
|
"Term Start Date" means the date of Initial Operation as specified in Appendix H upon SCE's completion of Appendix H.
|
80.
|
"Term Year" means a twelve (12) month period beginning on the first day of the calendar month following Initial Operation and each successive twelve (12) month period thereafter.
|
81.
|
"TOU Periods" means the time of use periods for determination of payments as set forth in Appendix G.
|
82.
|
"Transmission Provider" means any entity or entities responsible for the interconnection of the Generating Facility with SCE's Distribution System or transmitting the Product on behalf of Producer from the Generating Facility to the Point of Common Coupling.
|
83.
|
"WATER" means Water/Wastewater t,gency Iariff for sligible Benewables the SCE Tariff schedule that implements Assembly Bill1969.
|
84.
|
"WDAT" means SCE's Wholesale Distribution Access Tariff.
|
85.
|
"WECC" means the Western Electricity Coordinating Council, the regional reliability council for the Western United States, Southwestern Canada, and Northwestern Mexico.
|
86.
|
"Web Client" has the meaning set forth in Appendix E.
|
Form 14-786
10/2011
|
|
Time of Use Periods ("TOU Periods")
|
|||
TOU Period
|
Summer
Jun 1st – Sep 30th
|
Winter
Oct 1st – May
31st
|
Applicable Days
|
On-Peak
|
Noon - 6:00 p.m.
|
Not Applicable.
|
Weekdays except
Holidays.
|
Mid-Peak
|
8:00 a.m. – Noon
|
8:00 a.m. – 9:00
p.m.
|
Weekdays except
Holidays.
|
6:00 p.m. – 11:00
p.m.
|
Weekdays except
Holidays.
|
||
Off-Peak
|
11:00 p.m. – 8:00
a.m.
|
6:00 a.m. – 8:00
a.m.
|
Weekdays except
Holidays.
|
9:00 p.m. –
Midnight
|
Weekdays except
Holidays.
|
||
Midnight –
Midnight
|
6 a.m. –
Midnight
|
Weekends and Holidays
|
|
Super-Off-Peak
|
Not Applicable.
|
Midnight – 6:00
a.m.
|
Weekdays, Weekends and
Holidays
|
Energy Allocation Factors (Factor "B" in Section 6.5)
|
||||
Season
|
TOU
|
Calculation Method
|
Energy Allocation
Factor
|
|
Summer
|
On-Peak
|
Fixed Value
|
3.13
|
(R)
|
Mid-Peak
|
Fixed Value
|
1.35
|
(I)
|
|
Off-Peak
|
Fixed Value
|
0.75
|
(I)
|
|
Winter
|
Mid-Peak
|
Fixed Value
|
1.00
|
(R)
|
Off-Peak
|
Fixed Value
|
0.83
|
(I)
|
|
Super-Off-Peak
|
Fixed Value
|
0.61
|
(R)
|
Form 14-786
10/2011
|
|
1.
|
The Renewable Generating Facility's date of Initial Operation is ________________. (SCE to confirm date using NGOM data.)
|
3.
|
Product Price for this Agreement is$ 0.__________ per kWh. (SCE to confirm using applicable MPR ruling, Producer's term and Initial Operation date.)
|
Form 14-786
10/2011
|
|
SOUTHERN CALIFORNIA
EDISON
|
Renewable and Alternative Power
California Renewable Energy Small Tariff AGREEMENT
|
|
An EDISON INTERNATIONAL Company
|
||
GFID Number 5618; RAP ID Number 5669
|
1.1.
|
This Agreement provides for Producer to Interconnect and Operate a Renewable Generating Facility in parallel with SCE's Distribution System. This Agreement requires the Producer to be a retail customer and to obtain retail electrical service from SCE to serve all the electrical loads, net of any other Non-renewable Generating Facility, except as otherwise permitted under SCE's Tariffs, at the Premises identified in Appendix A. This Agreement also provides for Producer to sell energy, net of Station Use, produced by the Renewable Generating Facility directly to SCE provided the Renewable Generating Facility satisfies the Eligible Renewable Resource Facility Requirements as set forth in Appendix C, or the Small Power Producer Qualifying Facility Requirements and the Eligible Renewable Resource Facility Requirements set forth in Appendix D. This Agreement does not constitute an agreement by SCE to provide retail electrical service to Producer. Such arrangements must be made separately between SCE and Producer.
|
1.2.
|
In consideration of the mutual promises and obligations stated in this Agreement and its attachments, the Parties agree as follows:
|
2.1.
|
A description of the Renewable Generating Facility, including a summary of its significant components, a drawing showing the general arrangement of the Producer's Renewable Generating Facility, and a single-line diagram illustrating the Interconnection of the Renewable Generating Facility and loads with SCE's Distribution System, is attached hereto and incorporated herein as Appendix A.
|
2.2.
|
Name and address used by SCE to locate the electric Service Account(s) and Premises used to Interconnect the Renewable Generating Facility with SCE's Distribution System:
|
Coronus Joshua Tree East 5 LLC
|
|
6350 Mount Shasta Ave., #5
|
|
Joshua Tree, CA 92252
|
|
3-039-5076-57 Service Account (if known)
|
Form 14-786
10/2011
|
|
|
2.4.
|
The Net Power Rating of the Renewable Generating Facility is 1,500 kW.
|
|
2.5.
|
The maximum (instantaneous) level of power that may be exported through the Point of Common Coupling by the Renewable Generating Facility to SCE's Distribution System is 1,500 kW. Please supply estimate!
|
|
2.6.
|
The annual energy production of the Renewable Generating Facility, net of Station Use, measured by the NGOM is expected to be 3,603,000 kWh. Please supply estimate!
|
|
2.7.
|
The annual energy exported through the Point of Common Coupling from the Producer's Premises identified in Appendix A beyond Producer's use is expected to be 3,603,000 kWh. Please supply estimate!
|
|
2.8.
|
The Renewable Generating Facility's expected date of Initial Operation is December 15, 2013..
|
|
(a)
|
Subject to any extensions made pursuant to Sections 2.9(b) or 2.9(c), and further subject to Section 2.9(d), Initial Operation must be no later than the earlier of (i) one hundred twenty (120) days from the Initial Synchronization Dale, and (ii) eighteen (18) months from the date of PPA Effective Date ("Initial Operation Deadline").
|
|
(b)
|
If all of the interconnection facilities, transmission upgrades and new transmission facilities, if any, described in Producer's interconnection agreement and required to interconnect the Generating Facility to SCE's Distribution System have not been completed and placed into operation by the CAISO or the Transmission Provider on the estimated completion date set forth in Producer's interconnection agreement, then, upon SCE's receipt of Notice from Producer, which Notice must be provided at least sixty (60) days before the date that is eighteen (18) months from the PPA Effective Date, the Initial Operation Deadline shall be extended on a day-for-day basis until all of the interconnection facilities, transmission upgrades and new transmission facilities, if any, described in Producer's interconnection agreement and required to interconnect the Generating Facility to SCE's Distribution System have been completed and placed into operation by the CAISO or the Transmission Provider, exception the extent any delay in such completion and placement into operation results from Producer failing to complete its obligations, take all actions and meet all of its deadlines under Producer's interconnection agreement needed to ensure timely completion and operation of such interconnection facilities, transmission upgrades and new transmission facilities.
|
|
(c)
|
If Producer has not obtained Permit Approval on or before that date that is ninety (90) days before the date that is eighteen (18) months from the PPA Effective Date, then, upon SCE's receipt of Notice from Producer, which Notice must be provided at least sixty (60) days before the date that is eighteen (18) months from the PPA Effective Date, the Initial Operation Deadline shall be extended on a day-for-day basis until Producer obtains Permit Approval, except to the extent any such delay results from Producer failing to take all commercially reasonable actions to apply for and meet all of its requirements and deadlines to obtain such Permit Approval.
|
Form 14-786
10/2011
|
|
|
(d)
|
Notwithstanding anything in this Agreement to the contrary, the Initial Operation Deadline may not be later than twenty-four (24) months from the PPA Effective Date.
|
|
[x] Does meet with the requirements for "Eligible Renewable Resource" as such term is used in Section 399.11 et seq. of the California Public Utilities Code.
|
|
[ ] Does meet with both the requirements for "Cogeneration" as such term is used in Section 216.6 of the California Public Utilities Code and with the requirements for "Eligible Renewable Resource" as such term is used in Section 399.11 et seq. of the California Public Utilities Code.
|
|
[ ] Does meet with both the requirements for a Small Power Producer Qualifying Facility pursuant to the regulations of the Federal Energy Regulatory Commission (18 Code of Federal Regulations Part 292, Section 292.203 et seq.) implementing the Public Utility Regulatory Policies Act of 1978 as Amended by the Energy Policy Act of 2005 and with the requirements for "Eligible Renewable Resource" as such term is used in Section 399.11 et seq. of the California Public Utilities Code.
|
Appendix A-
|
Description of Renewable Generating Facility and Single-Line Diagram
|
|
(Supplied by Producer)
|
||
Appendix B -
|
A copy of Interconnection Facilities Financing and Ownership
|
|
Agreement, if applicable (supplied by SCE)
|
||
Appendix C-
|
Producer's warranty that the Renewable Generating Facility meets with the requirements for "Eligible Renewable Resource" as defined in Section 399.11 et seq. of the California Public Utilities Code, if applicable.
|
|
Appendix D -
|
Producer's warranty that the Renewable Generating Facility, prior to January 1, 2002 met and continues to meet with the requirements for both a Small Power Producer Qualifying Facility pursuant to the regulations of the Federal Energy Regulatory Commission (18 Code of Federal Regulations Part 292, Section 292.203 et seq.) implementing the Public Utility Regulatory Policies Act of 1978 as Amended by the Energy Policy Act of 2005 and "Eligible Renewable Resource" as defined in Section 399.11 et seq. of the California Public Utilities Code, if applicable.
|
|
Appendix E-
|
Forecast Requirements for Generating Facilities that have a Net Power
|
|
Rating greater or equal to 500 kW
|
Form 14-786
10/2011
|
|
Appendix F -
|
Definitions
|
|
Appendix G -
|
TOU Periods and Energy Allocation Factors
|
|
Appendix H-
|
Summary of Dates, Term and Product Price for this Agreement
|
4.1.
|
SCE may terminate this Agreement on Notice, which termination becomes effective on the date specified by SCE in such Notice, if:
|
|
(a)
|
Producer fails to take all corrective actions specified in any SCE Notice, within the time frame set forth in such Notice, that any Generating Facility is out of compliance with any term of this Agreement;
|
|
(b)
|
Producer fails to interconnect and Operate a Generating Facility, in accordance with the terms of this Agreement, within one hundred twenty (120) days after SCE delivers electric energy to such Generating Facility for Station Use;
|
|
(c)
|
Producer abandons any Generating Facility;
|
|
(d)
|
Electric output from any Generating Facility ceases for twelve (12) consecutive months;
|
|
(e)
|
The Term does not commence within eighteen (18) months of the Effective Date, subject to any extensions herein as to which Producer is the Claiming Party or under Section 2.9(b) and 2.9(c);
|
|
(f)
|
Producer or the owner of a Site applies for or participates in the California Solar Initiative or any net energy metering tariff with respect to any Generating Facility at such Site; or
|
|
(g)
|
Producer has not installed any of the equipment or devices necessary for any Generating Facility to satisfy the Gross Power Rating of such Generating Facility, as set forth in Section 2.3.
|
|
(a)
|
If any representation or warranty in this Agreement made by the other Party is false or misleading in any material respect when made or when deemed made or repeated if the representation or warranty is continuing in nature, if such misrepresentation or breach of warranty is not remedied within ten (10) Business Days after Notice thereof from the nonbreaching Party to the breaching Party;
|
|
(b)
|
Except for an obligation to make payment when due, if there is a failure of the other Party to perform any material covenant or obligation set forth in this Agreement (except to the extent such failure provides a separate termination right for the non-breaching Party or to the extent excused by Force Majeure), if such failure is not remedied within thirty (30) days after Notice thereof from the non-breaching Party to the breaching Party;
|
|
(c)
|
If the other Party fails to make any payment due and owing under this Agreement, if such failure is not cured within five (5) Business Days after Notice thereof from the non-breaching Party to the breaching Party; or
|
|
(d)
|
In accordance with Section 19.4.
|
|
(e)
|
This Agreement automatically terminates on the Term End Date.
|
|
(f)
|
If a Party terminates this Agreement in accordance with Section 4, such Party will have the right to immediately suspend performance under this Agreement and pursue all remedies available at law or in equity against the other Party (including seeking monetary damages).
|
Form 14-786
10/2011
|
|
5.1.
|
Producer is responsible for Operating the Renewable Generating Facility in compliance with all of SCE Tariffs, including but not limited to Rule 21, and any other regulations and laws governing the Interconnection of the Renewable Generating Facility.
|
5.2.
|
The Renewable Generating Facility Net Power Rating shall be less than or equal to 1,500 kW.
|
5.3.
|
Producer shall not deliver reactive power to SCE's Distribution System unless the Parties have otherwise agreed in writing.
|
5.4.
|
The Renewable Generating Facility shall be Operated with all of Producer's Protective Functions in service and in accordance with Prudent Electrical Practices whenever the Renewable Generating Facility is Operated in parallel with SCE's Distribution System. Any deviation from these requirements may occur only when the Parties have agreed to such deviations in writing.
|
5.5.
|
For Renewable Generating Facility having a Net Power Rating equal to or greater than 500 kW, the Parties shall comply with the forecasting provisions of Appendix E.
|
5.6.
|
SCE shall have ingress and egress to examine the Site and Generating Facility for purposes connected with this Agreement.
|
6.1.
|
The amount of energy purchased under this Agreement shall be determined by electrical meters and equipment owned, Operated, and maintained by SCE.
|
6.2.
|
The Product Price, as set forth in Section 3 of Appendix H, shall equal the Market Price Referent ("MPR") most recently determined by the Commission prior to the Execution Date, using the project on-line year in which the date of actual Initial Operation occurs as described in Appendix H, and the Term as elected in Appendix H.
|
Adopted 2011 Market Price Referents
|
||||
(Nominal- dollars/kWh)
|
||||
Resource Type
|
10-Year
|
15-Year
|
20-Year
|
25-Year
|
2012 Baseload MPR
|
0.07688
|
0.08352
|
0.08956
|
0.09274
|
2013 Baseload MPR
|
0.08103
|
0.08775
|
0.09375
|
0.09695
|
2014 Baseload MPR
|
0.08454
|
0.09151
|
0.09756
|
0.10081
|
2015 Baseload MPR
|
0.08804
|
0.09520
|
0.10132
|
0.10464
|
2016 Baseload MPR
|
0.09156
|
0.09883
|
0.10509
|
0.10848
|
2017 Baseload MPR
|
0.09488
|
0.10223
|
0.10859
|
0.11206
|
2018 Baseload MPR
|
0.09831
|
0.10570
|
0.11218
|
0.11572
|
2019 Baseload MPR
|
0.10186
|
0.10928
|
0.11587
|
0.11946
|
2020 Baseload MPR
|
0.10550
|
0.11296
|
0.11965
|
0.12326
|
6.3.
|
Producer agrees to sell all electric energy produced by the Renewable Generating Facility as specified herein in Section 6.4 below together with all Green Attributes, Capacity Attributes and Resource Adequacy Benefits (collectively, the "Attributes") to SCE.
|
6.4.
|
SCE shall pay Producer for all Attributes and all electrical energy, net of Station Use, measured by the Net Generation Output Meter ("NGOM") as defined in SCE's Rule 21 and located as shown on the Single-Line Diagram of Appendix A
|
Form 14-786
10/2011
|
|
6.5.
|
For the purpose of calculating monthly payments, the amount measured by the NGOM shall be time-differentiated according to the time period and season of the receipt of Product by SCE from Producer ("TOU Periods") and the pricing shall be weighted by the Energy Allocation Factors set forth in Appendix G.
|
6.6.
|
SCE shall adjust the energy and demand amounts recorded by the SCE billing meter at the Point of Common Coupling, as defined in SCE's Rule 21, to reflect the net generation output amounts measured by the NGOM for purposes of billing the Producer in accordance with SCE's applicable Tariff rate schedule(s).
|
6.7.
|
SCE shall determine the amount of energy received by SCE pursuant to this Agreement for each monthly period and provide a statement to Producer approximately thirty (30) days after each. monthly meter reading date.
|
6.8.
|
SCE shall not be obligated to issue a payment to Producer until the amount due for the energy received pursuant to this Agreement exceeds one thousand dollars ($1000), except that SCE shall pay all amounts due to Producer pursuant to this Agreement at least once per calendar year no later than 30 days after the end of the calendar year.
|
6.9.
|
Unless otherwise agreed in writing by the Parties, any payment due for Product received under this Agreement shall be satisfied by SCE issuing a check to Producer. Alternatively, SCE reserves the right, but shall not be obligated to apply any amount owed to Producer toward any amounts due to SCE from Producer for any charges incurred under this ·Agreement or for past due bills for electric service or for SCE services.
|
6.10.
|
In the event adjustments to SCE's payments are required as a result of inaccurate metering equipment, SCE shall determine the correct amount of energy received under this Agreement during the period of inaccuracy and recompute the amount due to or from Producer. Any refund due and payable to SCE or due by SCE to Producer resulting from inaccurate metering shall be made within thirty (30) calendar days of SCE's Notice to Producer by SCE of the amount due.
|
6.11.
|
Monthly charges, if any, associated with Interconnection Facilities shall be billed and paid pursuant to the applicable Interconnection Facilities Financing and Ownership Agreement in Appendix B and monthly charges, if any, associated with electric service provided by SCE shall be billed and paid pursuant to the applicable Tariffs filed by SCE with the Commission.
|
Form 14-786
10/2011
|
|
7.1.
|
Producer and/or SCE, as appropriate, shall provide Interconnection Facilities that adequately protect SCE's Distribution System, personnel, and other persons from damage or injury, which may be caused by the Operation of Producer's Renewable Generating Facility.
|
7.2.
|
Producer shall be solely responsible for the costs, design, purchase, construction, Operation, and maintenance of the Interconnection Facilities that Producer owns.
|
7.3.
|
If the provisions of SCE's Rule 21, or any other Tariff approved by the Commission, require SCE to own and operate a portion of the Interconnection Facilities, Producer and SCE shall promptly execute an Interconnection Facilities Financing and Ownership Agreement that establishes and allocates responsibility for the design, installation, Operation, maintenance, and ownership of the Interconnection Facilities. This agreement shall be attached to and made a part of this Agreement as Appendix B.
|
8.1.
|
Producer shall promptly curtail the production of the Generating Facility: (i) upon Notice from SCE that SCE has been instructed by the CAISO or the Transmission Provider to curtail energy deliveries; (ii) upon Notice that Producer has been given a curtailment order or similar instruction in order to respond to an Emergency; (iii) if no CAISO Schedule was awarded in either the Day-Ahead Market or the Real-Time Market and SCE notifies Producer to curtail the production of the Generating Facility; or (iv) if SCE issues an OSGC Order.
|
8.2.
|
For each day of the Term, if no CAISO Schedule is awarded for the Forecasted energy in both the Day-Ahead Market and Real-Time Market for such day, and the Generating Facility has not been curtailed pursuant to Section 8.1(i) or (ii), then, so long as Producer's actual availability establishes that the Generating Facility would have been able to deliver but for the fact an CAISO Schedule was not awarded, SCE shall pay Producer the Product Price, as adjusted by Appendix G, for the amount of energy Producer would have been able to deliver but for the fact that Producer did not receive an CAISO Schedule. The amount of energy that could have been delivered will be determined in accordance with Section 8.4.
|
8.3.
|
If SCE bids the energy from the Generating Facility into the Day-Ahead Market or Real-Time Market and the CAISO awards an CAISO Schedule as a result of that bid, SCE shall have the right, but not the obligation, to order Producer to curtail the delivery of energy (an "OverSchedule Generation Curtailment Order" or "OSGC Order") in excess of an CAlSO Schedule awarded pursuant to this Section 8.3 (the "Over-Schedule Generation Curtailment Quantity" or "OSGC Quantity"). SCE shall pay Producer the Product Price, as adjusted by Appendix G, for the OSGC Quantity Producer would have been able to deliver but for the fact that SCE issued an OSGC Order. The amount of energy that could have been delivered will be determined in accordance with Section 8.4.
|
8.4.
|
SCE shall estimate the amount of energy the Generating Facility would have been able to deliver under Sections 8.2 and 8. 3. SCE shall apply accepted industry standards in making such an estimate and take into consideration the actual availability of the Generating Facility, past performance of the Generating Facility, meteorological data, solar irradiance data (if applicable), and any other relevant information. Producer shall cooperate with SCE's requests for information associated with any estimate made hereunder. SCE's estimates under this Section 8 for the amount of energy that the Generating Facility would have been able to deliver under Sections 8.2 and 8.3 will be determined in SCE's sole discretion.
|
Form 14-786
10/2011
|
|
h
|
|
9.1.
|
On or before the thirtieth (301 ) day following the Effective Date, Producer shall post and thereafter maintain a development fee (the "Development Security") equal to twenty dollars ($20) for each kilbwatt of the Gross Power Rating. The Development Security will be held by SCE and must be in the form of either a cash deposit or the Letter of Credit. If Producer establishes the Development Security in the form of a cash deposit, SCE shall make monthly Simple Interest Payments to Producer in accordance with the terms of this Agreement.
|
|
(a)
|
Demonstrates to SCE's satisfaction that Producer has installed all of the equipment or devices necessary for the Generating Facility to satisfy the Gross Power Rating of such Generating Facility, SCE shall return the Development Security to Producer within thirty (30) days of Initial Operation;
|
|
(b)
|
Has not installed any of the equipment or devices necessary for any Generating Facility to satisfy any of the Gross Power Rating, Producer shall forfeit, and SCE shall have the right to retain, the entire Development Security and terminate this Agreement; or
|
|
(c)
|
Has installed only a portion of the equipment or devices necessary for a Generating Facility to satisfy the Gross Power Rating of such Generating Facility, SCE shall return, within thirty (30) days of Initial Operation, only the portion of the Development Security equal to the product of twenty dollars ($20) per kW of the portion of the Gross Power Rating available to deliver the Product to SCE at the Point of Common Coupling. This Section 9.2 is subject to any extension of Initial Operation as to which Producer is the Claiming Party or under Section 2.9(b) and 2.9(c).
|
11.1.
|
In connection with Producer's performance of its duties and obligations under this Agreement, Producer shall maintain, during the term of this Agreement, general liability insurance with a combined single limit of not less than:
|
|
(a)
|
Two million dollars ($2,000,000) for each occurrence if the Gross Power Rating of Producer's Renewable Generating Facility is greater than one hundred (100) kW;
|
|
(b)
|
One million dollars ($1,000,000) for each occurrence if the Gross Power Rating of Producer's Renewable Generating Facility is greater than twenty (20) kW and less than or equal to one hundred (100) kW; and
|
|
(c)
|
Five hundred thousand dollars ($500,000) for each occurrence if the Gross Power Rating of Producer's Renewable Generating Facility is twenty (20) kW or less.
|
|
(d)
|
Two hundred thousand dollars ($200,000) for each occurrence if the Gross Power Rating of Producer's Renewable Generating Facility is ten (10) kW or less and Producer's Renewable Generating Facility is connected to an account receiving residential service from SCE.
|
Form 14-786
10/2011
|
|
11.2.
|
The general liability insurance required in Section 11.1 shall, by endorsement to the policy or policies, (a) include SCE as an additional insured; (b) contain a severability of interest clause or cross-liability clause; (c) provide that SCE shall not by reason of its inclusion as an additional insured incur liability to the insurance carrier for payment of premium for such insurance; and (d) provide for thirty (30) calendar days' written notice to SCE prior to cancellation, termination, alteration, or material change of such insurance.
|
11.3.
|
If Producer's Renewable Generating Facility is connected to an account receiving residential service from SCE and the requirement of Section 11.2(a) prevents Producer from obtaining the insurance required in Section 11.1, then upon Producer's written Notice to SCE in accordance with Section 12.1, the requirements of Section 11.2(a) shall be waived.
|
11.4.
|
Evidence of the insurance required in Section 11.2 shall state that coverage provided is primary and is not in excess to or contributing with any insurance or self-insurance maintained by SCE.
|
11.5.
|
Producer agrees to furnish the required certificates and endorsements to SCE prior to Initial Operation. SCE shall have the right to inspect or obtain a copy of the original policy or policies of insurance.
|
11.6.
|
If Producer is self-insured with an established record of self-insurance, Producer may comply with the following in lieu of Sections 11.1 through 11.4:
|
|
(a)
|
Producer shall provide to SCE, at least thirty (30) calendar days prior to the date of Initial Operation, evidence of an acceptable plan to self-insure to a level of coverage equivalent to that required under Section 11.1.
|
|
(b)
|
If Producer ceases to self-insure to the level required hereunder, or if Producer is unable to provide continuing evidence of Producer's ability to self-insure, Producer agrees to immediately obtain the coverage required under Section 11.1.
|
11.7.
|
All insurance certificates, statements of self insurance, endorsements, cancellations, terminations, alterations, and material changes of such insurance shall be issued, clearly labeled with agreement ID number and submitted to the following:
|
12.1.
|
Any written notice, demand, or request required or authorized in connection with this Agreement ("Notice") shall be deemed properly given if delivered in person or sent by first class mail, postage prepaid, to the person specified below:
|
Form 14-786
10/2011
|
|
12.2.
|
A Party may change its address for Notices at any time by providing the other Party Notice of the change in accordance with Section 12.1.
|
12.3.
|
All Notices must reference the agreement ID number set forth on the first page of this Agreement.
|
12.4.
|
Notices (other than forecasts and schedules) shall, unless otherwise specified herein, be in writing and may be delivered in person, United States mail or overnight courier service.
|
12.5.
|
Notice by hand delivery shall be effective at the close of business on the day actually received, if received during business hours on a Business Day, and otherwise shall be effective at the close of business on the next Business Day, unless a different date for the Notice to go into effect is stated in another section of this Agreement.
|
12.6.
|
Notice by overnight United States mail or courier shall be effective on the next Business Day after it was sent.
|
12.7.
|
The Parties may also designate operating representatives to conduct the daily communications, which may be necessary or convenient for the administration of this Agreement. Such designations, including names, addresses, and phone numbers may be communicated or revised by Notice provided in accordance herewith.
|
13.1.
|
SCE shall have the right to review and obtain copies of Producer's operations and maintenance records, logs, or other information such as, but not limited to, unit availability, maintenance outages, circuit breaker operation requiring manual reset, relay targets and unusual events pertaining to Producer's Renewable Generating Facility or its Interconnection with SCE's Distribution System.
|
|
(a)
|
Producer authorizes SCE to release to the CEC and/or the Commission information regarding the Renewable Generating Facility, including the Producer's name and location, and the size, location and operational characteristics of the Renewable Generating Facility, the Term, the ERR type, the Initial Operation Date·and the Net Power Rating of the Renewable Generating Facility, as requested from time to time pursuant to the CEC's or Commission's rules and regulations.
|
Form 14-786
10/2011
|
|
16.
|
GOVERNING LAW, JURISDICTION OF COMMISSION, INCLUSION OF SCE's TARIFF RATE SCHEDULES, DEFINED TERMS
|
16.1.
|
This Agreement shall be interpreted, governed, and construed under the laws of the State of California as if executed and to be performed wholly within the State of California without giving effect to choice of law provisions that might apply to the law of a different jurisdiction. Each Party waives its respective right to any jury trial with respect to any litigation arising under or in connection with this Agreement
|
16.2.
|
The Interconnection and services provided under this Agreement shall at all times be subject to the terms and conditions set forth in the Tariffs applicable to the electric service provided by SCE. Copies of such Tariffs are available at www.sce.com or by request to SCE and are incorporated by reference into this Agreement.
|
16.3.
|
When initially capitalized, whether in the singular or in the plural, the terms used herein shall have the meanings assigned to them either in this Agreement, Appendix F; in SCE's Rule 1 or Rule 21, Section H; or SCE's Schedule CREST. If any term is defined in both Rule 1 and Rule 21, the definition in Rule 21 shall prevail. If any term is defined in both Schedule CREST and this Agreement, the definition in Schedule CREST shall prevail.
|
18.1.
|
This Agreement, including any incorporated Tariffs and Rules, contains the entire agreement and understanding between the Parties, their agents, and employees as to the subject matter of this Agreement. Each Party also represents that in entering into this Agreement, it has not relied on any promise, inducement, representation, warranty, agreement or other statement not set forth in this Agreement or in the incorporated Tariffs and Rules.
|
19.1.
|
Neither Party shall be in default in the performance of any of its obligations set forth in this Agreement, except for obligations to pay money, when and to the extent failure of performance is caused by Force Majeure.
|
Form 14-786
10/2011
|
|
19.2.
|
If a Party, because of Force Majeure, is rendered wholly or partly unable to perform its obligations when due under this Agreement, such Party (the "Claiming Party") shall be excused from whatever performance is affected by the Force Majeure to the extent so affected. In order to be excused from its performance obligations under this Agreement by reason of Force Majeure:
|
|
(a)
|
The Claiming Party, on or before the fourteenth (14th) day after the initial occurrence of the claimed Force Majeure, must give the other Party Notice describing the particulars of the occurrence; and
|
|
(b)
|
The Claiming Party must provide timely evidence reasonably sufficient to establish that the occurrence constitutes Force Majeure as defined in this Agreement.
|
19.3.
|
The suspension of the Claiming Party's performance due to Force Majeure may not be greater in scope or longer in duration than is required by such Force Majeure. In addition, the Claiming Party shall use diligent efforts to remedy its inability to perform. When the Claiming Party is able to resume performance of its obligations under this Agreement, the Claiming Party shall give the other Party prompt Notice to that effect.
|
19.4.
|
The non-Claiming Party may terminate this Agreement on at least five (5) Business Days' prior Notice, in the event of Force Majeure which materially interferes with such Party's ability to perform its obligations under this Agreement and which extends for more than 365 consecutive days, or for more than a total of 365 days in any consecutive 540-day period.
|
20.1.
|
Each Party as indemnitor shall defend, save harmless and indemnify the other Party and the directors, officers, employees, and agents of such other Party against and from any and all loss, liability, damage, claim, cost, charge, demand, or expense (including any direct, indirect, or consequential loss, liability, damage, claim, cost, charge, demand, or expense, including reasonable attorneys' fees) for injury or death to persons, including employees of either Party, and physical damage to property including property of either Party arising out of or in connection with the negligence or willful misconduct of the indemnitor relating to its obligations under this Agreement. This indemnity applies notwithstanding the active or passive negligence of the indemnitee; provided, however, that neither Party is indemnified under this Agreement for its loss, liability, damage, claim, cost, charge, demand or expense to the extent resulting from its own negligence or willful misconduct.
|
20.2.
|
Producer shall defend, save harmless and indemnify SCE, its directors, officers, employees, and agents, assigns, and successors in interest, for and against any penalty imposed upon SCE to the extent caused by Producer's failure to fulfill its obligations as set forth in Section
|
|
6.3.
|
20.3.
|
Each Party releases and shall defend, save harmless and indemnify the other Party from any and all loss, liability, damage, claim, cost, charge, demand or expense arising out of or in connection with any breach made by the indemnifying Party of its representations, warranties and covenants in Sections 2.10 and 18, and Appendices C and D. Notwithstanding anything to the contrary in this Agreement, if Producer fails to comply with the provisions of Section 11, Producer shall, at its own cost, defend, save harmless and indemnify SCE, its directors, officers, employees, and agents, assigns, and successors in interest, from and against any and all loss, liability, damage, claim, cost, charge, demand, or expense of any kind or nature (including any direct, indirect, or consequential loss, damage, claim, cost, charge, demand, or expense, including reasonable attorneys' fees and other costs of litigation), resulting from injury or death to any individual or damage to any property, including the personnel or property of SCE, to the extent that SCE would have been protected had Producer complied with all of the provisions of Section 11. The inclusion of this Section 20.3 is not intended to
|
Form 14-786
10/2011
|
|
CORONUS JOSHUA TREE EAST 5
LLC
|
SOUTHERN CALIFORNIA EDISON COMPANY
|
|||
By:
|
Jeff Thachuk
|
By:
|
Marc Ulrich
|
|
Name:
|
Jeff Thachuk
|
Name:
|
Marc Ulrich
|
|
Title:
|
President
|
Title:
|
Vice President of Renewable & Alternative Power
|
|
Date:
|
Nov. 27, 2012
|
Date:
|
12 – 7 - 2012
|
Form 14-786
10/2011
|
|
Form 14-786
10/2011
|
|
Form 14-786
10/2011
|
|
Form 14-786
10/2011
|
|
Form 14-786
10/2011
|
|
Form 14-786
10/2011
|
|
Form 14-786
10/2011
|
|
|
(1)
|
Beginning the Wednesday prior to the planned Initial Operation of the Renewable Generating Facility, Producer will electronically provide SCE with an Energy Forecast for the next calendar week, by no later than 5PM Wednesday of the week preceding the week covered by the Energy Forecast.
|
|
a)
|
Not include any anticipated or expected electric energy losses between the Net Generation Output Meter and the Point of Common Coupling;
|
|
d)
|
Be sent to presched@sce.com with a copy to electrade@sce.com or through SCE-provided software, or as otherwise instructed by SCE.
|
|
(2)
|
If Producer revises any Energy Forecast submitted pursuant to Item 2(a)(i)(1) the revision in the Energy Forecast shall be communicated by Producer to SCE's Day-Ahead Group no later than 8:30a.m. the day prior to the effective date of the revision.
|
Form 14-786
10/2011
|
|
|
(3)
|
If Producer revises any Energy Forecast submitted pursuant to Item 2(a)(i)(1) or Item 2(a)(i)(2) the revision in the Energy Forecast shall be communicated by Producer to SCE's Real-Time Group no later than one half (Y,) hour prior to the CAISO's Hour-Ahead scheduling deadline.
|
|
(i)
|
In addition to the requirements set forth in Item 2(a) above, Producer shall electronically provide SCE with a rolling 30-day Energy Forecast, beginning at least thirty (30) days prior to commencement of the Term.
|
|
(1)
|
Be constructed using reasonable file formats, templates, and naming conventions agreed to by the Parties.
|
|
(3)
|
Be sent to esmstpoutage@sce.com with a copy to presched@sce.com or through SCE-provided software, or as otherwise instructed by SCE.
|
Form 14-786
10/2011
|
|
|
(ii)
|
Producer shall update the rolling 30-day hourly forecast weekly by 5:00 PM each Wednesday and send to esmstpoutage@sce.com with a copy to presched@sce.com or use an SCE provided web client (the "Web Client") if it is available.
|
|
(iii)
|
If Producer learns of any inaccuracies in its most recently submitted 30-day hourly Energy Forecast affecting the period between the date Producer learns of the inaccuracy and the date that the next updated 30-day hourly
|
Form 14-786
10/2011
|
|
1.
|
"Agreement" has the meaning set forth in the Preamble.
|
2.
|
"Applicable Law" means all constitutions, treaties, laws, ordinances, rules, regulations, interpretations, permits, judgments, decrees, injunctions, writs and orders of any Governmental Authority or arbitrator that apply to any Party, a Generating Facility or the terms of this Agreement.
|
3.
|
"Attributes" has the meaning set forth in Section 6.3.
|
4.
|
"Business Day" means any day except a Saturday, Sunday, a Federal Reserve Bank holiday, or the Friday following Thanksgiving. A Business Day shall begin at 8:00a.m. and end at 5:00p.m. local time for the Party sending the Notice or payment or performing a specified action.
|
5.
|
"CAISO" means the California Independent System Operator Corporation or successor entity that dispatches certain generating units and loads and controls the transmission facilities of entities that:
|
|
a)
|
Own, operate and maintain transmission lines and associated facilities or have entitlements to use certain transmission lines and associated facilities; and
|
6.
|
"CAISO Schedule," "CAISO Scheduled" or "CAISO Scheduling" means the action of SCE in submitting bids to the CAlSO and receiving all CAISO markets results from the CAISO; provided, that a CAISO market result where the Generating Facility is instructed to deliver zero (0) kWhs is not considered a "CAISO Schedule" for purposes of this Agreement.
|
7.
|
"CAISO Tariff" means the California Independent System Operator Corporation Operating Agreement and Tariff, including the rules, protocols, procedures and standards attached thereto, as the same may be amended or modified from time-to-time and approved by FERC.
|
8.
|
"California Solar Initiative" means the California Solar Initiative Program implemented and overseen by the CPUC, and as may be revised from time to time.
|
9.
|
"Capacity Attributes" means any and all current or future defined characteristics, certificates, tag, credits, ancillary service attributes, or accounting constructs, howsoever entitled, including any accounting construct counted toward any resource adequacy requirements, attributed to or associated with the Renewable Generating Facility or any unit of generating capacity of the Renewable Generating Facility during the Term.
|
Form 14-786
10/2011
|
|
14.
|
"Credit Rating" means with respect to any entity, on the relevant date of determination, the respective ratings then assigned to such entity's unsecured, senior long-term debt or deposit obligations (not supported by third party credit enhancement) by S&P, Fitch or Moody's. If no rating is assigned to such entity's unsecured, senior long-term debt or deposit obligation by S&P, Fitch or Moody's, then "Credit Rating" means the general corporate credit rating or long-term issuer rating assigned by the other two ratings agencies.
|
15.
|
"CREST" means .Qalifornia Renewable ];nergy .§mall Iariff the SCE Tariff schedule that expands
|
|
Tariff Schedule WATER to Eligible Customers.
|
16.
|
"Day-Ahead Market" has the meaning set forth in the CAISO Tariff.
|
17.
|
"Development Security" has the meaning set forth in Section 9.1.
|
18.
|
"Effective Date" or "PPA Effective Date" has the meaning set forth in Section 21.
|
19.
|
"Eligible Customer" has the meaning set forth in Tariff Schedule CREST.
|
20.
|
"Emergency'' means (i) an actual or imminent condition or situation which jeopardizes the integrity of the electric system or the integrity of any other systems to which the electric system is connected or any condition so defined and declared by the CAISO; or (ii) an emergency condition as defined under an interconnection agreement and any abnormal interconnection or system condition that requires automatic or immediate manual action to prevent or limit loss of load or generation supply, that could adversely affect the reliability of the electric system or generation supply, that could adversely affect the reliability of any interconnected system, or that could otherwise pose a threat to public safety.
|
21.
|
"Energy Forecast" has the meaning set forth in Appendix E.
|
22.
|
"ERR" means a generating facility that qualifies as an eligible renewable electric energy resource for purposes of the RPS Legislation.
|
23.
|
"ERR Requirements", "ERR Status", "ERRIRPS Status Change" and "ERR Warranty" have the meanings set forth in Appendix C.
|
24.
|
"Execution Date" means the date of Producer's signature in Section 21 and compliance with the eligibility requirements of Schedule CREST and any applicable Commission decision with respect to Schedule CREST.
|
25.
|
"FERC" means the Federal Energy Regulatory Commission.
|
26.
|
"Fitch" means Fitch Ratings Ltd. or its successor.
|
27.
|
"Force Majeure" means any event or circumstance (that is not anticipated as of the Effective Date) to the extent beyond the control of, and not the result of the negligence of, or caused by, the Party seeking to have its performance obligation excused thereby, which by the exercise of due diligence such Party could not reasonably have been expected to avoid and which by exercise of due diligence it has been unable to overcome. Force Majeure does not include: (i) a failure of performance of any individual or entity, including any individual or entity providing electric transmission or distribution service or fuel transportation to a Generating Facility, except to the extent that such failure was caused by an event that would otherwise qualify as Force Majeure; (ii) failure to timely apply for or obtain Permits or other credits required to Operate a Generating Facility; (iii) breakage or malfunction of equipment (except to the extent that such failure was caused by an event that would otherwise qualify as Force Majeure); (iv) the lack of wind, solar irradiation or other fuel source of an inherently intermittent nature; or (v) any delay in providing, or cancellation of, interconnection service.
|
Form 14-786
10/2011
|
|
28.
|
"Forecast", "Forecast Requirements" and "Forecast Procedures" have the meanings set forth in Appendix E.
|
29.
|
"Generating Facility" means Producer's Renewable and Non-renewable Generating Facilities, as more particularly described in Appendix A, together with all materials, equipment systems, structures, features and improvements necessary to produce electric energy at such facility, excluding the Site, land rights and interests in land.
|
30.
|
"Governmental Authority" means:
|
|
a)
|
Any federal, state, local, municipal or other government;
|
|
b)
|
Any governmental, regulatory or administrative agency, commission, or other authority lawfully exercising or entitled to exercise any administrative, executive, judicial, legislative, police, regulatory or taxing authority or power; or
|
|
c)
|
Any court or governmental tribunal.
|
31.
|
"Green Attributes" means any and all credits, benefits, em1ss1ons reductions, offsets, and allowances, howsoever entitled, attributable to the generation from the Generating Facility unit(s) and its displacement of conventional energy generation. Green Attributes include but are not limited to Renewable Energy Credits, as well as:
|
|
a)
|
Any avoided emissions of pollutants to the air, soil or water such as sulfur oxides (SOx), nitrogen oxides (NOx), carbon monoxide (CO) and other pollutants;
|
|
b)
|
Any avoided emissions of carbon dioxide (C02), methane (CH4), nitrous oxide, hydrofluorocarbons, perfluorocarbons, sulfur hexafluoride and other greenhouse gases (GHGs) that have been determined by the United Nations Intergovernmental Panel on Climate Change, or otherwise by law, to contribute to the actual or potential threat of altering the Earth's climate by trapping heat in the atmosphere;
|
|
c)
|
The reporting rights to these avoided emissions, including, without limitation, such as Green Tag Reporting Rights; and
|
|
e)
|
Any electric energy, capacity, reliability or other power attributes from the Generating
|
|
Facility unit(s);
|
|
f)
|
Production Tax Credits associated with the construction or operation of the Generating Facility and other financial incentives in the form of credits, reductions, or allowances associated with the Generating Facility)that are applicable to a state or federal income taxation obligation;
|
Form 14-786
10/2011
|
|
|
g)
|
Fuel-related subsidies or "tipping fees" that may be paid to Producer to accept certain fuels, or local subsidies received by the Producer for the destruction of particular pre existing pollutants or the promotion of local environmental benefits; or
|
|
h)
|
Emission reduction credits encumbered or used by the Generating Facility for compliance with local, state, or federal operating and/or air quality permits.
|
32.
|
"Gross Power Rating" means the value, in kW, set forth in Section 2.3.
|
33.
|
"Initial Operation" means the date the Renewable Generating Facility first Interconnects and Operates in parallel with SCE's Distribution System and the NGOM records electric energy received by SCE from the Renewable Generating Facility.
|
34.
|
"Initial Operation Deadline" has the meaning set forth in Section 2.9
|
35.
|
"Initial Synchronization" means the Generating Facility is operating in parallel with SCE's Distribution System and the first kWh of electric energy is measured by the NGOM,or SCE Meter, as applicable.
|
36.
|
"Interconnect" or "Interconnection" have the meanings set forth in SCE's Rule 21 or the WDAT, as applicable.
|
37.
|
"Interconnection Facilities Financing and Ownership Agreement" means that certain agreement between Producer and SCE attached hereto as Appendix B.
|
38.
|
"Interest Rate" means an annual rate equal to the rate published in The Wall Street Journal as the "Prime Rate" (or, if more than one rate is published, the arithmetic mean of such rates) as of the date payment is due plus two (2) percentage points; provided, however, that in no event will the Interest Rate exceed the maximum interest rate permitted by Applicable Laws.
|
39.
|
"Kw'' means a kilowatt (1,000 watts) of electric power.
|
40.
|
"kWh" means a kilowatt-hour ( 1,000 watt-hours) of electric energy.
|
41.
|
"Lender" means any financial institutions or successors in interest or assignees that provide(s) development, bridge, construction, permanent debt or tax equity financing or refinancing for the Generating Facility to Producer.
|
42.
|
"Letter of Credit" means an irrevocable, nontransferable standby letter of credit provided by Producer from an issuer acceptable to SCE that is either a U.S. commercial bank or a U.S. branch of a foreign bank with the bank having a Credit Rating of at least "A-" from S&P and Fitch and "A3" from Moody's, in a form approved by SCE. Producer must bear the costs of all Letters of Credit.
|
43.
|
"Market Price Referent" or "MPR" means the market price referent applicable to this Agreement as determined by the CPUC in accordance with California Public Utilities Code Section 399.15(c) for the Term as set forth in Section 6.2.
|
44.
|
"Moody's" means Moody's Investor Services, Inc.
|
Form 14-786
10/2011
|
|
45.
|
"Net Generation Output Meter" or "NGOM" has the meaning set forth in SCE's Rule 21.
|
46.
|
"Net Power Rating" is the value Gross Power Rating minus Station Use, in kW. The Net Power
|
|
Rating shall not exceed 1,500 kW per California Public Utilities Code Section 399.20{h).
|
47.
|
"Non-renewable Generating Facility" means Producer's electric generating facility that exists on the Premises identified in Appendix A, but does not comply with the requirements set forth in Appendix C or Appendix D.
|
48.
|
"Notice" has the meaning set forth in Section 12.1.
|
49.
|
"Operate," "Operating" or "Operation" means to provide (or the provision of) all the operation, engineering, purchasing, repair, supervision, training, inspection, testing, protection, use, management, improvement, replacement, refurbishment, retirement, and maintenance activities associated with operating the Generating Facility in accordance with Prudent Electrical Practices.
|
50.
|
"Party" or "Parties" have the meaning set forth in the Preamble.
|
51.
|
"Permit" or "Permits" means all applications, approvals, authorizations, consents, filings, licenses, orders, permits or similar requirements imposed by any Governmental Authority, or the CAISO, in order to develop, construct, operate, maintain, improve, refurbish and retire the Generating Facility or to Schedule and deliver the electric energy produced by the Generating Facility to SCE, including the Authority to Construct permit.
|
|
Permits includes the documentation required by California Public Utilities Code Section 2812{d)1 for Producers subject to Section 2802 for hydroelectric Renewable Generating Facilities.
|
52.
|
"Permit Approval" means approval by the relevant regulatory agencies of any Permit and shall be deemed obtained upon the issuance of such Permit, and shall not be invalidated by the pendency of an appeal or other post-issuance challenge to the issuance of the Permit.
|
53.
|
"Point of Common Coupling" has the meaning set forth in SCE's Rule 21.
|
54.
|
"Premises" means all of the real property and apparatus employed in a single enterprise on an integral parcel of land undivided, excepting in the case of industrial, agricultural, oil field, resort enterprises, and public or quasi-public institutions, by a dedicated street, highway, or other public thoroughfare, or a railway. Automobile parking lots constituting a part of, and adjacent to, a single enterprise may be separated by an alley from the remainder of the premises served.
|
55.
|
"Producer" has the meaning set forth in the Preamble.
|
|
a)
|
All electric power and energy produced by the Renewable Generating Facility, net of Station Use of the Renewable Generating Facility; and
|
|
b)
|
All associated Environmental Attributes, Capacity Attributes, Renewable Energy Credits and Resource Adequacy Benefits.
|
Form 14-786
10/2011
|
|
59.
|
"Prudent Electrical Practices" means those practices, methods and acts that would be implemented and followed by prudent operators of electric energy generating facilities in the Western United States, similar to the Generating Facility, during the relevant time period, which practices, methods and acts, in the exercise of prudent and responsible professional judgment in the light of the facts known at the time the decision was made, could reasonably have been expected to accomplish the desired result consistent with good business practices, reliability and safety.
|
|
a)
|
Equipment, materials, resources, and supplies, including spare parts inventories, are available to meet the Generating Facility's needs;
|
|
b)
|
Sufficient operating personnel are available at all times and are adequately experienced and trained and licensed as necessary to operate the Generating Facility properly and efficiently, and are capable of responding to reasonably foreseeable emergency conditions at the Generating Facility and emergencies whether caused by events on or off the Site;
|
|
c)
|
Preventive, routine, and non-routine maintenance and repairs are performed on a basis that ensures reliable, long term and safe operation of the Generating Facility, and are performed by knowledgeable, trained, and experienced personnel utilizing proper equipment and tools;
|
|
d)
|
Appropriate monitoring and testing are performed to ensure equipment is functioning as designed;
|
|
e)
|
Equipment is not operated in a reckless manner, in violation of manufacturer's guidelines or in a manner unsafe to workers, the general public, or SCE's electric system or contrary to environmental laws, permits or regulations or without regard to defined limitations such as, flood conditions, safety inspection requirements, operating voltage, current, volt ampere reactive (VAR) loading, frequency, rotational speed, polarity, synchronization, and control system limits; and
|
|
f)
|
Equipment and components designed and manufactured to meet or exceed the standard of durability that is generally used for electric energy generating facilities operating in the Western United States and will function properly over the full range of ambient temperature and weather conditions reasonably expected to occur at the Site and under both normal and emergency conditions.
|
60.
|
"Real-Time Market" has the meaning set forth in the CAISO Tariff.
|
61.
|
"Renewable Energy Credit" has the meaning set forth in California Public Utilities Code Section 399.12(g), as may be amended from time to time or is further defined or supplemented by law."Renewable Generating Facility" means all of Producer's electric generating facilities as more particularly described in Appendix A, together with all materials, equipment systems, structures, features and improvements necessary to produce electric energy at such facility, (excluding the Site, land rights and interests in land) located at the Premises identified in Appendix A and complying with the requirements of Appendix Cor Appendix D for the entire Term of this Agreement.
|
Form 14-786
10/2011
|
|
62.
|
"Resource Adequacy Benefits" means the rights and privileges attached to the Generating Facility that satisfy any entity's resource adequacy obligations, as those obligations are set forth in any Resource Adequacy Rulings and shall include any local, zonal or otherwise locational attributes associated with the Generating Facility.
|
63.
|
"Resource Adequacy Rulings" means CPUC Decisions 04-01-050, 04-10-035, 05-10-042,06-06-064, 06-07-031 and any subsequent CPUC ruling or decision, or any other resource adequacy laws, rules or regulations enacted, adopted or promulgated by any applicable Governmental Authority, as such decisions, rulings, laws, rules or regulations may be amended or modified from time-to-time during the Term.
|
64.
|
"RPS Legislation" means the State of California Renewable Portfolio Standard Program, as codified at California Public Utilities Code Section 399.11, et seq.
|
65.
|
"RPS Requirements" and "RPS Status" have the same meanings set forth in Appendix C.
|
66.
|
"Rule" means Tariff sheets which set forth the application of all rates, charges, and service when such applicability is not set forth in and as part of the rate schedules.
|
67.
|
"S&P" means the Standard & Poor's Rating Group.
|
68.
|
"SCE" has the meaning set forth in the Preamble.
|
69.
|
"Schedule," "Scheduled" or "Scheduling" means the action of Producer and SCE, or their designated representatives of notifying, requesting, and confirming to each other the Forecast of electric energy from the Generating Facility being received by SCE at the Net Generation Output Meter.
|
70.
|
"Schedule CREST" refers to one or more Tariff sheets setting forth the charges and conditions for a customer taking service from SCE under this Tariff who meets the definition of an Eligible Customer who owns and operates an Eligible Renewable Generating Facility, as defined in Schedule CREST. This Tariff is subject to such changes or modifications by the Commission as it may from time to time direct in the exercise of its jurisdiction.
|
71.
|
"Simple Interest Payment" means a dollar amount calculated by multiplying the (i) dollar amount on which the Simple Interest Payment is based, times (ii) the Interest Rate, times (iii) the result of dividing the number of days in the calculation period by 360.
|
72.
|
"Site" means the real property on which the Renewable Generating Facility is, or will be located, as further described in Appendix A
|
73.
|
"Small Power Producer Qualifying Facility" or "SPP QF" means a facility certified by the FERC as a small power producer and certified by the CEC as an ERR that was in service prior to January 1, 2002.
|
74.
|
"SPP QF Requirements", "SPP QF Status", "SPP QF Status Change" and "SPP QF Warranty" have the meanings set forth in Appendix D.
|
75.
|
"Station Use" means the electric energy produced by the Renewable or Non-renewable Generating Facility that is:
|
|
a)
|
Used within the respective Generating Facility to power the lights, motors, control systems and other electrical loads that are necessary for Operation; and
|
Form 14-786
10/2011
|
|
76.
|
"Tariff(s)" mean(s) the entire body of effective rates, rentals, charges, and rules collectively of SCE, as set forth herein, and including title page, preliminary statement, service area maps, rate schedules, list of contracts and deviations, Rules, and sample forms.
|
77.
|
"Term" has the meaning used in Appendix H.
|
78.
|
"Term End Date" means 12:01 A.M. on the day following the completion of the Term specified in Appendix H.
|
79.
|
"Term Start Date" means the date of Initial Operation as specified in Appendix H upon SCE's completion of Appendix H.
|
80.
|
"Term Year" means a twelve (12) month period beginning on the first day of the calendar month following Initial Operation and each successive twelve (12) month period thereafter.
|
81.
|
"TOU Periods" means the time of use periods for determination of payments as set forth in Appendix G.
|
82.
|
"Transmission Provider" means any entity or entities responsible for the interconnection of the Generating Facility with SCE's Distribution System or transmitting the Product on behalf of Producer from the Generating Facility to the Point of Common Coupling.
|
83.
|
"WATER" means Water/Wastewater t,gency Iariff for sligible Benewables the SCE Tariff schedule that implements Assembly Bill1969.
|
84.
|
"WDAT" means SCE's Wholesale Distribution Access Tariff.
|
85.
|
"WECC" means the Western Electricity Coordinating Council, the regional reliability council for the Western United States, Southwestern Canada, and Northwestern Mexico.
|
86.
|
"Web Client" has the meaning set forth in Appendix E.
|
Form 14-786
10/2011
|
|
Time of Use Periods ("TOU Periods")
|
|||
TOU Period
|
Summer
Jun 1st – Sep 30th
|
Winter
Oct 1st – May
31st
|
Applicable Days
|
On-Peak
|
Noon - 6:00 p.m.
|
Not Applicable.
|
Weekdays except
Holidays.
|
Mid-Peak
|
8:00 a.m. – Noon
|
8:00 a.m. – 9:00
p.m.
|
Weekdays except
Holidays.
|
6:00 p.m. – 11:00
p.m.
|
Weekdays except
Holidays.
|
||
Off-Peak
|
11:00 p.m. – 8:00
a.m.
|
6:00 a.m. – 8:00
a.m.
|
Weekdays except
Holidays.
|
9:00 p.m. –
Midnight
|
Weekdays except
Holidays.
|
||
Midnight –
Midnight
|
6 a.m. –
Midnight
|
Weekends and Holidays
|
|
Super-Off-Peak
|
Not Applicable.
|
Midnight – 6:00
a.m.
|
Weekdays, Weekends and
Holidays
|
Energy Allocation Factors (Factor "B" in Section 6.5)
|
||||
Season
|
TOU
|
Calculation Method
|
Energy Allocation
Factor
|
|
Summer
|
On-Peak
|
Fixed Value
|
3.13
|
(R)
|
Mid-Peak
|
Fixed Value
|
1.35
|
(I)
|
|
Off-Peak
|
Fixed Value
|
0.75
|
(I)
|
|
Winter
|
Mid-Peak
|
Fixed Value
|
1.00
|
(R)
|
Off-Peak
|
Fixed Value
|
0.83
|
(I)
|
|
Super-Off-Peak
|
Fixed Value
|
0.61
|
(R)
|
Form 14-786
10/2011
|
|
1.
|
The Renewable Generating Facility's date of Initial Operation is ________________. (SCE to confirm date using NGOM data.)
|
3.
|
Product Price for this Agreement is$ 0.__________ per kWh. (SCE to confirm using applicable MPR ruling, Producer's term and Initial Operation date.)
|
Form 14-786
10/2011
|
|
SOUTHERN CALIFORNIA
EDISON
|
Renewable and Alternative Power
California Renewable Energy Small Tariff AGREEMENT
|
|
An EDISON INTERNATIONAL Company
|
||
GFID Number 5618; RAP ID Number 5669
|
1.1.
|
This Agreement provides for Producer to Interconnect and Operate a Renewable Generating Facility in parallel with SCE's Distribution System. This Agreement requires the Producer to be a retail customer and to obtain retail electrical service from SCE to serve all the electrical loads, net of any other Non-renewable Generating Facility, except as otherwise permitted under SCE's Tariffs, at the Premises identified in Appendix A. This Agreement also provides for Producer to sell energy, net of Station Use, produced by the Renewable Generating Facility directly to SCE provided the Renewable Generating Facility satisfies the Eligible Renewable Resource Facility Requirements as set forth in Appendix C, or the Small Power Producer Qualifying Facility Requirements and the Eligible Renewable Resource Facility Requirements set forth in Appendix D. This Agreement does not constitute an agreement by SCE to provide retail electrical service to Producer. Such arrangements must be made separately between SCE and Producer.
|
1.2.
|
In consideration of the mutual promises and obligations stated in this Agreement and its attachments, the Parties agree as follows:
|
2.1.
|
A description of the Renewable Generating Facility, including a summary of its significant components, a drawing showing the general arrangement of the Producer's Renewable Generating Facility, and a single-line diagram illustrating the Interconnection of the Renewable Generating Facility and loads with SCE's Distribution System, is attached hereto and incorporated herein as Appendix A.
|
2.2.
|
Name and address used by SCE to locate the electric Service Account(s) and Premises used to Interconnect the Renewable Generating Facility with SCE's Distribution System:
|
Coronus Apple Valley East 1 LLC
|
|
10501 Central Road
|
|
Apple Valley, CA 92252
|
|
3-039 5461-04 Service Account (if known)
|
Form 14-786
10/2011
|
|
|
2.4.
|
The Net Power Rating of the Renewable Generating Facility is 1,500 kW.
|
|
2.5.
|
The maximum (instantaneous) level of power that may be exported through the Point of Common Coupling by the Renewable Generating Facility to SCE's Distribution System is 1,500 kW. Please supply estimate!
|
|
2.6.
|
The annual energy production of the Renewable Generating Facility, net of Station Use, measured by the NGOM is expected to be 3,603,000 kWh. Please supply estimate!
|
|
2.7.
|
The annual energy exported through the Point of Common Coupling from the Producer's Premises identified in Appendix A beyond Producer's use is expected to be 3,603,000 kWh. Please supply estimate!
|
|
2.8.
|
The Renewable Generating Facility's expected date of Initial Operation is December 15, 2013..
|
|
(a)
|
Subject to any extensions made pursuant to Sections 2.9(b) or 2.9(c), and further subject to Section 2.9(d), Initial Operation must be no later than the earlier of (i) one hundred twenty (120) days from the Initial Synchronization Dale, and (ii) eighteen (18) months from the date of PPA Effective Date ("Initial Operation Deadline").
|
|
(b)
|
If all of the interconnection facilities, transmission upgrades and new transmission facilities, if any, described in Producer's interconnection agreement and required to interconnect the Generating Facility to SCE's Distribution System have not been completed and placed into operation by the CAISO or the Transmission Provider on the estimated completion date set forth in Producer's interconnection agreement, then, upon SCE's receipt of Notice from Producer, which Notice must be provided at least sixty (60) days before the date that is eighteen (18) months from the PPA Effective Date, the Initial Operation Deadline shall be extended on a day-for-day basis until all of the interconnection facilities, transmission upgrades and new transmission facilities, if any, described in Producer's interconnection agreement and required to interconnect the Generating Facility to SCE's Distribution System have been completed and placed into operation by the CAISO or the Transmission Provider, exception the extent any delay in such completion and placement into operation results from Producer failing to complete its obligations, take all actions and meet all of its deadlines under Producer's interconnection agreement needed to ensure timely completion and operation of such interconnection facilities, transmission upgrades and new transmission facilities.
|
|
(c)
|
If Producer has not obtained Permit Approval on or before that date that is ninety (90) days before the date that is eighteen (18) months from the PPA Effective Date, then, upon SCE's receipt of Notice from Producer, which Notice must be provided at least sixty (60) days before the date that is eighteen (18) months from the PPA Effective Date, the Initial Operation Deadline shall be extended on a day-for-day basis until Producer obtains Permit Approval, except to the extent any such delay results from Producer failing to take all commercially reasonable actions to apply for and meet all of its requirements and deadlines to obtain such Permit Approval.
|
Form 14-786
10/2011
|
|
|
(d)
|
Notwithstanding anything in this Agreement to the contrary, the Initial Operation Deadline may not be later than twenty-four (24) months from the PPA Effective Date.
|
|
[x] Does meet with the requirements for "Eligible Renewable Resource" as such term is used in Section 399.11 et seq. of the California Public Utilities Code.
|
|
[ ] Does meet with both the requirements for "Cogeneration" as such term is used in Section 216.6 of the California Public Utilities Code and with the requirements for "Eligible Renewable Resource" as such term is used in Section 399.11 et seq. of the California Public Utilities Code.
|
|
[ ] Does meet with both the requirements for a Small Power Producer Qualifying Facility pursuant to the regulations of the Federal Energy Regulatory Commission (18 Code of Federal Regulations Part 292, Section 292.203 et seq.) implementing the Public Utility Regulatory Policies Act of 1978 as Amended by the Energy Policy Act of 2005 and with the requirements for "Eligible Renewable Resource" as such term is used in Section 399.11 et seq. of the California Public Utilities Code.
|
Appendix A-
|
Description of Renewable Generating Facility and Single-Line Diagram
|
|
(Supplied by Producer)
|
||
Appendix B -
|
A copy of Interconnection Facilities Financing and Ownership
|
|
Agreement, if applicable (supplied by SCE)
|
||
Appendix C-
|
Producer's warranty that the Renewable Generating Facility meets with the requirements for "Eligible Renewable Resource" as defined in Section 399.11 et seq. of the California Public Utilities Code, if applicable.
|
|
Appendix D -
|
Producer's warranty that the Renewable Generating Facility, prior to January 1, 2002 met and continues to meet with the requirements for both a Small Power Producer Qualifying Facility pursuant to the regulations of the Federal Energy Regulatory Commission (18 Code of Federal Regulations Part 292, Section 292.203 et seq.) implementing the Public Utility Regulatory Policies Act of 1978 as Amended by the Energy Policy Act of 2005 and "Eligible Renewable Resource" as defined in Section 399.11 et seq. of the California Public Utilities Code, if applicable.
|
|
Appendix E-
|
Forecast Requirements for Generating Facilities that have a Net Power
|
|
Rating greater or equal to 500 kW
|
Form 14-786
10/2011
|
|
Appendix F -
|
Definitions
|
|
Appendix G -
|
TOU Periods and Energy Allocation Factors
|
|
Appendix H-
|
Summary of Dates, Term and Product Price for this Agreement
|
4.1.
|
SCE may terminate this Agreement on Notice, which termination becomes effective on the date specified by SCE in such Notice, if:
|
|
(a)
|
Producer fails to take all corrective actions specified in any SCE Notice, within the time frame set forth in such Notice, that any Generating Facility is out of compliance with any term of this Agreement;
|
|
(b)
|
Producer fails to interconnect and Operate a Generating Facility, in accordance with the terms of this Agreement, within one hundred twenty (120) days after SCE delivers electric energy to such Generating Facility for Station Use;
|
|
(c)
|
Producer abandons any Generating Facility;
|
|
(d)
|
Electric output from any Generating Facility ceases for twelve (12) consecutive months;
|
|
(e)
|
The Term does not commence within eighteen (18) months of the Effective Date, subject to any extensions herein as to which Producer is the Claiming Party or under Section 2.9(b) and 2.9(c);
|
|
(f)
|
Producer or the owner of a Site applies for or participates in the California Solar Initiative or any net energy metering tariff with respect to any Generating Facility at such Site; or
|
|
(g)
|
Producer has not installed any of the equipment or devices necessary for any Generating Facility to satisfy the Gross Power Rating of such Generating Facility, as set forth in Section 2.3.
|
|
(a)
|
If any representation or warranty in this Agreement made by the other Party is false or misleading in any material respect when made or when deemed made or repeated if the representation or warranty is continuing in nature, if such misrepresentation or breach of warranty is not remedied within ten (10) Business Days after Notice thereof from the nonbreaching Party to the breaching Party;
|
|
(b)
|
Except for an obligation to make payment when due, if there is a failure of the other Party to perform any material covenant or obligation set forth in this Agreement (except to the extent such failure provides a separate termination right for the non-breaching Party or to the extent excused by Force Majeure), if such failure is not remedied within thirty (30) days after Notice thereof from the non-breaching Party to the breaching Party;
|
|
(c)
|
If the other Party fails to make any payment due and owing under this Agreement, if such failure is not cured within five (5) Business Days after Notice thereof from the non-breaching Party to the breaching Party; or
|
|
(d)
|
In accordance with Section 19.4.
|
|
(e)
|
This Agreement automatically terminates on the Term End Date.
|
|
(f)
|
If a Party terminates this Agreement in accordance with Section 4, such Party will have the right to immediately suspend performance under this Agreement and pursue all remedies available at law or in equity against the other Party (including seeking monetary damages).
|
Form 14-786
10/2011
|
|
5.1.
|
Producer is responsible for Operating the Renewable Generating Facility in compliance with all of SCE Tariffs, including but not limited to Rule 21, and any other regulations and laws governing the Interconnection of the Renewable Generating Facility.
|
5.2.
|
The Renewable Generating Facility Net Power Rating shall be less than or equal to 1,500 kW.
|
5.3.
|
Producer shall not deliver reactive power to SCE's Distribution System unless the Parties have otherwise agreed in writing.
|
5.4.
|
The Renewable Generating Facility shall be Operated with all of Producer's Protective Functions in service and in accordance with Prudent Electrical Practices whenever the Renewable Generating Facility is Operated in parallel with SCE's Distribution System. Any deviation from these requirements may occur only when the Parties have agreed to such deviations in writing.
|
5.5.
|
For Renewable Generating Facility having a Net Power Rating equal to or greater than 500 kW, the Parties shall comply with the forecasting provisions of Appendix E.
|
5.6.
|
SCE shall have ingress and egress to examine the Site and Generating Facility for purposes connected with this Agreement.
|
6.1.
|
The amount of energy purchased under this Agreement shall be determined by electrical meters and equipment owned, Operated, and maintained by SCE.
|
6.2.
|
The Product Price, as set forth in Section 3 of Appendix H, shall equal the Market Price Referent ("MPR") most recently determined by the Commission prior to the Execution Date, using the project on-line year in which the date of actual Initial Operation occurs as described in Appendix H, and the Term as elected in Appendix H.
|
Adopted 2011 Market Price Referents
|
||||
(Nominal- dollars/kWh)
|
||||
Resource Type
|
10-Year
|
15-Year
|
20-Year
|
25-Year
|
2012 Baseload MPR
|
0.07688
|
0.08352
|
0.08956
|
0.09274
|
2013 Baseload MPR
|
0.08103
|
0.08775
|
0.09375
|
0.09695
|
2014 Baseload MPR
|
0.08454
|
0.09151
|
0.09756
|
0.10081
|
2015 Baseload MPR
|
0.08804
|
0.09520
|
0.10132
|
0.10464
|
2016 Baseload MPR
|
0.09156
|
0.09883
|
0.10509
|
0.10848
|
2017 Baseload MPR
|
0.09488
|
0.10223
|
0.10859
|
0.11206
|
2018 Baseload MPR
|
0.09831
|
0.10570
|
0.11218
|
0.11572
|
2019 Baseload MPR
|
0.10186
|
0.10928
|
0.11587
|
0.11946
|
2020 Baseload MPR
|
0.10550
|
0.11296
|
0.11965
|
0.12326
|
6.3.
|
Producer agrees to sell all electric energy produced by the Renewable Generating Facility as specified herein in Section 6.4 below together with all Green Attributes, Capacity Attributes and Resource Adequacy Benefits (collectively, the "Attributes") to SCE.
|
6.4.
|
SCE shall pay Producer for all Attributes and all electrical energy, net of Station Use, measured by the Net Generation Output Meter ("NGOM") as defined in SCE's Rule 21 and located as shown on the Single-Line Diagram of Appendix A
|
Form 14-786
10/2011
|
|
6.5.
|
For the purpose of calculating monthly payments, the amount measured by the NGOM shall be time-differentiated according to the time period and season of the receipt of Product by SCE from Producer ("TOU Periods") and the pricing shall be weighted by the Energy Allocation Factors set forth in Appendix G.
|
6.6.
|
SCE shall adjust the energy and demand amounts recorded by the SCE billing meter at the Point of Common Coupling, as defined in SCE's Rule 21, to reflect the net generation output amounts measured by the NGOM for purposes of billing the Producer in accordance with SCE's applicable Tariff rate schedule(s).
|
6.7.
|
SCE shall determine the amount of energy received by SCE pursuant to this Agreement for each monthly period and provide a statement to Producer approximately thirty (30) days after each. monthly meter reading date.
|
6.8.
|
SCE shall not be obligated to issue a payment to Producer until the amount due for the energy received pursuant to this Agreement exceeds one thousand dollars ($1000), except that SCE shall pay all amounts due to Producer pursuant to this Agreement at least once per calendar year no later than 30 days after the end of the calendar year.
|
6.9.
|
Unless otherwise agreed in writing by the Parties, any payment due for Product received under this Agreement shall be satisfied by SCE issuing a check to Producer. Alternatively, SCE reserves the right, but shall not be obligated to apply any amount owed to Producer toward any amounts due to SCE from Producer for any charges incurred under this ·Agreement or for past due bills for electric service or for SCE services.
|
6.10.
|
In the event adjustments to SCE's payments are required as a result of inaccurate metering equipment, SCE shall determine the correct amount of energy received under this Agreement during the period of inaccuracy and recompute the amount due to or from Producer. Any refund due and payable to SCE or due by SCE to Producer resulting from inaccurate metering shall be made within thirty (30) calendar days of SCE's Notice to Producer by SCE of the amount due.
|
6.11.
|
Monthly charges, if any, associated with Interconnection Facilities shall be billed and paid pursuant to the applicable Interconnection Facilities Financing and Ownership Agreement in Appendix B and monthly charges, if any, associated with electric service provided by SCE shall be billed and paid pursuant to the applicable Tariffs filed by SCE with the Commission.
|
Form 14-786
10/2011
|
|
7.1.
|
Producer and/or SCE, as appropriate, shall provide Interconnection Facilities that adequately protect SCE's Distribution System, personnel, and other persons from damage or injury, which may be caused by the Operation of Producer's Renewable Generating Facility.
|
7.2.
|
Producer shall be solely responsible for the costs, design, purchase, construction, Operation, and maintenance of the Interconnection Facilities that Producer owns.
|
7.3.
|
If the provisions of SCE's Rule 21, or any other Tariff approved by the Commission, require SCE to own and operate a portion of the Interconnection Facilities, Producer and SCE shall promptly execute an Interconnection Facilities Financing and Ownership Agreement that establishes and allocates responsibility for the design, installation, Operation, maintenance, and ownership of the Interconnection Facilities. This agreement shall be attached to and made a part of this Agreement as Appendix B.
|
8.1.
|
Producer shall promptly curtail the production of the Generating Facility: (i) upon Notice from SCE that SCE has been instructed by the CAISO or the Transmission Provider to curtail energy deliveries; (ii) upon Notice that Producer has been given a curtailment order or similar instruction in order to respond to an Emergency; (iii) if no CAISO Schedule was awarded in either the Day-Ahead Market or the Real-Time Market and SCE notifies Producer to curtail the production of the Generating Facility; or (iv) if SCE issues an OSGC Order.
|
8.2.
|
For each day of the Term, if no CAISO Schedule is awarded for the Forecasted energy in both the Day-Ahead Market and Real-Time Market for such day, and the Generating Facility has not been curtailed pursuant to Section 8.1(i) or (ii), then, so long as Producer's actual availability establishes that the Generating Facility would have been able to deliver but for the fact an CAISO Schedule was not awarded, SCE shall pay Producer the Product Price, as adjusted by Appendix G, for the amount of energy Producer would have been able to deliver but for the fact that Producer did not receive an CAISO Schedule. The amount of energy that could have been delivered will be determined in accordance with Section 8.4.
|
8.3.
|
If SCE bids the energy from the Generating Facility into the Day-Ahead Market or Real-Time Market and the CAISO awards an CAISO Schedule as a result of that bid, SCE shall have the right, but not the obligation, to order Producer to curtail the delivery of energy (an "OverSchedule Generation Curtailment Order" or "OSGC Order") in excess of an CAlSO Schedule awarded pursuant to this Section 8.3 (the "Over-Schedule Generation Curtailment Quantity" or "OSGC Quantity"). SCE shall pay Producer the Product Price, as adjusted by Appendix G, for the OSGC Quantity Producer would have been able to deliver but for the fact that SCE issued an OSGC Order. The amount of energy that could have been delivered will be determined in accordance with Section 8.4.
|
8.4.
|
SCE shall estimate the amount of energy the Generating Facility would have been able to deliver under Sections 8.2 and 8. 3. SCE shall apply accepted industry standards in making such an estimate and take into consideration the actual availability of the Generating Facility, past performance of the Generating Facility, meteorological data, solar irradiance data (if applicable), and any other relevant information. Producer shall cooperate with SCE's requests for information associated with any estimate made hereunder. SCE's estimates under this Section 8 for the amount of energy that the Generating Facility would have been able to deliver under Sections 8.2 and 8.3 will be determined in SCE's sole discretion.
|
Form 14-786
10/2011
|
|
h
|
|
9.1.
|
On or before the thirtieth (301 ) day following the Effective Date, Producer shall post and thereafter maintain a development fee (the "Development Security") equal to twenty dollars ($20) for each kilbwatt of the Gross Power Rating. The Development Security will be held by SCE and must be in the form of either a cash deposit or the Letter of Credit. If Producer establishes the Development Security in the form of a cash deposit, SCE shall make monthly Simple Interest Payments to Producer in accordance with the terms of this Agreement.
|
|
(a)
|
Demonstrates to SCE's satisfaction that Producer has installed all of the equipment or devices necessary for the Generating Facility to satisfy the Gross Power Rating of such Generating Facility, SCE shall return the Development Security to Producer within thirty (30) days of Initial Operation;
|
|
(b)
|
Has not installed any of the equipment or devices necessary for any Generating Facility to satisfy any of the Gross Power Rating, Producer shall forfeit, and SCE shall have the right to retain, the entire Development Security and terminate this Agreement; or
|
|
(c)
|
Has installed only a portion of the equipment or devices necessary for a Generating Facility to satisfy the Gross Power Rating of such Generating Facility, SCE shall return, within thirty (30) days of Initial Operation, only the portion of the Development Security equal to the product of twenty dollars ($20) per kW of the portion of the Gross Power Rating available to deliver the Product to SCE at the Point of Common Coupling. This Section 9.2 is subject to any extension of Initial Operation as to which Producer is the Claiming Party or under Section 2.9(b) and 2.9(c).
|
11.1.
|
In connection with Producer's performance of its duties and obligations under this Agreement, Producer shall maintain, during the term of this Agreement, general liability insurance with a combined single limit of not less than:
|
|
(a)
|
Two million dollars ($2,000,000) for each occurrence if the Gross Power Rating of Producer's Renewable Generating Facility is greater than one hundred (100) kW;
|
|
(b)
|
One million dollars ($1,000,000) for each occurrence if the Gross Power Rating of Producer's Renewable Generating Facility is greater than twenty (20) kW and less than or equal to one hundred (100) kW; and
|
|
(c)
|
Five hundred thousand dollars ($500,000) for each occurrence if the Gross Power Rating of Producer's Renewable Generating Facility is twenty (20) kW or less.
|
|
(d)
|
Two hundred thousand dollars ($200,000) for each occurrence if the Gross Power Rating of Producer's Renewable Generating Facility is ten (10) kW or less and Producer's Renewable Generating Facility is connected to an account receiving residential service from SCE.
|
Form 14-786
10/2011
|
|
11.2.
|
The general liability insurance required in Section 11.1 shall, by endorsement to the policy or policies, (a) include SCE as an additional insured; (b) contain a severability of interest clause or cross-liability clause; (c) provide that SCE shall not by reason of its inclusion as an additional insured incur liability to the insurance carrier for payment of premium for such insurance; and (d) provide for thirty (30) calendar days' written notice to SCE prior to cancellation, termination, alteration, or material change of such insurance.
|
11.3.
|
If Producer's Renewable Generating Facility is connected to an account receiving residential service from SCE and the requirement of Section 11.2(a) prevents Producer from obtaining the insurance required in Section 11.1, then upon Producer's written Notice to SCE in accordance with Section 12.1, the requirements of Section 11.2(a) shall be waived.
|
11.4.
|
Evidence of the insurance required in Section 11.2 shall state that coverage provided is primary and is not in excess to or contributing with any insurance or self-insurance maintained by SCE.
|
11.5.
|
Producer agrees to furnish the required certificates and endorsements to SCE prior to Initial Operation. SCE shall have the right to inspect or obtain a copy of the original policy or policies of insurance.
|
11.6.
|
If Producer is self-insured with an established record of self-insurance, Producer may comply with the following in lieu of Sections 11.1 through 11.4:
|
|
(a)
|
Producer shall provide to SCE, at least thirty (30) calendar days prior to the date of Initial Operation, evidence of an acceptable plan to self-insure to a level of coverage equivalent to that required under Section 11.1.
|
|
(b)
|
If Producer ceases to self-insure to the level required hereunder, or if Producer is unable to provide continuing evidence of Producer's ability to self-insure, Producer agrees to immediately obtain the coverage required under Section 11.1.
|
11.7.
|
All insurance certificates, statements of self insurance, endorsements, cancellations, terminations, alterations, and material changes of such insurance shall be issued, clearly labeled with agreement ID number and submitted to the following:
|
12.1.
|
Any written notice, demand, or request required or authorized in connection with this Agreement ("Notice") shall be deemed properly given if delivered in person or sent by first class mail, postage prepaid, to the person specified below:
|
Form 14-786
10/2011
|
|
12.2.
|
A Party may change its address for Notices at any time by providing the other Party Notice of the change in accordance with Section 12.1.
|
12.3.
|
All Notices must reference the agreement ID number set forth on the first page of this Agreement.
|
12.4.
|
Notices (other than forecasts and schedules) shall, unless otherwise specified herein, be in writing and may be delivered in person, United States mail or overnight courier service.
|
12.5.
|
Notice by hand delivery shall be effective at the close of business on the day actually received, if received during business hours on a Business Day, and otherwise shall be effective at the close of business on the next Business Day, unless a different date for the Notice to go into effect is stated in another section of this Agreement.
|
12.6.
|
Notice by overnight United States mail or courier shall be effective on the next Business Day after it was sent.
|
12.7.
|
The Parties may also designate operating representatives to conduct the daily communications, which may be necessary or convenient for the administration of this Agreement. Such designations, including names, addresses, and phone numbers may be communicated or revised by Notice provided in accordance herewith.
|
13.1.
|
SCE shall have the right to review and obtain copies of Producer's operations and maintenance records, logs, or other information such as, but not limited to, unit availability, maintenance outages, circuit breaker operation requiring manual reset, relay targets and unusual events pertaining to Producer's Renewable Generating Facility or its Interconnection with SCE's Distribution System.
|
|
(a)
|
Producer authorizes SCE to release to the CEC and/or the Commission information regarding the Renewable Generating Facility, including the Producer's name and location, and the size, location and operational characteristics of the Renewable Generating Facility, the Term, the ERR type, the Initial Operation Date·and the Net Power Rating of the Renewable Generating Facility, as requested from time to time pursuant to the CEC's or Commission's rules and regulations.
|
Form 14-786
10/2011
|
|
16.
|
GOVERNING LAW, JURISDICTION OF COMMISSION, INCLUSION OF SCE's TARIFF RATE SCHEDULES, DEFINED TERMS
|
16.1.
|
This Agreement shall be interpreted, governed, and construed under the laws of the State of California as if executed and to be performed wholly within the State of California without giving effect to choice of law provisions that might apply to the law of a different jurisdiction. Each Party waives its respective right to any jury trial with respect to any litigation arising under or in connection with this Agreement
|
16.2.
|
The Interconnection and services provided under this Agreement shall at all times be subject to the terms and conditions set forth in the Tariffs applicable to the electric service provided by SCE. Copies of such Tariffs are available at www.sce.com or by request to SCE and are incorporated by reference into this Agreement.
|
16.3.
|
When initially capitalized, whether in the singular or in the plural, the terms used herein shall have the meanings assigned to them either in this Agreement, Appendix F; in SCE's Rule 1 or Rule 21, Section H; or SCE's Schedule CREST. If any term is defined in both Rule 1 and Rule 21, the definition in Rule 21 shall prevail. If any term is defined in both Schedule CREST and this Agreement, the definition in Schedule CREST shall prevail.
|
18.1.
|
This Agreement, including any incorporated Tariffs and Rules, contains the entire agreement and understanding between the Parties, their agents, and employees as to the subject matter of this Agreement. Each Party also represents that in entering into this Agreement, it has not relied on any promise, inducement, representation, warranty, agreement or other statement not set forth in this Agreement or in the incorporated Tariffs and Rules.
|
19.1.
|
Neither Party shall be in default in the performance of any of its obligations set forth in this Agreement, except for obligations to pay money, when and to the extent failure of performance is caused by Force Majeure.
|
Form 14-786
10/2011
|
|
19.2.
|
If a Party, because of Force Majeure, is rendered wholly or partly unable to perform its obligations when due under this Agreement, such Party (the "Claiming Party") shall be excused from whatever performance is affected by the Force Majeure to the extent so affected. In order to be excused from its performance obligations under this Agreement by reason of Force Majeure:
|
|
(a)
|
The Claiming Party, on or before the fourteenth (14th) day after the initial occurrence of the claimed Force Majeure, must give the other Party Notice describing the particulars of the occurrence; and
|
|
(b)
|
The Claiming Party must provide timely evidence reasonably sufficient to establish that the occurrence constitutes Force Majeure as defined in this Agreement.
|
19.3.
|
The suspension of the Claiming Party's performance due to Force Majeure may not be greater in scope or longer in duration than is required by such Force Majeure. In addition, the Claiming Party shall use diligent efforts to remedy its inability to perform. When the Claiming Party is able to resume performance of its obligations under this Agreement, the Claiming Party shall give the other Party prompt Notice to that effect.
|
19.4.
|
The non-Claiming Party may terminate this Agreement on at least five (5) Business Days' prior Notice, in the event of Force Majeure which materially interferes with such Party's ability to perform its obligations under this Agreement and which extends for more than 365 consecutive days, or for more than a total of 365 days in any consecutive 540-day period.
|
20.1.
|
Each Party as indemnitor shall defend, save harmless and indemnify the other Party and the directors, officers, employees, and agents of such other Party against and from any and all loss, liability, damage, claim, cost, charge, demand, or expense (including any direct, indirect, or consequential loss, liability, damage, claim, cost, charge, demand, or expense, including reasonable attorneys' fees) for injury or death to persons, including employees of either Party, and physical damage to property including property of either Party arising out of or in connection with the negligence or willful misconduct of the indemnitor relating to its obligations under this Agreement. This indemnity applies notwithstanding the active or passive negligence of the indemnitee; provided, however, that neither Party is indemnified under this Agreement for its loss, liability, damage, claim, cost, charge, demand or expense to the extent resulting from its own negligence or willful misconduct.
|
20.2.
|
Producer shall defend, save harmless and indemnify SCE, its directors, officers, employees, and agents, assigns, and successors in interest, for and against any penalty imposed upon SCE to the extent caused by Producer's failure to fulfill its obligations as set forth in Section
|
|
6.3.
|
20.3.
|
Each Party releases and shall defend, save harmless and indemnify the other Party from any and all loss, liability, damage, claim, cost, charge, demand or expense arising out of or in connection with any breach made by the indemnifying Party of its representations, warranties and covenants in Sections 2.10 and 18, and Appendices C and D. Notwithstanding anything to the contrary in this Agreement, if Producer fails to comply with the provisions of Section 11, Producer shall, at its own cost, defend, save harmless and indemnify SCE, its directors, officers, employees, and agents, assigns, and successors in interest, from and against any and all loss, liability, damage, claim, cost, charge, demand, or expense of any kind or nature (including any direct, indirect, or consequential loss, damage, claim, cost, charge, demand, or expense, including reasonable attorneys' fees and other costs of litigation), resulting from injury or death to any individual or damage to any property, including the personnel or property of SCE, to the extent that SCE would have been protected had Producer complied with all of the provisions of Section 11. The inclusion of this Section 20.3 is not intended to
|
Form 14-786
10/2011
|
|
CORONUS APPLE VALLEY EAST 1
LLC
|
SOUTHERN CALIFORNIA EDISON COMPANY
|
|||
By:
|
Jeff Thachuk
|
By:
|
Marc Ulrich
|
|
Name:
|
Jeff Thachuk
|
Name:
|
Marc Ulrich
|
|
Title:
|
President
|
Title:
|
Vice President of Renewable & Alternative Power
|
|
Date:
|
Dec. 25 2012
|
Date:
|
12 – 7 - 2012
|
Form 14-786
10/2011
|
|
Form 14-786
10/2011
|
|
Form 14-786
10/2011
|
|
Form 14-786
10/2011
|
|
Form 14-786
10/2011
|
|
Form 14-786
10/2011
|
|
Form 14-786
10/2011
|
|
|
(1)
|
Beginning the Wednesday prior to the planned Initial Operation of the Renewable Generating Facility, Producer will electronically provide SCE with an Energy Forecast for the next calendar week, by no later than 5PM Wednesday of the week preceding the week covered by the Energy Forecast.
|
|
a)
|
Not include any anticipated or expected electric energy losses between the Net Generation Output Meter and the Point of Common Coupling;
|
|
d)
|
Be sent to presched@sce.com with a copy to electrade@sce.com or through SCE-provided software, or as otherwise instructed by SCE.
|
|
(2)
|
If Producer revises any Energy Forecast submitted pursuant to Item 2(a)(i)(1) the revision in the Energy Forecast shall be communicated by Producer to SCE's Day-Ahead Group no later than 8:30a.m. the day prior to the effective date of the revision.
|
Form 14-786
10/2011
|
|
|
(3)
|
If Producer revises any Energy Forecast submitted pursuant to Item 2(a)(i)(1) or Item 2(a)(i)(2) the revision in the Energy Forecast shall be communicated by Producer to SCE's Real-Time Group no later than one half (Y,) hour prior to the CAISO's Hour-Ahead scheduling deadline.
|
|
(i)
|
In addition to the requirements set forth in Item 2(a) above, Producer shall electronically provide SCE with a rolling 30-day Energy Forecast, beginning at least thirty (30) days prior to commencement of the Term.
|
|
(1)
|
Be constructed using reasonable file formats, templates, and naming conventions agreed to by the Parties.
|
|
(3)
|
Be sent to esmstpoutage@sce.com with a copy to presched@sce.com or through SCE-provided software, or as otherwise instructed by SCE.
|
Form 14-786
10/2011
|
|
|
(ii)
|
Producer shall update the rolling 30-day hourly forecast weekly by 5:00 PM each Wednesday and send to esmstpoutage@sce.com with a copy to presched@sce.com or use an SCE provided web client (the "Web Client") if it is available.
|
|
(iii)
|
If Producer learns of any inaccuracies in its most recently submitted 30-day hourly Energy Forecast affecting the period between the date Producer learns of the inaccuracy and the date that the next updated 30-day hourly
|
Form 14-786
10/2011
|
|
1.
|
"Agreement" has the meaning set forth in the Preamble.
|
2.
|
"Applicable Law" means all constitutions, treaties, laws, ordinances, rules, regulations, interpretations, permits, judgments, decrees, injunctions, writs and orders of any Governmental Authority or arbitrator that apply to any Party, a Generating Facility or the terms of this Agreement.
|
3.
|
"Attributes" has the meaning set forth in Section 6.3.
|
4.
|
"Business Day" means any day except a Saturday, Sunday, a Federal Reserve Bank holiday, or the Friday following Thanksgiving. A Business Day shall begin at 8:00a.m. and end at 5:00p.m. local time for the Party sending the Notice or payment or performing a specified action.
|
5.
|
"CAISO" means the California Independent System Operator Corporation or successor entity that dispatches certain generating units and loads and controls the transmission facilities of entities that:
|
|
a)
|
Own, operate and maintain transmission lines and associated facilities or have entitlements to use certain transmission lines and associated facilities; and
|
6.
|
"CAISO Schedule," "CAISO Scheduled" or "CAISO Scheduling" means the action of SCE in submitting bids to the CAlSO and receiving all CAISO markets results from the CAISO; provided, that a CAISO market result where the Generating Facility is instructed to deliver zero (0) kWhs is not considered a "CAISO Schedule" for purposes of this Agreement.
|
7.
|
"CAISO Tariff" means the California Independent System Operator Corporation Operating Agreement and Tariff, including the rules, protocols, procedures and standards attached thereto, as the same may be amended or modified from time-to-time and approved by FERC.
|
8.
|
"California Solar Initiative" means the California Solar Initiative Program implemented and overseen by the CPUC, and as may be revised from time to time.
|
9.
|
"Capacity Attributes" means any and all current or future defined characteristics, certificates, tag, credits, ancillary service attributes, or accounting constructs, howsoever entitled, including any accounting construct counted toward any resource adequacy requirements, attributed to or associated with the Renewable Generating Facility or any unit of generating capacity of the Renewable Generating Facility during the Term.
|
Form 14-786
10/2011
|
|
14.
|
"Credit Rating" means with respect to any entity, on the relevant date of determination, the respective ratings then assigned to such entity's unsecured, senior long-term debt or deposit obligations (not supported by third party credit enhancement) by S&P, Fitch or Moody's. If no rating is assigned to such entity's unsecured, senior long-term debt or deposit obligation by S&P, Fitch or Moody's, then "Credit Rating" means the general corporate credit rating or long-term issuer rating assigned by the other two ratings agencies.
|
15.
|
"CREST" means .Qalifornia Renewable ];nergy .§mall Iariff the SCE Tariff schedule that expands
|
|
Tariff Schedule WATER to Eligible Customers.
|
16.
|
"Day-Ahead Market" has the meaning set forth in the CAISO Tariff.
|
17.
|
"Development Security" has the meaning set forth in Section 9.1.
|
18.
|
"Effective Date" or "PPA Effective Date" has the meaning set forth in Section 21.
|
19.
|
"Eligible Customer" has the meaning set forth in Tariff Schedule CREST.
|
20.
|
"Emergency'' means (i) an actual or imminent condition or situation which jeopardizes the integrity of the electric system or the integrity of any other systems to which the electric system is connected or any condition so defined and declared by the CAISO; or (ii) an emergency condition as defined under an interconnection agreement and any abnormal interconnection or system condition that requires automatic or immediate manual action to prevent or limit loss of load or generation supply, that could adversely affect the reliability of the electric system or generation supply, that could adversely affect the reliability of any interconnected system, or that could otherwise pose a threat to public safety.
|
21.
|
"Energy Forecast" has the meaning set forth in Appendix E.
|
22.
|
"ERR" means a generating facility that qualifies as an eligible renewable electric energy resource for purposes of the RPS Legislation.
|
23.
|
"ERR Requirements", "ERR Status", "ERRIRPS Status Change" and "ERR Warranty" have the meanings set forth in Appendix C.
|
24.
|
"Execution Date" means the date of Producer's signature in Section 21 and compliance with the eligibility requirements of Schedule CREST and any applicable Commission decision with respect to Schedule CREST.
|
25.
|
"FERC" means the Federal Energy Regulatory Commission.
|
26.
|
"Fitch" means Fitch Ratings Ltd. or its successor.
|
27.
|
"Force Majeure" means any event or circumstance (that is not anticipated as of the Effective Date) to the extent beyond the control of, and not the result of the negligence of, or caused by, the Party seeking to have its performance obligation excused thereby, which by the exercise of due diligence such Party could not reasonably have been expected to avoid and which by exercise of due diligence it has been unable to overcome. Force Majeure does not include: (i) a failure of performance of any individual or entity, including any individual or entity providing electric transmission or distribution service or fuel transportation to a Generating Facility, except to the extent that such failure was caused by an event that would otherwise qualify as Force Majeure; (ii) failure to timely apply for or obtain Permits or other credits required to Operate a Generating Facility; (iii) breakage or malfunction of equipment (except to the extent that such failure was caused by an event that would otherwise qualify as Force Majeure); (iv) the lack of wind, solar irradiation or other fuel source of an inherently intermittent nature; or (v) any delay in providing, or cancellation of, interconnection service.
|
Form 14-786
10/2011
|
|
28.
|
"Forecast", "Forecast Requirements" and "Forecast Procedures" have the meanings set forth in Appendix E.
|
29.
|
"Generating Facility" means Producer's Renewable and Non-renewable Generating Facilities, as more particularly described in Appendix A, together with all materials, equipment systems, structures, features and improvements necessary to produce electric energy at such facility, excluding the Site, land rights and interests in land.
|
30.
|
"Governmental Authority" means:
|
|
a)
|
Any federal, state, local, municipal or other government;
|
|
b)
|
Any governmental, regulatory or administrative agency, commission, or other authority lawfully exercising or entitled to exercise any administrative, executive, judicial, legislative, police, regulatory or taxing authority or power; or
|
|
c)
|
Any court or governmental tribunal.
|
31.
|
"Green Attributes" means any and all credits, benefits, em1ss1ons reductions, offsets, and allowances, howsoever entitled, attributable to the generation from the Generating Facility unit(s) and its displacement of conventional energy generation. Green Attributes include but are not limited to Renewable Energy Credits, as well as:
|
|
a)
|
Any avoided emissions of pollutants to the air, soil or water such as sulfur oxides (SOx), nitrogen oxides (NOx), carbon monoxide (CO) and other pollutants;
|
|
b)
|
Any avoided emissions of carbon dioxide (C02), methane (CH4), nitrous oxide, hydrofluorocarbons, perfluorocarbons, sulfur hexafluoride and other greenhouse gases (GHGs) that have been determined by the United Nations Intergovernmental Panel on Climate Change, or otherwise by law, to contribute to the actual or potential threat of altering the Earth's climate by trapping heat in the atmosphere;
|
|
c)
|
The reporting rights to these avoided emissions, including, without limitation, such as Green Tag Reporting Rights; and
|
|
e)
|
Any electric energy, capacity, reliability or other power attributes from the Generating
|
|
Facility unit(s);
|
|
f)
|
Production Tax Credits associated with the construction or operation of the Generating Facility and other financial incentives in the form of credits, reductions, or allowances associated with the Generating Facility)that are applicable to a state or federal income taxation obligation;
|
Form 14-786
10/2011
|
|
|
g)
|
Fuel-related subsidies or "tipping fees" that may be paid to Producer to accept certain fuels, or local subsidies received by the Producer for the destruction of particular pre existing pollutants or the promotion of local environmental benefits; or
|
|
h)
|
Emission reduction credits encumbered or used by the Generating Facility for compliance with local, state, or federal operating and/or air quality permits.
|
32.
|
"Gross Power Rating" means the value, in kW, set forth in Section 2.3.
|
33.
|
"Initial Operation" means the date the Renewable Generating Facility first Interconnects and Operates in parallel with SCE's Distribution System and the NGOM records electric energy received by SCE from the Renewable Generating Facility.
|
34.
|
"Initial Operation Deadline" has the meaning set forth in Section 2.9
|
35.
|
"Initial Synchronization" means the Generating Facility is operating in parallel with SCE's Distribution System and the first kWh of electric energy is measured by the NGOM,or SCE Meter, as applicable.
|
36.
|
"Interconnect" or "Interconnection" have the meanings set forth in SCE's Rule 21 or the WDAT, as applicable.
|
37.
|
"Interconnection Facilities Financing and Ownership Agreement" means that certain agreement between Producer and SCE attached hereto as Appendix B.
|
38.
|
"Interest Rate" means an annual rate equal to the rate published in The Wall Street Journal as the "Prime Rate" (or, if more than one rate is published, the arithmetic mean of such rates) as of the date payment is due plus two (2) percentage points; provided, however, that in no event will the Interest Rate exceed the maximum interest rate permitted by Applicable Laws.
|
39.
|
"Kw'' means a kilowatt (1,000 watts) of electric power.
|
40.
|
"kWh" means a kilowatt-hour ( 1,000 watt-hours) of electric energy.
|
41.
|
"Lender" means any financial institutions or successors in interest or assignees that provide(s) development, bridge, construction, permanent debt or tax equity financing or refinancing for the Generating Facility to Producer.
|
42.
|
"Letter of Credit" means an irrevocable, nontransferable standby letter of credit provided by Producer from an issuer acceptable to SCE that is either a U.S. commercial bank or a U.S. branch of a foreign bank with the bank having a Credit Rating of at least "A-" from S&P and Fitch and "A3" from Moody's, in a form approved by SCE. Producer must bear the costs of all Letters of Credit.
|
43.
|
"Market Price Referent" or "MPR" means the market price referent applicable to this Agreement as determined by the CPUC in accordance with California Public Utilities Code Section 399.15(c) for the Term as set forth in Section 6.2.
|
44.
|
"Moody's" means Moody's Investor Services, Inc.
|
Form 14-786
10/2011
|
|
45.
|
"Net Generation Output Meter" or "NGOM" has the meaning set forth in SCE's Rule 21.
|
46.
|
"Net Power Rating" is the value Gross Power Rating minus Station Use, in kW. The Net Power
|
|
Rating shall not exceed 1,500 kW per California Public Utilities Code Section 399.20{h).
|
47.
|
"Non-renewable Generating Facility" means Producer's electric generating facility that exists on the Premises identified in Appendix A, but does not comply with the requirements set forth in Appendix C or Appendix D.
|
48.
|
"Notice" has the meaning set forth in Section 12.1.
|
49.
|
"Operate," "Operating" or "Operation" means to provide (or the provision of) all the operation, engineering, purchasing, repair, supervision, training, inspection, testing, protection, use, management, improvement, replacement, refurbishment, retirement, and maintenance activities associated with operating the Generating Facility in accordance with Prudent Electrical Practices.
|
50.
|
"Party" or "Parties" have the meaning set forth in the Preamble.
|
51.
|
"Permit" or "Permits" means all applications, approvals, authorizations, consents, filings, licenses, orders, permits or similar requirements imposed by any Governmental Authority, or the CAISO, in order to develop, construct, operate, maintain, improve, refurbish and retire the Generating Facility or to Schedule and deliver the electric energy produced by the Generating Facility to SCE, including the Authority to Construct permit.
|
|
Permits includes the documentation required by California Public Utilities Code Section 2812{d)1 for Producers subject to Section 2802 for hydroelectric Renewable Generating Facilities.
|
52.
|
"Permit Approval" means approval by the relevant regulatory agencies of any Permit and shall be deemed obtained upon the issuance of such Permit, and shall not be invalidated by the pendency of an appeal or other post-issuance challenge to the issuance of the Permit.
|
53.
|
"Point of Common Coupling" has the meaning set forth in SCE's Rule 21.
|
54.
|
"Premises" means all of the real property and apparatus employed in a single enterprise on an integral parcel of land undivided, excepting in the case of industrial, agricultural, oil field, resort enterprises, and public or quasi-public institutions, by a dedicated street, highway, or other public thoroughfare, or a railway. Automobile parking lots constituting a part of, and adjacent to, a single enterprise may be separated by an alley from the remainder of the premises served.
|
55.
|
"Producer" has the meaning set forth in the Preamble.
|
|
a)
|
All electric power and energy produced by the Renewable Generating Facility, net of Station Use of the Renewable Generating Facility; and
|
|
b)
|
All associated Environmental Attributes, Capacity Attributes, Renewable Energy Credits and Resource Adequacy Benefits.
|
Form 14-786
10/2011
|
|
59.
|
"Prudent Electrical Practices" means those practices, methods and acts that would be implemented and followed by prudent operators of electric energy generating facilities in the Western United States, similar to the Generating Facility, during the relevant time period, which practices, methods and acts, in the exercise of prudent and responsible professional judgment in the light of the facts known at the time the decision was made, could reasonably have been expected to accomplish the desired result consistent with good business practices, reliability and safety.
|
|
a)
|
Equipment, materials, resources, and supplies, including spare parts inventories, are available to meet the Generating Facility's needs;
|
|
b)
|
Sufficient operating personnel are available at all times and are adequately experienced and trained and licensed as necessary to operate the Generating Facility properly and efficiently, and are capable of responding to reasonably foreseeable emergency conditions at the Generating Facility and emergencies whether caused by events on or off the Site;
|
|
c)
|
Preventive, routine, and non-routine maintenance and repairs are performed on a basis that ensures reliable, long term and safe operation of the Generating Facility, and are performed by knowledgeable, trained, and experienced personnel utilizing proper equipment and tools;
|
|
d)
|
Appropriate monitoring and testing are performed to ensure equipment is functioning as designed;
|
|
e)
|
Equipment is not operated in a reckless manner, in violation of manufacturer's guidelines or in a manner unsafe to workers, the general public, or SCE's electric system or contrary to environmental laws, permits or regulations or without regard to defined limitations such as, flood conditions, safety inspection requirements, operating voltage, current, volt ampere reactive (VAR) loading, frequency, rotational speed, polarity, synchronization, and control system limits; and
|
|
f)
|
Equipment and components designed and manufactured to meet or exceed the standard of durability that is generally used for electric energy generating facilities operating in the Western United States and will function properly over the full range of ambient temperature and weather conditions reasonably expected to occur at the Site and under both normal and emergency conditions.
|
60.
|
"Real-Time Market" has the meaning set forth in the CAISO Tariff.
|
61.
|
"Renewable Energy Credit" has the meaning set forth in California Public Utilities Code Section 399.12(g), as may be amended from time to time or is further defined or supplemented by law."Renewable Generating Facility" means all of Producer's electric generating facilities as more particularly described in Appendix A, together with all materials, equipment systems, structures, features and improvements necessary to produce electric energy at such facility, (excluding the Site, land rights and interests in land) located at the Premises identified in Appendix A and complying with the requirements of Appendix Cor Appendix D for the entire Term of this Agreement.
|
Form 14-786
10/2011
|
|
62.
|
"Resource Adequacy Benefits" means the rights and privileges attached to the Generating Facility that satisfy any entity's resource adequacy obligations, as those obligations are set forth in any Resource Adequacy Rulings and shall include any local, zonal or otherwise locational attributes associated with the Generating Facility.
|
63.
|
"Resource Adequacy Rulings" means CPUC Decisions 04-01-050, 04-10-035, 05-10-042,06-06-064, 06-07-031 and any subsequent CPUC ruling or decision, or any other resource adequacy laws, rules or regulations enacted, adopted or promulgated by any applicable Governmental Authority, as such decisions, rulings, laws, rules or regulations may be amended or modified from time-to-time during the Term.
|
64.
|
"RPS Legislation" means the State of California Renewable Portfolio Standard Program, as codified at California Public Utilities Code Section 399.11, et seq.
|
65.
|
"RPS Requirements" and "RPS Status" have the same meanings set forth in Appendix C.
|
66.
|
"Rule" means Tariff sheets which set forth the application of all rates, charges, and service when such applicability is not set forth in and as part of the rate schedules.
|
67.
|
"S&P" means the Standard & Poor's Rating Group.
|
68.
|
"SCE" has the meaning set forth in the Preamble.
|
69.
|
"Schedule," "Scheduled" or "Scheduling" means the action of Producer and SCE, or their designated representatives of notifying, requesting, and confirming to each other the Forecast of electric energy from the Generating Facility being received by SCE at the Net Generation Output Meter.
|
70.
|
"Schedule CREST" refers to one or more Tariff sheets setting forth the charges and conditions for a customer taking service from SCE under this Tariff who meets the definition of an Eligible Customer who owns and operates an Eligible Renewable Generating Facility, as defined in Schedule CREST. This Tariff is subject to such changes or modifications by the Commission as it may from time to time direct in the exercise of its jurisdiction.
|
71.
|
"Simple Interest Payment" means a dollar amount calculated by multiplying the (i) dollar amount on which the Simple Interest Payment is based, times (ii) the Interest Rate, times (iii) the result of dividing the number of days in the calculation period by 360.
|
72.
|
"Site" means the real property on which the Renewable Generating Facility is, or will be located, as further described in Appendix A
|
73.
|
"Small Power Producer Qualifying Facility" or "SPP QF" means a facility certified by the FERC as a small power producer and certified by the CEC as an ERR that was in service prior to January 1, 2002.
|
74.
|
"SPP QF Requirements", "SPP QF Status", "SPP QF Status Change" and "SPP QF Warranty" have the meanings set forth in Appendix D.
|
75.
|
"Station Use" means the electric energy produced by the Renewable or Non-renewable Generating Facility that is:
|
|
a)
|
Used within the respective Generating Facility to power the lights, motors, control systems and other electrical loads that are necessary for Operation; and
|
Form 14-786
10/2011
|
|
76.
|
"Tariff(s)" mean(s) the entire body of effective rates, rentals, charges, and rules collectively of SCE, as set forth herein, and including title page, preliminary statement, service area maps, rate schedules, list of contracts and deviations, Rules, and sample forms.
|
77.
|
"Term" has the meaning used in Appendix H.
|
78.
|
"Term End Date" means 12:01 A.M. on the day following the completion of the Term specified in Appendix H.
|
79.
|
"Term Start Date" means the date of Initial Operation as specified in Appendix H upon SCE's completion of Appendix H.
|
80.
|
"Term Year" means a twelve (12) month period beginning on the first day of the calendar month following Initial Operation and each successive twelve (12) month period thereafter.
|
81.
|
"TOU Periods" means the time of use periods for determination of payments as set forth in Appendix G.
|
82.
|
"Transmission Provider" means any entity or entities responsible for the interconnection of the Generating Facility with SCE's Distribution System or transmitting the Product on behalf of Producer from the Generating Facility to the Point of Common Coupling.
|
83.
|
"WATER" means Water/Wastewater t,gency Iariff for sligible Benewables the SCE Tariff schedule that implements Assembly Bill1969.
|
84.
|
"WDAT" means SCE's Wholesale Distribution Access Tariff.
|
85.
|
"WECC" means the Western Electricity Coordinating Council, the regional reliability council for the Western United States, Southwestern Canada, and Northwestern Mexico.
|
86.
|
"Web Client" has the meaning set forth in Appendix E.
|
Form 14-786
10/2011
|
|
Time of Use Periods ("TOU Periods")
|
|||
TOU Period
|
Summer
Jun 1st – Sep 30th
|
Winter
Oct 1st – May
31st
|
Applicable Days
|
On-Peak
|
Noon - 6:00 p.m.
|
Not Applicable.
|
Weekdays except
Holidays.
|
Mid-Peak
|
8:00 a.m. – Noon
|
8:00 a.m. – 9:00
p.m.
|
Weekdays except
Holidays.
|
6:00 p.m. – 11:00
p.m.
|
Weekdays except
Holidays.
|
||
Off-Peak
|
11:00 p.m. – 8:00
a.m.
|
6:00 a.m. – 8:00
a.m.
|
Weekdays except
Holidays.
|
9:00 p.m. –
Midnight
|
Weekdays except
Holidays.
|
||
Midnight –
Midnight
|
6 a.m. –
Midnight
|
Weekends and Holidays
|
|
Super-Off-Peak
|
Not Applicable.
|
Midnight – 6:00
a.m.
|
Weekdays, Weekends and
Holidays
|
Energy Allocation Factors (Factor "B" in Section 6.5)
|
||||
Season
|
TOU
|
Calculation Method
|
Energy Allocation
Factor
|
|
Summer
|
On-Peak
|
Fixed Value
|
3.13
|
(R)
|
Mid-Peak
|
Fixed Value
|
1.35
|
(I)
|
|
Off-Peak
|
Fixed Value
|
0.75
|
(I)
|
|
Winter
|
Mid-Peak
|
Fixed Value
|
1.00
|
(R)
|
Off-Peak
|
Fixed Value
|
0.83
|
(I)
|
|
Super-Off-Peak
|
Fixed Value
|
0.61
|
(R)
|
Form 14-786
10/2011
|
|
1.
|
The Renewable Generating Facility's date of Initial Operation is ________________. (SCE to confirm date using NGOM data.)
|
3.
|
Product Price for this Agreement is$ 0.__________ per kWh. (SCE to confirm using applicable MPR ruling, Producer's term and Initial Operation date.)
|
Form 14-786
10/2011
|
|
SOUTHERN CALIFORNIA
EDISON
|
Renewable and Alternative Power
California Renewable Energy Small Tariff AGREEMENT
|
|
An EDISON INTERNATIONAL Company
|
||
GFID Number 5618; RAP ID Number 5669
|
1.1.
|
This Agreement provides for Producer to Interconnect and Operate a Renewable Generating Facility in parallel with SCE's Distribution System. This Agreement requires the Producer to be a retail customer and to obtain retail electrical service from SCE to serve all the electrical loads, net of any other Non-renewable Generating Facility, except as otherwise permitted under SCE's Tariffs, at the Premises identified in Appendix A. This Agreement also provides for Producer to sell energy, net of Station Use, produced by the Renewable Generating Facility directly to SCE provided the Renewable Generating Facility satisfies the Eligible Renewable Resource Facility Requirements as set forth in Appendix C, or the Small Power Producer Qualifying Facility Requirements and the Eligible Renewable Resource Facility Requirements set forth in Appendix D. This Agreement does not constitute an agreement by SCE to provide retail electrical service to Producer. Such arrangements must be made separately between SCE and Producer.
|
1.2.
|
In consideration of the mutual promises and obligations stated in this Agreement and its attachments, the Parties agree as follows:
|
2.1.
|
A description of the Renewable Generating Facility, including a summary of its significant components, a drawing showing the general arrangement of the Producer's Renewable Generating Facility, and a single-line diagram illustrating the Interconnection of the Renewable Generating Facility and loads with SCE's Distribution System, is attached hereto and incorporated herein as Appendix A.
|
2.2.
|
Name and address used by SCE to locate the electric Service Account(s) and Premises used to Interconnect the Renewable Generating Facility with SCE's Distribution System:
|
Coronus Adelanto West 1 LLC
|
|
8970 Cassia Road
|
|
Adelanto, CA 92301
|
|
3-039-6326-99 Service Account (if known)
|
Form 14-786
10/2011
|
|
|
2.4.
|
The Net Power Rating of the Renewable Generating Facility is 1,500 kW.
|
|
2.5.
|
The maximum (instantaneous) level of power that may be exported through the Point of Common Coupling by the Renewable Generating Facility to SCE's Distribution System is 1,500 kW. Please supply estimate!
|
|
2.6.
|
The annual energy production of the Renewable Generating Facility, net of Station Use, measured by the NGOM is expected to be 3,603,000 kWh. Please supply estimate!
|
|
2.7.
|
The annual energy exported through the Point of Common Coupling from the Producer's Premises identified in Appendix A beyond Producer's use is expected to be 3,603,000 kWh. Please supply estimate!
|
|
2.8.
|
The Renewable Generating Facility's expected date of Initial Operation is December 15, 2013..
|
|
(a)
|
Subject to any extensions made pursuant to Sections 2.9(b) or 2.9(c), and further subject to Section 2.9(d), Initial Operation must be no later than the earlier of (i) one hundred twenty (120) days from the Initial Synchronization Dale, and (ii) eighteen (18) months from the date of PPA Effective Date ("Initial Operation Deadline").
|
|
(b)
|
If all of the interconnection facilities, transmission upgrades and new transmission facilities, if any, described in Producer's interconnection agreement and required to interconnect the Generating Facility to SCE's Distribution System have not been completed and placed into operation by the CAISO or the Transmission Provider on the estimated completion date set forth in Producer's interconnection agreement, then, upon SCE's receipt of Notice from Producer, which Notice must be provided at least sixty (60) days before the date that is eighteen (18) months from the PPA Effective Date, the Initial Operation Deadline shall be extended on a day-for-day basis until all of the interconnection facilities, transmission upgrades and new transmission facilities, if any, described in Producer's interconnection agreement and required to interconnect the Generating Facility to SCE's Distribution System have been completed and placed into operation by the CAISO or the Transmission Provider, exception the extent any delay in such completion and placement into operation results from Producer failing to complete its obligations, take all actions and meet all of its deadlines under Producer's interconnection agreement needed to ensure timely completion and operation of such interconnection facilities, transmission upgrades and new transmission facilities.
|
|
(c)
|
If Producer has not obtained Permit Approval on or before that date that is ninety (90) days before the date that is eighteen (18) months from the PPA Effective Date, then, upon SCE's receipt of Notice from Producer, which Notice must be provided at least sixty (60) days before the date that is eighteen (18) months from the PPA Effective Date, the Initial Operation Deadline shall be extended on a day-for-day basis until Producer obtains Permit Approval, except to the extent any such delay results from Producer failing to take all commercially reasonable actions to apply for and meet all of its requirements and deadlines to obtain such Permit Approval.
|
Form 14-786
10/2011
|
|
|
(d)
|
Notwithstanding anything in this Agreement to the contrary, the Initial Operation Deadline may not be later than twenty-four (24) months from the PPA Effective Date.
|
|
[x] Does meet with the requirements for "Eligible Renewable Resource" as such term is used in Section 399.11 et seq. of the California Public Utilities Code.
|
|
[ ] Does meet with both the requirements for "Cogeneration" as such term is used in Section 216.6 of the California Public Utilities Code and with the requirements for "Eligible Renewable Resource" as such term is used in Section 399.11 et seq. of the California Public Utilities Code.
|
|
[ ] Does meet with both the requirements for a Small Power Producer Qualifying Facility pursuant to the regulations of the Federal Energy Regulatory Commission (18 Code of Federal Regulations Part 292, Section 292.203 et seq.) implementing the Public Utility Regulatory Policies Act of 1978 as Amended by the Energy Policy Act of 2005 and with the requirements for "Eligible Renewable Resource" as such term is used in Section 399.11 et seq. of the California Public Utilities Code.
|
Appendix A-
|
Description of Renewable Generating Facility and Single-Line Diagram
|
|
(Supplied by Producer)
|
||
Appendix B -
|
A copy of Interconnection Facilities Financing and Ownership
|
|
Agreement, if applicable (supplied by SCE)
|
||
Appendix C-
|
Producer's warranty that the Renewable Generating Facility meets with the requirements for "Eligible Renewable Resource" as defined in Section 399.11 et seq. of the California Public Utilities Code, if applicable.
|
|
Appendix D -
|
Producer's warranty that the Renewable Generating Facility, prior to January 1, 2002 met and continues to meet with the requirements for both a Small Power Producer Qualifying Facility pursuant to the regulations of the Federal Energy Regulatory Commission (18 Code of Federal Regulations Part 292, Section 292.203 et seq.) implementing the Public Utility Regulatory Policies Act of 1978 as Amended by the Energy Policy Act of 2005 and "Eligible Renewable Resource" as defined in Section 399.11 et seq. of the California Public Utilities Code, if applicable.
|
|
Appendix E-
|
Forecast Requirements for Generating Facilities that have a Net Power
|
|
Rating greater or equal to 500 kW
|
Form 14-786
10/2011
|
|
Appendix F -
|
Definitions
|
|
Appendix G -
|
TOU Periods and Energy Allocation Factors
|
|
Appendix H-
|
Summary of Dates, Term and Product Price for this Agreement
|
4.1.
|
SCE may terminate this Agreement on Notice, which termination becomes effective on the date specified by SCE in such Notice, if:
|
|
(a)
|
Producer fails to take all corrective actions specified in any SCE Notice, within the time frame set forth in such Notice, that any Generating Facility is out of compliance with any term of this Agreement;
|
|
(b)
|
Producer fails to interconnect and Operate a Generating Facility, in accordance with the terms of this Agreement, within one hundred twenty (120) days after SCE delivers electric energy to such Generating Facility for Station Use;
|
|
(c)
|
Producer abandons any Generating Facility;
|
|
(d)
|
Electric output from any Generating Facility ceases for twelve (12) consecutive months;
|
|
(e)
|
The Term does not commence within eighteen (18) months of the Effective Date, subject to any extensions herein as to which Producer is the Claiming Party or under Section 2.9(b) and 2.9(c);
|
|
(f)
|
Producer or the owner of a Site applies for or participates in the California Solar Initiative or any net energy metering tariff with respect to any Generating Facility at such Site; or
|
|
(g)
|
Producer has not installed any of the equipment or devices necessary for any Generating Facility to satisfy the Gross Power Rating of such Generating Facility, as set forth in Section 2.3.
|
|
(a)
|
If any representation or warranty in this Agreement made by the other Party is false or misleading in any material respect when made or when deemed made or repeated if the representation or warranty is continuing in nature, if such misrepresentation or breach of warranty is not remedied within ten (10) Business Days after Notice thereof from the nonbreaching Party to the breaching Party;
|
|
(b)
|
Except for an obligation to make payment when due, if there is a failure of the other Party to perform any material covenant or obligation set forth in this Agreement (except to the extent such failure provides a separate termination right for the non-breaching Party or to the extent excused by Force Majeure), if such failure is not remedied within thirty (30) days after Notice thereof from the non-breaching Party to the breaching Party;
|
|
(c)
|
If the other Party fails to make any payment due and owing under this Agreement, if such failure is not cured within five (5) Business Days after Notice thereof from the non-breaching Party to the breaching Party; or
|
|
(d)
|
In accordance with Section 19.4.
|
|
(e)
|
This Agreement automatically terminates on the Term End Date.
|
|
(f)
|
If a Party terminates this Agreement in accordance with Section 4, such Party will have the right to immediately suspend performance under this Agreement and pursue all remedies available at law or in equity against the other Party (including seeking monetary damages).
|
Form 14-786
10/2011
|
|
5.1.
|
Producer is responsible for Operating the Renewable Generating Facility in compliance with all of SCE Tariffs, including but not limited to Rule 21, and any other regulations and laws governing the Interconnection of the Renewable Generating Facility.
|
5.2.
|
The Renewable Generating Facility Net Power Rating shall be less than or equal to 1,500 kW.
|
5.3.
|
Producer shall not deliver reactive power to SCE's Distribution System unless the Parties have otherwise agreed in writing.
|
5.4.
|
The Renewable Generating Facility shall be Operated with all of Producer's Protective Functions in service and in accordance with Prudent Electrical Practices whenever the Renewable Generating Facility is Operated in parallel with SCE's Distribution System. Any deviation from these requirements may occur only when the Parties have agreed to such deviations in writing.
|
5.5.
|
For Renewable Generating Facility having a Net Power Rating equal to or greater than 500 kW, the Parties shall comply with the forecasting provisions of Appendix E.
|
5.6.
|
SCE shall have ingress and egress to examine the Site and Generating Facility for purposes connected with this Agreement.
|
6.1.
|
The amount of energy purchased under this Agreement shall be determined by electrical meters and equipment owned, Operated, and maintained by SCE.
|
6.2.
|
The Product Price, as set forth in Section 3 of Appendix H, shall equal the Market Price Referent ("MPR") most recently determined by the Commission prior to the Execution Date, using the project on-line year in which the date of actual Initial Operation occurs as described in Appendix H, and the Term as elected in Appendix H.
|
Adopted 2011 Market Price Referents
|
||||
(Nominal- dollars/kWh)
|
||||
Resource Type
|
10-Year
|
15-Year
|
20-Year
|
25-Year
|
2012 Baseload MPR
|
0.07688
|
0.08352
|
0.08956
|
0.09274
|
2013 Baseload MPR
|
0.08103
|
0.08775
|
0.09375
|
0.09695
|
2014 Baseload MPR
|
0.08454
|
0.09151
|
0.09756
|
0.10081
|
2015 Baseload MPR
|
0.08804
|
0.09520
|
0.10132
|
0.10464
|
2016 Baseload MPR
|
0.09156
|
0.09883
|
0.10509
|
0.10848
|
2017 Baseload MPR
|
0.09488
|
0.10223
|
0.10859
|
0.11206
|
2018 Baseload MPR
|
0.09831
|
0.10570
|
0.11218
|
0.11572
|
2019 Baseload MPR
|
0.10186
|
0.10928
|
0.11587
|
0.11946
|
2020 Baseload MPR
|
0.10550
|
0.11296
|
0.11965
|
0.12326
|
6.3.
|
Producer agrees to sell all electric energy produced by the Renewable Generating Facility as specified herein in Section 6.4 below together with all Green Attributes, Capacity Attributes and Resource Adequacy Benefits (collectively, the "Attributes") to SCE.
|
6.4.
|
SCE shall pay Producer for all Attributes and all electrical energy, net of Station Use, measured by the Net Generation Output Meter ("NGOM") as defined in SCE's Rule 21 and located as shown on the Single-Line Diagram of Appendix A
|
Form 14-786
10/2011
|
|
6.5.
|
For the purpose of calculating monthly payments, the amount measured by the NGOM shall be time-differentiated according to the time period and season of the receipt of Product by SCE from Producer ("TOU Periods") and the pricing shall be weighted by the Energy Allocation Factors set forth in Appendix G.
|
6.6.
|
SCE shall adjust the energy and demand amounts recorded by the SCE billing meter at the Point of Common Coupling, as defined in SCE's Rule 21, to reflect the net generation output amounts measured by the NGOM for purposes of billing the Producer in accordance with SCE's applicable Tariff rate schedule(s).
|
6.7.
|
SCE shall determine the amount of energy received by SCE pursuant to this Agreement for each monthly period and provide a statement to Producer approximately thirty (30) days after each. monthly meter reading date.
|
6.8.
|
SCE shall not be obligated to issue a payment to Producer until the amount due for the energy received pursuant to this Agreement exceeds one thousand dollars ($1000), except that SCE shall pay all amounts due to Producer pursuant to this Agreement at least once per calendar year no later than 30 days after the end of the calendar year.
|
6.9.
|
Unless otherwise agreed in writing by the Parties, any payment due for Product received under this Agreement shall be satisfied by SCE issuing a check to Producer. Alternatively, SCE reserves the right, but shall not be obligated to apply any amount owed to Producer toward any amounts due to SCE from Producer for any charges incurred under this ·Agreement or for past due bills for electric service or for SCE services.
|
6.10.
|
In the event adjustments to SCE's payments are required as a result of inaccurate metering equipment, SCE shall determine the correct amount of energy received under this Agreement during the period of inaccuracy and recompute the amount due to or from Producer. Any refund due and payable to SCE or due by SCE to Producer resulting from inaccurate metering shall be made within thirty (30) calendar days of SCE's Notice to Producer by SCE of the amount due.
|
6.11.
|
Monthly charges, if any, associated with Interconnection Facilities shall be billed and paid pursuant to the applicable Interconnection Facilities Financing and Ownership Agreement in Appendix B and monthly charges, if any, associated with electric service provided by SCE shall be billed and paid pursuant to the applicable Tariffs filed by SCE with the Commission.
|
Form 14-786
10/2011
|
|
7.1.
|
Producer and/or SCE, as appropriate, shall provide Interconnection Facilities that adequately protect SCE's Distribution System, personnel, and other persons from damage or injury, which may be caused by the Operation of Producer's Renewable Generating Facility.
|
7.2.
|
Producer shall be solely responsible for the costs, design, purchase, construction, Operation, and maintenance of the Interconnection Facilities that Producer owns.
|
7.3.
|
If the provisions of SCE's Rule 21, or any other Tariff approved by the Commission, require SCE to own and operate a portion of the Interconnection Facilities, Producer and SCE shall promptly execute an Interconnection Facilities Financing and Ownership Agreement that establishes and allocates responsibility for the design, installation, Operation, maintenance, and ownership of the Interconnection Facilities. This agreement shall be attached to and made a part of this Agreement as Appendix B.
|
8.1.
|
Producer shall promptly curtail the production of the Generating Facility: (i) upon Notice from SCE that SCE has been instructed by the CAISO or the Transmission Provider to curtail energy deliveries; (ii) upon Notice that Producer has been given a curtailment order or similar instruction in order to respond to an Emergency; (iii) if no CAISO Schedule was awarded in either the Day-Ahead Market or the Real-Time Market and SCE notifies Producer to curtail the production of the Generating Facility; or (iv) if SCE issues an OSGC Order.
|
8.2.
|
For each day of the Term, if no CAISO Schedule is awarded for the Forecasted energy in both the Day-Ahead Market and Real-Time Market for such day, and the Generating Facility has not been curtailed pursuant to Section 8.1(i) or (ii), then, so long as Producer's actual availability establishes that the Generating Facility would have been able to deliver but for the fact an CAISO Schedule was not awarded, SCE shall pay Producer the Product Price, as adjusted by Appendix G, for the amount of energy Producer would have been able to deliver but for the fact that Producer did not receive an CAISO Schedule. The amount of energy that could have been delivered will be determined in accordance with Section 8.4.
|
8.3.
|
If SCE bids the energy from the Generating Facility into the Day-Ahead Market or Real-Time Market and the CAISO awards an CAISO Schedule as a result of that bid, SCE shall have the right, but not the obligation, to order Producer to curtail the delivery of energy (an "OverSchedule Generation Curtailment Order" or "OSGC Order") in excess of an CAlSO Schedule awarded pursuant to this Section 8.3 (the "Over-Schedule Generation Curtailment Quantity" or "OSGC Quantity"). SCE shall pay Producer the Product Price, as adjusted by Appendix G, for the OSGC Quantity Producer would have been able to deliver but for the fact that SCE issued an OSGC Order. The amount of energy that could have been delivered will be determined in accordance with Section 8.4.
|
8.4.
|
SCE shall estimate the amount of energy the Generating Facility would have been able to deliver under Sections 8.2 and 8. 3. SCE shall apply accepted industry standards in making such an estimate and take into consideration the actual availability of the Generating Facility, past performance of the Generating Facility, meteorological data, solar irradiance data (if applicable), and any other relevant information. Producer shall cooperate with SCE's requests for information associated with any estimate made hereunder. SCE's estimates under this Section 8 for the amount of energy that the Generating Facility would have been able to deliver under Sections 8.2 and 8.3 will be determined in SCE's sole discretion.
|
Form 14-786
10/2011
|
|
h
|
|
9.1.
|
On or before the thirtieth (301 ) day following the Effective Date, Producer shall post and thereafter maintain a development fee (the "Development Security") equal to twenty dollars ($20) for each kilbwatt of the Gross Power Rating. The Development Security will be held by SCE and must be in the form of either a cash deposit or the Letter of Credit. If Producer establishes the Development Security in the form of a cash deposit, SCE shall make monthly Simple Interest Payments to Producer in accordance with the terms of this Agreement.
|
|
(a)
|
Demonstrates to SCE's satisfaction that Producer has installed all of the equipment or devices necessary for the Generating Facility to satisfy the Gross Power Rating of such Generating Facility, SCE shall return the Development Security to Producer within thirty (30) days of Initial Operation;
|
|
(b)
|
Has not installed any of the equipment or devices necessary for any Generating Facility to satisfy any of the Gross Power Rating, Producer shall forfeit, and SCE shall have the right to retain, the entire Development Security and terminate this Agreement; or
|
|
(c)
|
Has installed only a portion of the equipment or devices necessary for a Generating Facility to satisfy the Gross Power Rating of such Generating Facility, SCE shall return, within thirty (30) days of Initial Operation, only the portion of the Development Security equal to the product of twenty dollars ($20) per kW of the portion of the Gross Power Rating available to deliver the Product to SCE at the Point of Common Coupling. This Section 9.2 is subject to any extension of Initial Operation as to which Producer is the Claiming Party or under Section 2.9(b) and 2.9(c).
|
11.1.
|
In connection with Producer's performance of its duties and obligations under this Agreement, Producer shall maintain, during the term of this Agreement, general liability insurance with a combined single limit of not less than:
|
|
(a)
|
Two million dollars ($2,000,000) for each occurrence if the Gross Power Rating of Producer's Renewable Generating Facility is greater than one hundred (100) kW;
|
|
(b)
|
One million dollars ($1,000,000) for each occurrence if the Gross Power Rating of Producer's Renewable Generating Facility is greater than twenty (20) kW and less than or equal to one hundred (100) kW; and
|
|
(c)
|
Five hundred thousand dollars ($500,000) for each occurrence if the Gross Power Rating of Producer's Renewable Generating Facility is twenty (20) kW or less.
|
|
(d)
|
Two hundred thousand dollars ($200,000) for each occurrence if the Gross Power Rating of Producer's Renewable Generating Facility is ten (10) kW or less and Producer's Renewable Generating Facility is connected to an account receiving residential service from SCE.
|
Form 14-786
10/2011
|
|
11.2.
|
The general liability insurance required in Section 11.1 shall, by endorsement to the policy or policies, (a) include SCE as an additional insured; (b) contain a severability of interest clause or cross-liability clause; (c) provide that SCE shall not by reason of its inclusion as an additional insured incur liability to the insurance carrier for payment of premium for such insurance; and (d) provide for thirty (30) calendar days' written notice to SCE prior to cancellation, termination, alteration, or material change of such insurance.
|
11.3.
|
If Producer's Renewable Generating Facility is connected to an account receiving residential service from SCE and the requirement of Section 11.2(a) prevents Producer from obtaining the insurance required in Section 11.1, then upon Producer's written Notice to SCE in accordance with Section 12.1, the requirements of Section 11.2(a) shall be waived.
|
11.4.
|
Evidence of the insurance required in Section 11.2 shall state that coverage provided is primary and is not in excess to or contributing with any insurance or self-insurance maintained by SCE.
|
11.5.
|
Producer agrees to furnish the required certificates and endorsements to SCE prior to Initial Operation. SCE shall have the right to inspect or obtain a copy of the original policy or policies of insurance.
|
11.6.
|
If Producer is self-insured with an established record of self-insurance, Producer may comply with the following in lieu of Sections 11.1 through 11.4:
|
|
(a)
|
Producer shall provide to SCE, at least thirty (30) calendar days prior to the date of Initial Operation, evidence of an acceptable plan to self-insure to a level of coverage equivalent to that required under Section 11.1.
|
|
(b)
|
If Producer ceases to self-insure to the level required hereunder, or if Producer is unable to provide continuing evidence of Producer's ability to self-insure, Producer agrees to immediately obtain the coverage required under Section 11.1.
|
11.7.
|
All insurance certificates, statements of self insurance, endorsements, cancellations, terminations, alterations, and material changes of such insurance shall be issued, clearly labeled with agreement ID number and submitted to the following:
|
12.1.
|
Any written notice, demand, or request required or authorized in connection with this Agreement ("Notice") shall be deemed properly given if delivered in person or sent by first class mail, postage prepaid, to the person specified below:
|
Form 14-786
10/2011
|
|
12.2.
|
A Party may change its address for Notices at any time by providing the other Party Notice of the change in accordance with Section 12.1.
|
12.3.
|
All Notices must reference the agreement ID number set forth on the first page of this Agreement.
|
12.4.
|
Notices (other than forecasts and schedules) shall, unless otherwise specified herein, be in writing and may be delivered in person, United States mail or overnight courier service.
|
12.5.
|
Notice by hand delivery shall be effective at the close of business on the day actually received, if received during business hours on a Business Day, and otherwise shall be effective at the close of business on the next Business Day, unless a different date for the Notice to go into effect is stated in another section of this Agreement.
|
12.6.
|
Notice by overnight United States mail or courier shall be effective on the next Business Day after it was sent.
|
12.7.
|
The Parties may also designate operating representatives to conduct the daily communications, which may be necessary or convenient for the administration of this Agreement. Such designations, including names, addresses, and phone numbers may be communicated or revised by Notice provided in accordance herewith.
|
13.1.
|
SCE shall have the right to review and obtain copies of Producer's operations and maintenance records, logs, or other information such as, but not limited to, unit availability, maintenance outages, circuit breaker operation requiring manual reset, relay targets and unusual events pertaining to Producer's Renewable Generating Facility or its Interconnection with SCE's Distribution System.
|
|
(a)
|
Producer authorizes SCE to release to the CEC and/or the Commission information regarding the Renewable Generating Facility, including the Producer's name and location, and the size, location and operational characteristics of the Renewable Generating Facility, the Term, the ERR type, the Initial Operation Date·and the Net Power Rating of the Renewable Generating Facility, as requested from time to time pursuant to the CEC's or Commission's rules and regulations.
|
Form 14-786
10/2011
|
|
16.
|
GOVERNING LAW, JURISDICTION OF COMMISSION, INCLUSION OF SCE's TARIFF RATE SCHEDULES, DEFINED TERMS
|
16.1.
|
This Agreement shall be interpreted, governed, and construed under the laws of the State of California as if executed and to be performed wholly within the State of California without giving effect to choice of law provisions that might apply to the law of a different jurisdiction. Each Party waives its respective right to any jury trial with respect to any litigation arising under or in connection with this Agreement
|
16.2.
|
The Interconnection and services provided under this Agreement shall at all times be subject to the terms and conditions set forth in the Tariffs applicable to the electric service provided by SCE. Copies of such Tariffs are available at www.sce.com or by request to SCE and are incorporated by reference into this Agreement.
|
16.3.
|
When initially capitalized, whether in the singular or in the plural, the terms used herein shall have the meanings assigned to them either in this Agreement, Appendix F; in SCE's Rule 1 or Rule 21, Section H; or SCE's Schedule CREST. If any term is defined in both Rule 1 and Rule 21, the definition in Rule 21 shall prevail. If any term is defined in both Schedule CREST and this Agreement, the definition in Schedule CREST shall prevail.
|
18.1.
|
This Agreement, including any incorporated Tariffs and Rules, contains the entire agreement and understanding between the Parties, their agents, and employees as to the subject matter of this Agreement. Each Party also represents that in entering into this Agreement, it has not relied on any promise, inducement, representation, warranty, agreement or other statement not set forth in this Agreement or in the incorporated Tariffs and Rules.
|
19.1.
|
Neither Party shall be in default in the performance of any of its obligations set forth in this Agreement, except for obligations to pay money, when and to the extent failure of performance is caused by Force Majeure.
|
Form 14-786
10/2011
|
|
19.2.
|
If a Party, because of Force Majeure, is rendered wholly or partly unable to perform its obligations when due under this Agreement, such Party (the "Claiming Party") shall be excused from whatever performance is affected by the Force Majeure to the extent so affected. In order to be excused from its performance obligations under this Agreement by reason of Force Majeure:
|
|
(a)
|
The Claiming Party, on or before the fourteenth (14th) day after the initial occurrence of the claimed Force Majeure, must give the other Party Notice describing the particulars of the occurrence; and
|
|
(b)
|
The Claiming Party must provide timely evidence reasonably sufficient to establish that the occurrence constitutes Force Majeure as defined in this Agreement.
|
19.3.
|
The suspension of the Claiming Party's performance due to Force Majeure may not be greater in scope or longer in duration than is required by such Force Majeure. In addition, the Claiming Party shall use diligent efforts to remedy its inability to perform. When the Claiming Party is able to resume performance of its obligations under this Agreement, the Claiming Party shall give the other Party prompt Notice to that effect.
|
19.4.
|
The non-Claiming Party may terminate this Agreement on at least five (5) Business Days' prior Notice, in the event of Force Majeure which materially interferes with such Party's ability to perform its obligations under this Agreement and which extends for more than 365 consecutive days, or for more than a total of 365 days in any consecutive 540-day period.
|
20.1.
|
Each Party as indemnitor shall defend, save harmless and indemnify the other Party and the directors, officers, employees, and agents of such other Party against and from any and all loss, liability, damage, claim, cost, charge, demand, or expense (including any direct, indirect, or consequential loss, liability, damage, claim, cost, charge, demand, or expense, including reasonable attorneys' fees) for injury or death to persons, including employees of either Party, and physical damage to property including property of either Party arising out of or in connection with the negligence or willful misconduct of the indemnitor relating to its obligations under this Agreement. This indemnity applies notwithstanding the active or passive negligence of the indemnitee; provided, however, that neither Party is indemnified under this Agreement for its loss, liability, damage, claim, cost, charge, demand or expense to the extent resulting from its own negligence or willful misconduct.
|
20.2.
|
Producer shall defend, save harmless and indemnify SCE, its directors, officers, employees, and agents, assigns, and successors in interest, for and against any penalty imposed upon SCE to the extent caused by Producer's failure to fulfill its obligations as set forth in Section
|
|
6.3.
|
20.3.
|
Each Party releases and shall defend, save harmless and indemnify the other Party from any and all loss, liability, damage, claim, cost, charge, demand or expense arising out of or in connection with any breach made by the indemnifying Party of its representations, warranties and covenants in Sections 2.10 and 18, and Appendices C and D. Notwithstanding anything to the contrary in this Agreement, if Producer fails to comply with the provisions of Section 11, Producer shall, at its own cost, defend, save harmless and indemnify SCE, its directors, officers, employees, and agents, assigns, and successors in interest, from and against any and all loss, liability, damage, claim, cost, charge, demand, or expense of any kind or nature (including any direct, indirect, or consequential loss, damage, claim, cost, charge, demand, or expense, including reasonable attorneys' fees and other costs of litigation), resulting from injury or death to any individual or damage to any property, including the personnel or property of SCE, to the extent that SCE would have been protected had Producer complied with all of the provisions of Section 11. The inclusion of this Section 20.3 is not intended to
|
Form 14-786
10/2011
|
|
CORONUS ADELANTO WEST 1
LLC
|
SOUTHERN CALIFORNIA EDISON COMPANY
|
|||
By:
|
Jeff Thachuk
|
By:
|
Marc Ulrich
|
|
Name:
|
Jeff Thachuk
|
Name:
|
Marc Ulrich
|
|
Title:
|
President
|
Title:
|
Vice President of Renewable & Alternative Power
|
|
Date:
|
Jan. 7, 2013
|
Date:
|
January 15, 2013
|
Form 14-786
10/2011
|
|
Form 14-786
10/2011
|
|
Form 14-786
10/2011
|
|
Form 14-786
10/2011
|
|
Form 14-786
10/2011
|
|
Form 14-786
10/2011
|
|
Form 14-786
10/2011
|
|
|
(1)
|
Beginning the Wednesday prior to the planned Initial Operation of the Renewable Generating Facility, Producer will electronically provide SCE with an Energy Forecast for the next calendar week, by no later than 5PM Wednesday of the week preceding the week covered by the Energy Forecast.
|
|
a)
|
Not include any anticipated or expected electric energy losses between the Net Generation Output Meter and the Point of Common Coupling;
|
|
d)
|
Be sent to presched@sce.com with a copy to electrade@sce.com or through SCE-provided software, or as otherwise instructed by SCE.
|
|
(2)
|
If Producer revises any Energy Forecast submitted pursuant to Item 2(a)(i)(1) the revision in the Energy Forecast shall be communicated by Producer to SCE's Day-Ahead Group no later than 8:30a.m. the day prior to the effective date of the revision.
|
Form 14-786
10/2011
|
|
|
(3)
|
If Producer revises any Energy Forecast submitted pursuant to Item 2(a)(i)(1) or Item 2(a)(i)(2) the revision in the Energy Forecast shall be communicated by Producer to SCE's Real-Time Group no later than one half (Y,) hour prior to the CAISO's Hour-Ahead scheduling deadline.
|
|
(i)
|
In addition to the requirements set forth in Item 2(a) above, Producer shall electronically provide SCE with a rolling 30-day Energy Forecast, beginning at least thirty (30) days prior to commencement of the Term.
|
|
(1)
|
Be constructed using reasonable file formats, templates, and naming conventions agreed to by the Parties.
|
|
(3)
|
Be sent to esmstpoutage@sce.com with a copy to presched@sce.com or through SCE-provided software, or as otherwise instructed by SCE.
|
Form 14-786
10/2011
|
|
|
(ii)
|
Producer shall update the rolling 30-day hourly forecast weekly by 5:00 PM each Wednesday and send to esmstpoutage@sce.com with a copy to presched@sce.com or use an SCE provided web client (the "Web Client") if it is available.
|
|
(iii)
|
If Producer learns of any inaccuracies in its most recently submitted 30-day hourly Energy Forecast affecting the period between the date Producer learns of the inaccuracy and the date that the next updated 30-day hourly
|
Form 14-786
10/2011
|
|
1.
|
"Agreement" has the meaning set forth in the Preamble.
|
2.
|
"Applicable Law" means all constitutions, treaties, laws, ordinances, rules, regulations, interpretations, permits, judgments, decrees, injunctions, writs and orders of any Governmental Authority or arbitrator that apply to any Party, a Generating Facility or the terms of this Agreement.
|
3.
|
"Attributes" has the meaning set forth in Section 6.3.
|
4.
|
"Business Day" means any day except a Saturday, Sunday, a Federal Reserve Bank holiday, or the Friday following Thanksgiving. A Business Day shall begin at 8:00a.m. and end at 5:00p.m. local time for the Party sending the Notice or payment or performing a specified action.
|
5.
|
"CAISO" means the California Independent System Operator Corporation or successor entity that dispatches certain generating units and loads and controls the transmission facilities of entities that:
|
|
a)
|
Own, operate and maintain transmission lines and associated facilities or have entitlements to use certain transmission lines and associated facilities; and
|
6.
|
"CAISO Schedule," "CAISO Scheduled" or "CAISO Scheduling" means the action of SCE in submitting bids to the CAlSO and receiving all CAISO markets results from the CAISO; provided, that a CAISO market result where the Generating Facility is instructed to deliver zero (0) kWhs is not considered a "CAISO Schedule" for purposes of this Agreement.
|
7.
|
"CAISO Tariff" means the California Independent System Operator Corporation Operating Agreement and Tariff, including the rules, protocols, procedures and standards attached thereto, as the same may be amended or modified from time-to-time and approved by FERC.
|
8.
|
"California Solar Initiative" means the California Solar Initiative Program implemented and overseen by the CPUC, and as may be revised from time to time.
|
9.
|
"Capacity Attributes" means any and all current or future defined characteristics, certificates, tag, credits, ancillary service attributes, or accounting constructs, howsoever entitled, including any accounting construct counted toward any resource adequacy requirements, attributed to or associated with the Renewable Generating Facility or any unit of generating capacity of the Renewable Generating Facility during the Term.
|
Form 14-786
10/2011
|
|
14.
|
"Credit Rating" means with respect to any entity, on the relevant date of determination, the respective ratings then assigned to such entity's unsecured, senior long-term debt or deposit obligations (not supported by third party credit enhancement) by S&P, Fitch or Moody's. If no rating is assigned to such entity's unsecured, senior long-term debt or deposit obligation by S&P, Fitch or Moody's, then "Credit Rating" means the general corporate credit rating or long-term issuer rating assigned by the other two ratings agencies.
|
15.
|
"CREST" means .Qalifornia Renewable ];nergy .§mall Iariff the SCE Tariff schedule that expands
|
|
Tariff Schedule WATER to Eligible Customers.
|
16.
|
"Day-Ahead Market" has the meaning set forth in the CAISO Tariff.
|
17.
|
"Development Security" has the meaning set forth in Section 9.1.
|
18.
|
"Effective Date" or "PPA Effective Date" has the meaning set forth in Section 21.
|
19.
|
"Eligible Customer" has the meaning set forth in Tariff Schedule CREST.
|
20.
|
"Emergency'' means (i) an actual or imminent condition or situation which jeopardizes the integrity of the electric system or the integrity of any other systems to which the electric system is connected or any condition so defined and declared by the CAISO; or (ii) an emergency condition as defined under an interconnection agreement and any abnormal interconnection or system condition that requires automatic or immediate manual action to prevent or limit loss of load or generation supply, that could adversely affect the reliability of the electric system or generation supply, that could adversely affect the reliability of any interconnected system, or that could otherwise pose a threat to public safety.
|
21.
|
"Energy Forecast" has the meaning set forth in Appendix E.
|
22.
|
"ERR" means a generating facility that qualifies as an eligible renewable electric energy resource for purposes of the RPS Legislation.
|
23.
|
"ERR Requirements", "ERR Status", "ERRIRPS Status Change" and "ERR Warranty" have the meanings set forth in Appendix C.
|
24.
|
"Execution Date" means the date of Producer's signature in Section 21 and compliance with the eligibility requirements of Schedule CREST and any applicable Commission decision with respect to Schedule CREST.
|
25.
|
"FERC" means the Federal Energy Regulatory Commission.
|
26.
|
"Fitch" means Fitch Ratings Ltd. or its successor.
|
27.
|
"Force Majeure" means any event or circumstance (that is not anticipated as of the Effective Date) to the extent beyond the control of, and not the result of the negligence of, or caused by, the Party seeking to have its performance obligation excused thereby, which by the exercise of due diligence such Party could not reasonably have been expected to avoid and which by exercise of due diligence it has been unable to overcome. Force Majeure does not include: (i) a failure of performance of any individual or entity, including any individual or entity providing electric transmission or distribution service or fuel transportation to a Generating Facility, except to the extent that such failure was caused by an event that would otherwise qualify as Force Majeure; (ii) failure to timely apply for or obtain Permits or other credits required to Operate a Generating Facility; (iii) breakage or malfunction of equipment (except to the extent that such failure was caused by an event that would otherwise qualify as Force Majeure); (iv) the lack of wind, solar irradiation or other fuel source of an inherently intermittent nature; or (v) any delay in providing, or cancellation of, interconnection service.
|
Form 14-786
10/2011
|
|
28.
|
"Forecast", "Forecast Requirements" and "Forecast Procedures" have the meanings set forth in Appendix E.
|
29.
|
"Generating Facility" means Producer's Renewable and Non-renewable Generating Facilities, as more particularly described in Appendix A, together with all materials, equipment systems, structures, features and improvements necessary to produce electric energy at such facility, excluding the Site, land rights and interests in land.
|
30.
|
"Governmental Authority" means:
|
|
a)
|
Any federal, state, local, municipal or other government;
|
|
b)
|
Any governmental, regulatory or administrative agency, commission, or other authority lawfully exercising or entitled to exercise any administrative, executive, judicial, legislative, police, regulatory or taxing authority or power; or
|
|
c)
|
Any court or governmental tribunal.
|
31.
|
"Green Attributes" means any and all credits, benefits, em1ss1ons reductions, offsets, and allowances, howsoever entitled, attributable to the generation from the Generating Facility unit(s) and its displacement of conventional energy generation. Green Attributes include but are not limited to Renewable Energy Credits, as well as:
|
|
a)
|
Any avoided emissions of pollutants to the air, soil or water such as sulfur oxides (SOx), nitrogen oxides (NOx), carbon monoxide (CO) and other pollutants;
|
|
b)
|
Any avoided emissions of carbon dioxide (C02), methane (CH4), nitrous oxide, hydrofluorocarbons, perfluorocarbons, sulfur hexafluoride and other greenhouse gases (GHGs) that have been determined by the United Nations Intergovernmental Panel on Climate Change, or otherwise by law, to contribute to the actual or potential threat of altering the Earth's climate by trapping heat in the atmosphere;
|
|
c)
|
The reporting rights to these avoided emissions, including, without limitation, such as Green Tag Reporting Rights; and
|
|
e)
|
Any electric energy, capacity, reliability or other power attributes from the Generating
|
|
Facility unit(s);
|
|
f)
|
Production Tax Credits associated with the construction or operation of the Generating Facility and other financial incentives in the form of credits, reductions, or allowances associated with the Generating Facility)that are applicable to a state or federal income taxation obligation;
|
Form 14-786
10/2011
|
|
|
g)
|
Fuel-related subsidies or "tipping fees" that may be paid to Producer to accept certain fuels, or local subsidies received by the Producer for the destruction of particular pre existing pollutants or the promotion of local environmental benefits; or
|
|
h)
|
Emission reduction credits encumbered or used by the Generating Facility for compliance with local, state, or federal operating and/or air quality permits.
|
32.
|
"Gross Power Rating" means the value, in kW, set forth in Section 2.3.
|
33.
|
"Initial Operation" means the date the Renewable Generating Facility first Interconnects and Operates in parallel with SCE's Distribution System and the NGOM records electric energy received by SCE from the Renewable Generating Facility.
|
34.
|
"Initial Operation Deadline" has the meaning set forth in Section 2.9
|
35.
|
"Initial Synchronization" means the Generating Facility is operating in parallel with SCE's Distribution System and the first kWh of electric energy is measured by the NGOM,or SCE Meter, as applicable.
|
36.
|
"Interconnect" or "Interconnection" have the meanings set forth in SCE's Rule 21 or the WDAT, as applicable.
|
37.
|
"Interconnection Facilities Financing and Ownership Agreement" means that certain agreement between Producer and SCE attached hereto as Appendix B.
|
38.
|
"Interest Rate" means an annual rate equal to the rate published in The Wall Street Journal as the "Prime Rate" (or, if more than one rate is published, the arithmetic mean of such rates) as of the date payment is due plus two (2) percentage points; provided, however, that in no event will the Interest Rate exceed the maximum interest rate permitted by Applicable Laws.
|
39.
|
"Kw'' means a kilowatt (1,000 watts) of electric power.
|
40.
|
"kWh" means a kilowatt-hour ( 1,000 watt-hours) of electric energy.
|
41.
|
"Lender" means any financial institutions or successors in interest or assignees that provide(s) development, bridge, construction, permanent debt or tax equity financing or refinancing for the Generating Facility to Producer.
|
42.
|
"Letter of Credit" means an irrevocable, nontransferable standby letter of credit provided by Producer from an issuer acceptable to SCE that is either a U.S. commercial bank or a U.S. branch of a foreign bank with the bank having a Credit Rating of at least "A-" from S&P and Fitch and "A3" from Moody's, in a form approved by SCE. Producer must bear the costs of all Letters of Credit.
|
43.
|
"Market Price Referent" or "MPR" means the market price referent applicable to this Agreement as determined by the CPUC in accordance with California Public Utilities Code Section 399.15(c) for the Term as set forth in Section 6.2.
|
44.
|
"Moody's" means Moody's Investor Services, Inc.
|
Form 14-786
10/2011
|
|
45.
|
"Net Generation Output Meter" or "NGOM" has the meaning set forth in SCE's Rule 21.
|
46.
|
"Net Power Rating" is the value Gross Power Rating minus Station Use, in kW. The Net Power
|
|
Rating shall not exceed 1,500 kW per California Public Utilities Code Section 399.20{h).
|
47.
|
"Non-renewable Generating Facility" means Producer's electric generating facility that exists on the Premises identified in Appendix A, but does not comply with the requirements set forth in Appendix C or Appendix D.
|
48.
|
"Notice" has the meaning set forth in Section 12.1.
|
49.
|
"Operate," "Operating" or "Operation" means to provide (or the provision of) all the operation, engineering, purchasing, repair, supervision, training, inspection, testing, protection, use, management, improvement, replacement, refurbishment, retirement, and maintenance activities associated with operating the Generating Facility in accordance with Prudent Electrical Practices.
|
50.
|
"Party" or "Parties" have the meaning set forth in the Preamble.
|
51.
|
"Permit" or "Permits" means all applications, approvals, authorizations, consents, filings, licenses, orders, permits or similar requirements imposed by any Governmental Authority, or the CAISO, in order to develop, construct, operate, maintain, improve, refurbish and retire the Generating Facility or to Schedule and deliver the electric energy produced by the Generating Facility to SCE, including the Authority to Construct permit.
|
|
Permits includes the documentation required by California Public Utilities Code Section 2812{d)1 for Producers subject to Section 2802 for hydroelectric Renewable Generating Facilities.
|
52.
|
"Permit Approval" means approval by the relevant regulatory agencies of any Permit and shall be deemed obtained upon the issuance of such Permit, and shall not be invalidated by the pendency of an appeal or other post-issuance challenge to the issuance of the Permit.
|
53.
|
"Point of Common Coupling" has the meaning set forth in SCE's Rule 21.
|
54.
|
"Premises" means all of the real property and apparatus employed in a single enterprise on an integral parcel of land undivided, excepting in the case of industrial, agricultural, oil field, resort enterprises, and public or quasi-public institutions, by a dedicated street, highway, or other public thoroughfare, or a railway. Automobile parking lots constituting a part of, and adjacent to, a single enterprise may be separated by an alley from the remainder of the premises served.
|
55.
|
"Producer" has the meaning set forth in the Preamble.
|
|
a)
|
All electric power and energy produced by the Renewable Generating Facility, net of Station Use of the Renewable Generating Facility; and
|
|
b)
|
All associated Environmental Attributes, Capacity Attributes, Renewable Energy Credits and Resource Adequacy Benefits.
|
Form 14-786
10/2011
|
|
59.
|
"Prudent Electrical Practices" means those practices, methods and acts that would be implemented and followed by prudent operators of electric energy generating facilities in the Western United States, similar to the Generating Facility, during the relevant time period, which practices, methods and acts, in the exercise of prudent and responsible professional judgment in the light of the facts known at the time the decision was made, could reasonably have been expected to accomplish the desired result consistent with good business practices, reliability and safety.
|
|
a)
|
Equipment, materials, resources, and supplies, including spare parts inventories, are available to meet the Generating Facility's needs;
|
|
b)
|
Sufficient operating personnel are available at all times and are adequately experienced and trained and licensed as necessary to operate the Generating Facility properly and efficiently, and are capable of responding to reasonably foreseeable emergency conditions at the Generating Facility and emergencies whether caused by events on or off the Site;
|
|
c)
|
Preventive, routine, and non-routine maintenance and repairs are performed on a basis that ensures reliable, long term and safe operation of the Generating Facility, and are performed by knowledgeable, trained, and experienced personnel utilizing proper equipment and tools;
|
|
d)
|
Appropriate monitoring and testing are performed to ensure equipment is functioning as designed;
|
|
e)
|
Equipment is not operated in a reckless manner, in violation of manufacturer's guidelines or in a manner unsafe to workers, the general public, or SCE's electric system or contrary to environmental laws, permits or regulations or without regard to defined limitations such as, flood conditions, safety inspection requirements, operating voltage, current, volt ampere reactive (VAR) loading, frequency, rotational speed, polarity, synchronization, and control system limits; and
|
|
f)
|
Equipment and components designed and manufactured to meet or exceed the standard of durability that is generally used for electric energy generating facilities operating in the Western United States and will function properly over the full range of ambient temperature and weather conditions reasonably expected to occur at the Site and under both normal and emergency conditions.
|
60.
|
"Real-Time Market" has the meaning set forth in the CAISO Tariff.
|
61.
|
"Renewable Energy Credit" has the meaning set forth in California Public Utilities Code Section 399.12(g), as may be amended from time to time or is further defined or supplemented by law."Renewable Generating Facility" means all of Producer's electric generating facilities as more particularly described in Appendix A, together with all materials, equipment systems, structures, features and improvements necessary to produce electric energy at such facility, (excluding the Site, land rights and interests in land) located at the Premises identified in Appendix A and complying with the requirements of Appendix Cor Appendix D for the entire Term of this Agreement.
|
Form 14-786
10/2011
|
|
62.
|
"Resource Adequacy Benefits" means the rights and privileges attached to the Generating Facility that satisfy any entity's resource adequacy obligations, as those obligations are set forth in any Resource Adequacy Rulings and shall include any local, zonal or otherwise locational attributes associated with the Generating Facility.
|
63.
|
"Resource Adequacy Rulings" means CPUC Decisions 04-01-050, 04-10-035, 05-10-042,06-06-064, 06-07-031 and any subsequent CPUC ruling or decision, or any other resource adequacy laws, rules or regulations enacted, adopted or promulgated by any applicable Governmental Authority, as such decisions, rulings, laws, rules or regulations may be amended or modified from time-to-time during the Term.
|
64.
|
"RPS Legislation" means the State of California Renewable Portfolio Standard Program, as codified at California Public Utilities Code Section 399.11, et seq.
|
65.
|
"RPS Requirements" and "RPS Status" have the same meanings set forth in Appendix C.
|
66.
|
"Rule" means Tariff sheets which set forth the application of all rates, charges, and service when such applicability is not set forth in and as part of the rate schedules.
|
67.
|
"S&P" means the Standard & Poor's Rating Group.
|
68.
|
"SCE" has the meaning set forth in the Preamble.
|
69.
|
"Schedule," "Scheduled" or "Scheduling" means the action of Producer and SCE, or their designated representatives of notifying, requesting, and confirming to each other the Forecast of electric energy from the Generating Facility being received by SCE at the Net Generation Output Meter.
|
70.
|
"Schedule CREST" refers to one or more Tariff sheets setting forth the charges and conditions for a customer taking service from SCE under this Tariff who meets the definition of an Eligible Customer who owns and operates an Eligible Renewable Generating Facility, as defined in Schedule CREST. This Tariff is subject to such changes or modifications by the Commission as it may from time to time direct in the exercise of its jurisdiction.
|
71.
|
"Simple Interest Payment" means a dollar amount calculated by multiplying the (i) dollar amount on which the Simple Interest Payment is based, times (ii) the Interest Rate, times (iii) the result of dividing the number of days in the calculation period by 360.
|
72.
|
"Site" means the real property on which the Renewable Generating Facility is, or will be located, as further described in Appendix A
|
73.
|
"Small Power Producer Qualifying Facility" or "SPP QF" means a facility certified by the FERC as a small power producer and certified by the CEC as an ERR that was in service prior to January 1, 2002.
|
74.
|
"SPP QF Requirements", "SPP QF Status", "SPP QF Status Change" and "SPP QF Warranty" have the meanings set forth in Appendix D.
|
75.
|
"Station Use" means the electric energy produced by the Renewable or Non-renewable Generating Facility that is:
|
|
a)
|
Used within the respective Generating Facility to power the lights, motors, control systems and other electrical loads that are necessary for Operation; and
|
Form 14-786
10/2011
|
|
76.
|
"Tariff(s)" mean(s) the entire body of effective rates, rentals, charges, and rules collectively of SCE, as set forth herein, and including title page, preliminary statement, service area maps, rate schedules, list of contracts and deviations, Rules, and sample forms.
|
77.
|
"Term" has the meaning used in Appendix H.
|
78.
|
"Term End Date" means 12:01 A.M. on the day following the completion of the Term specified in Appendix H.
|
79.
|
"Term Start Date" means the date of Initial Operation as specified in Appendix H upon SCE's completion of Appendix H.
|
80.
|
"Term Year" means a twelve (12) month period beginning on the first day of the calendar month following Initial Operation and each successive twelve (12) month period thereafter.
|
81.
|
"TOU Periods" means the time of use periods for determination of payments as set forth in Appendix G.
|
82.
|
"Transmission Provider" means any entity or entities responsible for the interconnection of the Generating Facility with SCE's Distribution System or transmitting the Product on behalf of Producer from the Generating Facility to the Point of Common Coupling.
|
83.
|
"WATER" means Water/Wastewater t,gency Iariff for sligible Benewables the SCE Tariff schedule that implements Assembly Bill1969.
|
84.
|
"WDAT" means SCE's Wholesale Distribution Access Tariff.
|
85.
|
"WECC" means the Western Electricity Coordinating Council, the regional reliability council for the Western United States, Southwestern Canada, and Northwestern Mexico.
|
86.
|
"Web Client" has the meaning set forth in Appendix E.
|
Form 14-786
10/2011
|
|
Time of Use Periods ("TOU Periods")
|
|||
TOU Period
|
Summer
Jun 1st – Sep 30th
|
Winter
Oct 1st – May
31st
|
Applicable Days
|
On-Peak
|
Noon - 6:00 p.m.
|
Not Applicable.
|
Weekdays except
Holidays.
|
Mid-Peak
|
8:00 a.m. – Noon
|
8:00 a.m. – 9:00
p.m.
|
Weekdays except
Holidays.
|
6:00 p.m. – 11:00
p.m.
|
Weekdays except
Holidays.
|
||
Off-Peak
|
11:00 p.m. – 8:00
a.m.
|
6:00 a.m. – 8:00
a.m.
|
Weekdays except
Holidays.
|
9:00 p.m. –
Midnight
|
Weekdays except
Holidays.
|
||
Midnight –
Midnight
|
6 a.m. –
Midnight
|
Weekends and Holidays
|
|
Super-Off-Peak
|
Not Applicable.
|
Midnight – 6:00
a.m.
|
Weekdays, Weekends and
Holidays
|
Energy Allocation Factors (Factor "B" in Section 6.5)
|
||||
Season
|
TOU
|
Calculation Method
|
Energy Allocation
Factor
|
|
Summer
|
On-Peak
|
Fixed Value
|
3.13
|
(R)
|
Mid-Peak
|
Fixed Value
|
1.35
|
(I)
|
|
Off-Peak
|
Fixed Value
|
0.75
|
(I)
|
|
Winter
|
Mid-Peak
|
Fixed Value
|
1.00
|
(R)
|
Off-Peak
|
Fixed Value
|
0.83
|
(I)
|
|
Super-Off-Peak
|
Fixed Value
|
0.61
|
(R)
|
Form 14-786
10/2011
|
|
1.
|
The Renewable Generating Facility's date of Initial Operation is ________________. (SCE to confirm date using NGOM data.)
|
3.
|
Product Price for this Agreement is$ 0.__________ per kWh. (SCE to confirm using applicable MPR ruling, Producer's term and Initial Operation date.)
|
Form 14-786
10/2011
|
|
3.
|
SALES PRICE:
|
|
A.
|
Cash portion of Sales Price payable by Purchaser at closing
|
$ 100,000.00
|
|
B.
|
Sum of all financing described below
|
$ 200,000.00
|
|
C.
|
Sales Price (Sum of A and B)
|
$ 300.000.00
|
_____
|
A. THIRD PARTY FINANCING: One or more third party mortgage loans in the total amount of $__________ . If the Property does not satisfy the lenders' underwriting requirements for the loan(s). this contract will terminate and the earnest money will be refunded to Purchaser. {Check one item only:]
|
_____
|
(1) This contract is subject to Purchaser being approved for the financing described in the attached Third Party Financing Condition Addendum.
|
_____
|
(2) This contract is not subject to Purchaser being approved for financing.
|
_____
|
B. ASSUMPTION: The assumption of the unpaid principal balance of one or more promissory notes described in the attached Loan Assumption Addendum.
|
_____
|
C. SELLER FINANCING: A promissory note from Purchaser to Seller of $200,000 bearing 0 ($NIL)% interest per annum, secured by [choose the appropriate instrument authorized within the state:] _______________ mortgage, or x vendor's and deed of trust liens, and containing the terms and conditions described in the attached Seller Financing Addendum. If an owner policy of title insurance is furnished. Purchaser shall furnish Seller with a mortgagee policy of title insurance.
|
Seller’s Initials AN, AN Buyer’s Initials JT
|
_____
|
(1) Within _____ days after the effective date of this contract, Seller, at Seller's expense, shall furnish a new survey to Purchaser.
|
_____
|
(2) Within _____ days after the effective date of this contract, Purchaser, at Purchaser's expense, shall obtain a new survey.
|
_____
|
(3) Within _____ days after the effective date of this contract, Seller shall furnish Seller's existing survey of the Property to Purchaser and the Title Company, along with Seller's affidavit acceptable to the Title Company for approval of the survey. If the survey is not approved by the Title Company or Purchaser's lender, a new survey will be obtained at [check one:] _____ Seller's _____ Purchaser's expense no later than 3 days prior to the Closing Date.
|
_____
|
(4) No survey is required.
|
Seller’s Initials AN, AN Buyer’s Initials JT
|
Seller’s Initials AN, AN Buyer’s Initials JT
|
9.
|
CLOSING:
|
10.
|
POSSESSION: Seller shall deliver possession of the Property to Purchaser upon closing and funding.
|
Seller’s Initials AN, AN Buyer’s Initials JT
|
13.
|
PRORATIONS AND ROLLBACK TAXES:
|
Seller’s Initials AN, AN Buyer’s Initials JT
|
15.
|
DEFAULT: If Purchaser fails to comply with this contract, Purchaser will be in default, and Seller may
|
Seller’s Initials AN, AN Buyer’s Initials JT
|
CORONUS ENERGY CORP.
1100 - 1200 WEST 73RD AVE.
VANCOUVER, BC V6P 6G5
|
AN NHIEN DAI NGUYEN
7921 GLENCOE AVE., APT #A
HUNTINGTON BEACH, CA 92647
|
Telephone: (604) 267-7078
Facsimile: (604) 267-7080
|
Telephone: (714) 848-1829
Facsimile:
|
_____
|
Third Party Financing Condition Addendum
|
_____
|
Seller Financing Addendum
|
_____
|
Loan Assumption Addendum
|
_____
|
Addendum for Property Subject to Mandatory Membership in an Owners' Association
|
_____
|
Addendum for Unimproved Property Located in a Certificated Service Area of a Utility Service Provider
|
_____
|
Addendum for Sale of Other Property by Purchaser
|
_____
|
Addendum for "Back-Up" Contract
|
_____
|
Environmental Assessment, Threatened or Endangered Species and Wetlands Addendum
|
_____
|
Addendum for Coastal Area Property
|
_____
|
Addendum for Property Located Seaward of the Gulf Intra coastal Waterway
|
_____
|
Addendum for Release of Liability on Assumption of FHA, VA or Conventional Loan Restoration of Seller's
|
Entitlement for VA Guaranteed Loan
|
|
_____
|
Other (list):
|
Purchaser's Attorney is:
|
Seller's Attorney is:
|
|
Telephone:
|
Telephone:
|
|
Facsimile:
|
Facsimile:
|
|
Seller’s Initials AN, AN Buyer’s Initials JT
|
JEFF THACHUCK
|
AN NHIEN NGUIEN
|
Coronus Solar Inc., Purchaser
|
Seller
|
ANTHONY B. NGUYEN
|
|
Seller
|
|
Seller
|
Date
|
Seller’s Initials AN, AN Buyer’s Initials JT
|
_____
|
(1) In one payment due MARCH 31, 2013after the date of the Note with interest payable [NO INTEREST PAYABLE],
|
_____
|
(2) In __________ installments of $_______________ [check all applicable items:] _______ including interest _____ plus interest beginning_____________ after the date of the Note and continuing at __________ intervals thereafter for __________ when the balance of the Note will be due and payable.
|
_____
|
(3) Interest only in __________ installments for the first __________ month(s) and thereafter in installments of $__________, (check all applicable items:) __________ including interest __________ plus interest beginning __________ after the date of the Note and continuing at __________ intervals thereafter for when the balance of the Note will be due and payable.
|
D.
|
SECURING INSTRUMENT: [Choose the appropriate instrument authorized within the state:) A _____ mortgage, or x deed of trust lien, will provide for the following:
|
_____
|
(a) Consent Not Required: The Property may be sold, conveyed or leased without the consent of Seller, provided any subsequent Purchaser assumes the Note.
|
x
|
(b) Consent Required: If all or any part of the Property is sold, conveyed, leased for a period longer than 3 years, leased with an option to purchase, or otherwise sold, without the prior written consent of Seller, Seller may declare the balance of the Note, to be immediately due and payable. The creation of a subordinate lien. any
|
Seller’s Initials AN, AN Buyer’s Initials JT
|
x
|
(a) Escrow Not Required: Purchaser shall furnish Seller annually, before the taxes become delinquent, evidence that all taxes on the Property have been paid. Purchaser shall furnish Seller annually evidence of paid-up casualty insurance naming Seller as an additional loss payee.
|
_____
|
(b) Escrow Required: With each installment Purchaser shall deposit with Seller in escrow a pro rata part of t estimated annual ad valorem taxes and casualty insurance premiums for the Property. Purchaser shall pay any deficiency within 30 days after notice from Seller. Purchaser's failure to pay the deficiency constitutes a default under the securing instrument Purchaser is not required to deposit any escrow payments for taxes and insurance that are deposited with a superior lien holder. The casualty insurance must name Seller as an additional loss payee.
|
PURCHASER:
|
|
December 5, 2012
|
JEFF THACHUCK
|
Date
|
[purchaser’s signature above/printed name below]
|
CORONUS ENERGY CORP.
|
|
SELLER:
|
|
AN NHIEN DAI NGUYEN
|
|
Date
|
[seller’s signature above/printed name below]
|
ANTHONY B. NGUYEN
|
|
[seller’s signature above/printed name below]
|
Seller’s Initials AN, AN Buyer’s Initials JT
|
|
1.0
|
When used in this Agreement, with initial capitalization, the terms specified shall have the meanings indicated in Distribution Provider's Rule 21.
|
|
2.0
|
Applicant elects and Distribution Provider shall cause to be performed Interconnection Studies consistent with Section F.3.d of Rule 21.
|
|
3.0
|
The scope of the Interconnection Studies shall be subject to the assumptions set forth in Attachments A and B to this Agreement.
|
|
4.0
|
The Interconnection Studies will be based upon the technical information provided by Applicant in the Interconnection Request, as may be modified as the result of the Scoping Meeting, subject to any modifications in accordance with Section F.3.d of Rule 21. Any technical data supplied by Applicant is assumed to be complete and accurate. Distribution Provider is not required to verify any information or data provided by Applicant as part of the Interconnection Studies. Distribution Provider reserves the right to request additional technical information from Applicant as may reasonably become necessary consistent with Good Utility Practice during the course of the Interconnection Studies. Applicant shall provide the requested technical information to Distribution provider within 30 Calendar Days of a written request for such information. Distribution Provider may suspend the Interconnection Studies until such information is provided and the due date for completion of the Interconnection Studies shall be adjusted to reflect the suspension period. If Applicant modifies its designated Point of Interconnection, Interconnection Request, or the technical information provided therein is modified, the Interconnection Studies may be modified as specified in Rule 21.
|
|
5.0
|
The Interconnection Study report for each Interconnection Study shall provide the information specified in Rule 21.
|
|
6.0
|
Applicant shall provide Interconnection Financial Security in accordance with Rule 21 Section F.4, including Section F.4.b which requires the Applicant to provide the initial Interconnection Financial Security on or before sixty (60) Calendar Days after being provided with the final Interconnection System Impact Study report.
|
|
7.0
|
Unless the Parties agree to waive the Facilities Study in accordance with Section F.3.d.vii of Rule 21, within (i) five (5) Business Days following the results meeting, or (ii) within twenty-five (25) Business Days of the receipt of the final Interconnection System Impact Study report if no Interconnection System Impact Study results meeting i s held, Applicant shall submit the Facilities Study deposit, if required, and any data required to Distribution Provider in accordance with Section F.3.d.vi of Rule 21.
|
|
8.0
|
Upon completion of the Interconnection Studies, Distribution Provider shall charge and Applicant shall pay the actual costs of the Interconnection Studies pursuant to Section E.3.a of Rule 21.
|
|
9. 0
|
The Distribution Provider may provide copies of the Interconnection Studies results to the ISO, an Affected System Operator and the Western Electricity Coordinating Council. Requests for review and input from any Affected System
|
|
10.0
|
Substantial portions of technical data and assumptions used to perform the Interconnection Studies, such as system conditions, existing and planned generation, and unit modeling, may change, other than changes described in Section 4, after the Distribution Provider provides the Interconnection Studies results to the Applicant. Interconnection Studies results will reflect available data at the time the Distribution Provider provides the Interconnection Study reports to the Applicant. If new data is provided after Distribution Provider has begun work on the Interconnection Studies, Distribution Provider is not responsible for updating the Interconnection Studies to reflect new information or a change in information used in the Interconnection Studies. Distribution Provider may determine that a new study, or revision or reevaluation of the Interconnection Studies is required. In that event, Applicant shall either enter into a separate agreement providing that it shall reimburse Distribution Provider for the costs of such new or revised study or its Interconnection Request will be deemed withdrawn. The Distribution Provider shall not be responsible for any additional costs, including, without limitation, costs of new or additional facilities, system upgrades, or schedule changes, that may be required as a result of changes in such data and assumptions.
|
|
11.0
|
The Distribution Provider shall maintain records and accounts of all costs incurred in performing the Interconnection Studies in sufficient detail to allow verification of all costs incurred, including associated overheads. The Applicant shall have the right, upon reasonable notice, at the Distribution Provider's offices and at its own expense, to audit the Distribution Provider's records as necessary and as appropriate in order to verify costs incurred by the Distribution Provider. Any audit requested by the Applicant shall be completed, and written notice of any audit dispute provided to the Distribution Provider, within one hundred eighty (180) Calendar Days following receipt by the Applicant of the Distribution Provider's notification of the final costs of the Interconnection Studies.
|
|
12.0
|
In accordance with Section F.6 of Rule 21, the Applicant may withdraw its Interconnection Request at any time by written notice to the Distribution Provider. Upon receipt of such notice, this Agreement shall terminate, subject to the requirements of Section D.7 and E.3.a of Rule 21.
|
|
13.0
|
This Agreement shall become effective upon the date the fully executed Agreement and the Detailed Study deposit as required by Section E.3.a are received by the Distribution Provider. If the Distribution Provider does not receive the fully executed Agreement and Detailed Study deposit pursuant to Section F.3.d of Rule 21 within thirty (30) Business Days after the scoping meeting, then the Interconnection Request will be deemed withdrawn.
|
|
14.1
|
Dispute Resolution. Any dispute arising out of or in connection with the Agreement shall be subject to the dispute resolution provisions of Rule 21.
|
|
14.2
|
Confidentiality. Confidential Information shall be treated in accordance with Section D.7 of Rule 21.
|
|
14.3
|
Binding Effect. This Agreement and the rights and obligations hereof, shall be binding upon and shall inure to the benefit of the successors and assigns of the Parties hereto.
|
|
14.4
|
Conflicts. In the event of a conflict between the body of this Agreement and any attachment, appendices or exhibits hereto, the terms and provisions of the body of this Agreement shall prevail and be deemed the final intent of the Parties.
|
|
14.5
|
Rules of Interpretation. This Agreement, unless a clear contrary intention appears, shall be construed and interpreted as follows: ( l) the singular number includes the plural number and vice versa; (2) reference to any person includes such person's successors and assigns but, in the case of a Party, only if such successors and assigns are permitted by this Agreement, and reference to a person in a particular capacity excludes such person in any other capacity or individually; (3) reference to any agreement (including this Agreement), document, instrument or tariff means such agreement, document, instrument, or tariff as amended o r modified and in effect from time to time in accordance with the terms thereof and, if applicable, the terms hereof; (4) reference to any applicable laws and regulations means such applicable laws and regulations as amended, modified, codified, or reenacted, in whole or in part, and in effect from time to time, including, if applicable, rules and regulations promulgated thereunder; (5) unless expressly stated otherwise, reference to any Article, Section or Appendix means such Article or Section of this Agreement or such Appendix to this Agreement, or such Section of Rule 21or such Appendix to Rule 21, as the case may be; (6) "hereunder", "hereof', ''herein", "hereto" and words of similar import shall be deemed references to this Agreement as a whole and not to any particular Article Section, or other provision hereof or thereof; (7) "including" (and with correlative meaning "include") means including without limiting the generality of any description preceding such term; and (8) relative to the determination of any period oftime, "from" means "from and including", "to" means ''to but excluding" and "through" means "through and including".
|
|
14.6
|
Entire Agreement. This Agreement, including all Appendices and Schedules attached hereto, constitutes the entire agreement between the Parties with reference to the subject matter hereof, and supersedes all prior
|
|
14.7
|
No Third Party Beneficiaries. This Agreement is not intended to and does not create rights, remedies, or benefits of any character whatsoever in favor of any persons, corporations, associations, or entities other than the Parties, and the obligations herein assumed are solely for the use and benefit of the Parties, their successors in interest and, where permitted, their assigns.
|
|
14.8
|
Waiver. The failure of a Party to this Agreement to insist, on any occasion, upon strict performance of any provision of this Agreement will not be considered a waiver of any obligation, right, or duty of, or imposed upon, such Party.
|
|
14.9
|
Headings. The descriptive headings of the various Articles and Sections of this Agreement have been inserted for convenience of reference only and are of no significance in the interpretation or construction of this Agreement
|
|
14.10
|
Multiple Counterparts. This Agreement may be executed in two or more counterparts, each of which is deemed an original but all constitute one and the same instrument.
|
|
14.11
|
Amendment. The Parties may by mutual agreement amend this Agreement by a written instrument duly executed by both of the Parties.
|
|
14.12
|
Modification by the Parties. The Parties may by mutual agreement amend the Appendices to this Agreement by a written instrument duly executed by both of the Parties. Such amendment shall become effective and a part of this Agreement upon satisfaction of all applicable laws and regulations.
|
|
14.13
|
No Partnership. This Agreement shall not be interpreted or construed to create an association, joint venture, agency relationship, or partnership between the Parties or to impose any partnership obligation or partnership
|
|
14.14
|
Assignment. This Agreement may be assigned by a Party only with the written consent of the other Party; provided that a Party may assign this Agreement without the consent of the other Party to any Affiliate of the assigning Party with an equal or greater credit rating and with the legal authority and operational ability to satisfy the obligations of the assigning Party under this Agreement; and provided further that the Applicant shall have the right to assign this Agreement, without the consent of the other Party, for collateral security purposes to aid in providing financing for the Generating Facility, provided that the Applicant will require any secured party, trustee or mortgagee to notify the other Party of any such assignment. Any financing arrangement entered into by the Applicant pursuant to this Section will provide that prior to or upon the exercise of the secured party's, trustee's or mortgagee's assignment rights pursuant to said arrangement, the secured creditor, the trustee or mortgagee will notify the other Party of the date and particulars of any such exercise of assignment right(s). Any attempted assignment that violates this Section is void and ineffective. Any assignment under this Agreement shall not relieve a Party of its obligations, nor shall a Party's obligations be enlarged, in whole or in part, by reason thereof. Where required, consent to assignment will not be unreasonably withheld, conditioned or delayed.
|
|
14.15
|
This Agreement is subject to the applicable provisions of SCE's tariffs, including Rule 21, as filed and authorized by the California Public Utilities Commission ("CPUC"). This Agreement shall at all times be subject to such changes or modifications by the CPUC, as the CPUC may, from time to time, direct in the exercise of its jurisdiction. This Agreement is pending before the CPUC in Rulemaking 11-09-011 and has not yet been approved. Pursuant to Rule 21, § H.l.f, the parties agree to adopt into this Agreement any changes that the CPUC may make to this Agreement when the CPUC approves it.
|
|
a.
|
Point of Interconnection: The Apple Valley East 1 Project is proposed to be interconnected to Tussing 12 kV circuit out of Apple Valley 115/12 kV substation.
|
|
b.
|
Interconnection Customer will install a 1.5 MW photovoltaic generating facility, which consists of photovoltaic panels, two (2) SMA Solar Technology 750 kW inverters, one (1) customer owned transformer and power factor correction equipment, meters and metering equipment, and appurtenant equipment
|
|
c.
|
Distribution Service will be provided from the Tussing 12 kV circuit, through Distribution Provider's Distribution System.
|
|
d.
|
The Interconnection Customer has requested an operating date of February 1, 2013. Such assumption shall be subject to change after study results, permitting requirements, design, land issues and material lead times are known, so that a more accurate determination of these items can be made.
|
Environmental survey start:
|
Date
|
N/A
|
|
Environmental impact report submittal:
|
Date
|
N/A
|
|
Procurement of project equipment:
|
Date
|
N/A
|
|
Begin Construction
|
Date:
|
N/A
|
|
Generator step-up transformer
|
Date:
|
N/A
|
|
receives back feed power
|
|||
Generation Testing
|
Date:
|
N/A
|
|
Commercial Operation
|
Date:
|
N/A
|
|
1.0
|
When used in this Agreement, with initial capitalization, the terms specified shall have the meanings indicated in Distribution Provider's Rule 21.
|
|
2.0
|
Applicant elects and Distribution Provider shall cause to be performed Interconnection Studies consistent with Section F.3.d of Rule 21.
|
|
3.0
|
The scope of the Interconnection Studies shall be subject to the assumptions set forth in Attachments A and B to this Agreement.
|
|
4.0
|
The Interconnection Studies will be based upon the technical information provided by Applicant in the Interconnection Request, as may be modified as the result of the Scoping Meeting, subject to any modifications in accordance with Section F.3.d of Rule 21. Any technical data supplied by Applicant is assumed to be complete and accurate. Distribution Provider is not required to verify any information or data provided by Applicant as part of the Interconnection Studies. Distribution Provider reserves the right to request additional technical information from Applicant as may reasonably become necessary consistent with Good Utility Practice during the course of the Interconnection Studies. Applicant shall provide the requested technical information to Distribution provider within 30 Calendar Days of a written request for such information. Distribution Provider may suspend the Interconnection Studies until such information is provided and the due date for completion of the Interconnection Studies shall be adjusted to reflect the suspension period. If Applicant modifies its designated Point of Interconnection, Interconnection Request, or the technical information provided therein is modified, the Interconnection Studies may be modified as specified in Rule 21.
|
|
5.0
|
The Interconnection Study report for each Interconnection Study shall provide the information specified in Rule 21.
|
|
6.0
|
Applicant shall provide Interconnection Financial Security in accordance with Rule 21 Section F.4, including Section F.4.b which requires the Applicant to provide the initial Interconnection Financial Security on or before sixty (60) Calendar Days after being provided with the final Interconnection System Impact Study report.
|
|
7.0
|
Unless the Parties agree to waive the Facilities Study in accordance with Section F.3.d.vii of Rule 21, within (i) five (5) Business Days following the results meeting, or (ii) within twenty-five (25) Business Days of the receipt of the final Interconnection System Impact Study report if no Interconnection System Impact Study results meeting i s held, Applicant shall submit the Facilities Study deposit, if required, and any data required to Distribution Provider in accordance with Section F.3.d.vi of Rule 21.
|
|
8.0
|
Upon completion of the Interconnection Studies, Distribution Provider shall charge and Applicant shall pay the actual costs of the Interconnection Studies pursuant to Section E.3.a of Rule 21.
|
|
9. 0
|
The Distribution Provider may provide copies of the Interconnection Studies results to the ISO, an Affected System Operator and the Western Electricity Coordinating Council. Requests for review and input from any Affected System
|
|
10.0
|
Substantial portions of technical data and assumptions used to perform the Interconnection Studies, such as system conditions, existing and planned generation, and unit modeling, may change, other than changes described in Section 4, after the Distribution Provider provides the Interconnection Studies results to the Applicant. Interconnection Studies results will reflect available data at the time the Distribution Provider provides the Interconnection Study reports to the Applicant. If new data is provided after Distribution Provider has begun work on the Interconnection Studies, Distribution Provider is not responsible for updating the Interconnection Studies to reflect new information or a change in information used in the Interconnection Studies. Distribution Provider may determine that a new study, or revision or reevaluation of the Interconnection Studies is required. In that event, Applicant shall either enter into a separate agreement providing that it shall reimburse Distribution Provider for the costs of such new or revised study or its Interconnection Request will be deemed withdrawn. The Distribution Provider shall not be responsible for any additional costs, including, without limitation, costs of new or additional facilities, system upgrades, or schedule changes, that may be required as a result of changes in such data and assumptions.
|
|
11.0
|
The Distribution Provider shall maintain records and accounts of all costs incurred in performing the Interconnection Studies in sufficient detail to allow verification of all costs incurred, including associated overheads. The Applicant shall have the right, upon reasonable notice, at the Distribution Provider's offices and at its own expense, to audit the Distribution Provider's records as necessary and as appropriate in order to verify costs incurred by the Distribution Provider. Any audit requested by the Applicant shall be completed, and written notice of any audit dispute provided to the Distribution Provider, within one hundred eighty (180) Calendar Days following receipt by the Applicant of the Distribution Provider's notification of the final costs of the Interconnection Studies.
|
|
12.0
|
In accordance with Section F.6 of Rule 21, the Applicant may withdraw its Interconnection Request at any time by written notice to the Distribution Provider. Upon receipt of such notice, this Agreement shall terminate, subject to the requirements of Section D.7 and E.3.a of Rule 21.
|
|
13.0
|
This Agreement shall become effective upon the date the fully executed Agreement and the Detailed Study deposit as required by Section E.3.a are received by the Distribution Provider. If the Distribution Provider does not receive the fully executed Agreement and Detailed Study deposit pursuant to Section F.3.d of Rule 21 within thirty (30) Business Days after the scoping meeting, then the Interconnection Request will be deemed withdrawn.
|
|
14.1
|
Dispute Resolution. Any dispute arising out of or in connection with the Agreement shall be subject to the dispute resolution provisions of Rule 21.
|
|
14.2
|
Confidentiality. Confidential Information shall be treated in accordance with Section D.7 of Rule 21.
|
|
14.3
|
Binding Effect. This Agreement and the rights and obligations hereof, shall be binding upon and shall inure to the benefit of the successors and assigns of the Parties hereto.
|
|
14.4
|
Conflicts. In the event of a conflict between the body of this Agreement and any attachment, appendices or exhibits hereto, the terms and provisions of the body of this Agreement shall prevail and be deemed the final intent of the Parties.
|
|
14.5
|
Rules of Interpretation. This Agreement, unless a clear contrary intention appears, shall be construed and interpreted as follows: ( l) the singular number includes the plural number and vice versa; (2) reference to any person includes such person's successors and assigns but, in the case of a Party, only if such successors and assigns are permitted by this Agreement, and reference to a person in a particular capacity excludes such person in any other capacity or individually; (3) reference to any agreement (including this Agreement), document, instrument or tariff means such agreement, document, instrument, or tariff as amended o r modified and in effect from time to time in accordance with the terms thereof and, if applicable, the terms hereof; (4) reference to any applicable laws and regulations means such applicable laws and regulations as amended, modified, codified, or reenacted, in whole or in part, and in effect from time to time, including, if applicable, rules and regulations promulgated thereunder; (5) unless expressly stated otherwise, reference to any Article, Section or Appendix means such Article or Section of this Agreement or such Appendix to this Agreement, or such Section of Rule 21or such Appendix to Rule 21, as the case may be; (6) "hereunder", "hereof', ''herein", "hereto" and words of similar import shall be deemed references to this Agreement as a whole and not to any particular Article Section, or other provision hereof or thereof; (7) "including" (and with correlative meaning "include") means including without limiting the generality of any description preceding such term; and (8) relative to the determination of any period oftime, "from" means "from and including", "to" means ''to but excluding" and "through" means "through and including".
|
|
14.6
|
Entire Agreement. This Agreement, including all Appendices and Schedules attached hereto, constitutes the entire agreement between the Parties with reference to the subject matter hereof, and supersedes all prior
|
|
14.7
|
No Third Party Beneficiaries. This Agreement is not intended to and does not create rights, remedies, or benefits of any character whatsoever in favor of any persons, corporations, associations, or entities other than the Parties, and the obligations herein assumed are solely for the use and benefit of the Parties, their successors in interest and, where permitted, their assigns.
|
|
14.8
|
Waiver. The failure of a Party to this Agreement to insist, on any occasion, upon strict performance of any provision of this Agreement will not be considered a waiver of any obligation, right, or duty of, or imposed upon, such Party.
|
|
14.9
|
Headings. The descriptive headings of the various Articles and Sections of this Agreement have been inserted for convenience of reference only and are of no significance in the interpretation or construction of this Agreement
|
|
14.10
|
Multiple Counterparts. This Agreement may be executed in two or more counterparts, each of which is deemed an original but all constitute one and the same instrument.
|
|
14.11
|
Amendment. The Parties may by mutual agreement amend this Agreement by a written instrument duly executed by both of the Parties.
|
|
14.12
|
Modification by the Parties. The Parties may by mutual agreement amend the Appendices to this Agreement by a written instrument duly executed by both of the Parties. Such amendment shall become effective and a part of this Agreement upon satisfaction of all applicable laws and regulations.
|
|
14.13
|
No Partnership. This Agreement shall not be interpreted or construed to create an association, joint venture, agency relationship, or partnership between the Parties or to impose any partnership obligation or partnership
|
|
14.14
|
Assignment. This Agreement may be assigned by a Party only with the written consent of the other Party; provided that a Party may assign this Agreement without the consent of the other Party to any Affiliate of the assigning Party with an equal or greater credit rating and with the legal authority and operational ability to satisfy the obligations of the assigning Party under this Agreement; and provided further that the Applicant shall have the right to assign this Agreement, without the consent of the other Party, for collateral security purposes to aid in providing financing for the Generating Facility, provided that the Applicant will require any secured party, trustee or mortgagee to notify the other Party of any such assignment. Any financing arrangement entered into by the Applicant pursuant to this Section will provide that prior to or upon the exercise of the secured party's, trustee's or mortgagee's assignment rights pursuant to said arrangement, the secured creditor, the trustee or mortgagee will notify the other Party of the date and particulars of any such exercise of assignment right(s). Any attempted assignment that violates this Section is void and ineffective. Any assignment under this Agreement shall not relieve a Party of its obligations, nor shall a Party's obligations be enlarged, in whole or in part, by reason thereof. Where required, consent to assignment will not be unreasonably withheld, conditioned or delayed.
|
|
14.15
|
This Agreement is subject to the applicable provisions of SCE's tariffs, including Rule 21, as filed and authorized by the California Public Utilities Commission ("CPUC"). This Agreement shall at all times be subject to such changes or modifications by the CPUC, as the CPUC may, from time to time, direct in the exercise of its jurisdiction. This Agreement is pending before the CPUC in Rulemaking 11-09-011 and has not yet been approved. Pursuant to Rule 21, § H.l.f, the parties agree to adopt into this Agreement any changes that the CPUC may make to this Agreement when the CPUC approves it.
|
|
a.
|
Point of Interconnection: The Apple Valley East 2 Project is proposed to be interconnected to Tussing 12 kV circuit out of Apple Valley 115/12 kV substation.
|
|
b.
|
Interconnection Customer will install a 1.5 MW photovoltaic generating facility, which consists of photovoltaic panels, two (2) SMA Solar Technology 750 kW inverters, one (1) customer owned transformer and power factor correction equipment, meters and metering equipment, and appurtenant equipment
|
|
c.
|
Distribution Service will be provided from the Tussing 12 kV circuit, through Distribution Provider's Distribution System.
|
|
d.
|
The Interconnection Customer has requested an operating date of February 1, 2013. Such assumption shall be subject to change after study results, permitting requirements, design, land issues and material lead times are known, so that a more accurate determination of these items can be made.
|
Environmental survey start:
|
Date
|
N/A
|
|
Environmental impact report submittal:
|
Date
|
N/A
|
|
Procurement of project equipment:
|
Date
|
N/A
|
|
Begin Construction
|
Date:
|
N/A
|
|
Generator step-up transformer
|
Date:
|
N/A
|
|
receives back feed power
|
|||
Generation Testing
|
Date:
|
N/A
|
|
Commercial Operation
|
Date:
|
N/A
|
Execution Form
|
1
|
Promissory Note / CFFC/ Coronus
Energy Inc. and Borrower Entities
|
Execution Form
|
2
|
Promissory Note / CFFC/ Coronus
Energy and Borrower Entities
|
Execution Form
|
3
|
Promissory Note / CFFC/ Coronus
Energy and Borrower Entities
|
Execution Form
|
4
|
Promissory Note / CFFC/ Coronus
Energy and Borrower Entities
|
Execution Form
|
5
|
Promissory Note / CFFC/ Coronus
Energy and Borrower Entities
|
Execution Form
|
6
|
Promissory Note / CFFC/ Coronus
Energy and Borrower Entities
|
To Lender:
|
Clean Focus Financing Company, LP
150 Mathilda Place
Suite 206
Sunnyvale, California 94086
Attn: Stanley Chin
|
|
To Borrower:
|
Coronus Energy Corp.
1100-1200 West 73rd Avenue
Vancouver, British Columbia
Canada V6P 6G5
Attn: Jeff Thachuk, President
|
|
To Guarantor:
|
Coronus Solar, Inc.
1600 - 609 Granville Street
Vancouver, British Columbia
Canada V7Y IC3
Attn: Jeff Thachuk, President
|
Execution Form
|
7
|
Promissory Note / CFFC/ Coronus
Energy and Borrower Entities
|
Execution Form
|
8
|
Promissory Note / CFFC/ Coronus
Energy and Borrower Entities
|
Execution Form
|
9
|
Promissory Note / CFFC/ Coronus
Energy and Borrower Entities
|
Execution Form
|
10
|
Promissory Note / CFFC/ Coronus
Energy and Borrower Entities
|
BORROWER:
|
|||
CORONUS ENERGY CORP., a Delaware
|
|||
corporation
|
|||
By:
|
Jeff Thachuk
|
||
Name:
|
Jeff Thachuk
|
||
Title:
|
President
|
||
CORONUS 29-PALMS NORTH 1 LLC, a
|
|||
Delaware limited liability company
|
|||
By:
|
Jeff Thachuk
|
||
Name:
|
Jeff Thachuk
|
||
Title:
|
President
|
||
CORONUS 29-PALMS NORTH 2 LLC, a
|
|||
Delaware limited liability company
|
|||
By:
|
Jeff Thachuk
|
||
Name:
|
Jeff Thachuk
|
||
Title:
|
President
|
Execution Form
|
11
|
Promissory Note / CFFC/ Coronus
Energy and Borrower Entities
|
CORONUS 29-PALMS NORTH 3 LLC, a
|
|||
Delaware limited liability company
|
|||
By:
|
Jeff Thachuk
|
||
Name:
|
Jeff Thachuk
|
||
Title:
|
President
|
||
CORONUS YUCCA VALLEY EAST 1 LLC, a
|
|||
Delaware limited liability company
|
|||
By:
|
Jeff Thachuk
|
||
Name:
|
Jeff Thachuk
|
||
Title:
|
President
|
||
CORONUS YUCCA VALLEY EAST 2 LLC, a
|
|||
Delaware limited liability company
|
|||
By:
|
Jeff Thachuk
|
||
Name:
|
Jeff Thachuk
|
||
Title:
|
President
|
||
CORONUS YUCCA VALLEY EAST 3LLC, a
|
|||
Delaware limited liability company
|
|||
By:
|
Jeff Thachuk
|
||
Name:
|
Jeff Thachuk
|
||
Title:
|
President
|
Execution Form
|
12
|
Promissory Note / CFFC/ Coronus
Energy and Borrower Entities
|
CORONUS JOSHUA TREE EAST 1 LLC, a
|
|||
Delaware limited liability company
|
|||
By:
|
Jeff Thachuk
|
||
Name:
|
Jeff Thachuk
|
||
Title:
|
President
|
||
CORONUS JOSHUA TREE EAST 2 LLC, a
|
|||
Delaware limited liability company
|
|||
By:
|
Jeff Thachuk
|
||
Name:
|
Jeff Thachuk
|
||
Title:
|
President
|
||
CORONUS JOSHUA TREE EAST 3 LLC, a
|
|||
Delaware limited liability company
|
|||
By:
|
Jeff Thachuk
|
||
Name:
|
Jeff Thachuk
|
||
Title:
|
President
|
||
CORONUS JOSHUA TREE EAST 4 LLC, a
|
|||
Delaware limited liability company
|
|||
By:
|
Jeff Thachuk
|
||
Name:
|
Jeff Thachuk
|
||
Title:
|
President
|
Execution Form
|
13
|
Promissory Note / CFFC/ Coronus
Energy and Borrower Entities
|
CORONUS JOSHUA TREE EAST 5 LLC, a
|
|||
Delaware limited liability company
|
|||
By:
|
Jeff Thachuk
|
||
Name:
|
Jeff Thachuk
|
||
Title:
|
President
|
||
CORONUS APPLE VALLEY EAST 1 LLC, a
|
|||
Delaware limited liability company
|
|||
By:
|
Jeff Thachuk
|
||
Name:
|
Jeff Thachuk
|
||
Title:
|
President
|
||
CORONUS APPLE VALLEY EAST 2 LLC, a
|
|||
Delaware limited liability company
|
|||
By:
|
Jeff Thachuk
|
||
Name:
|
Jeff Thachuk
|
||
Title:
|
President
|
||
CORONUS ADELANTO WEST 1 LLC, a
|
|||
Delaware limited liability company
|
|||
By:
|
Jeff Thachuk
|
||
Name:
|
Jeff Thachuk
|
||
Title:
|
President
|
Execution Form
|
14
|
Promissory Note / CFFC/ Coronus
Energy and Borrower Entities
|
CORONUS ADELANTO WEST 2 LLC, a
|
|||
Delaware limited liability company
|
|||
By:
|
Jeff Thachuk
|
||
Name:
|
Jeff Thachuk
|
||
Title:
|
President
|
Execution Form
|
15
|
Promissory Note / CFFC/ Coronus
Energy and Borrower Entities
|
Draw
|
Draw Date
|
Amount
|
1
|
Within, at most, two (2) business days of signing of this Promissory Note and Loan Documents
|
$1,500,000
|
2
|
January 6, 2013
|
$500,000
|
3
|
January 31, 2013
|
$1,000,000
|
4
|
February 28, 2013
|
$1,000,000
|
Execution Form
|
16
|
Promissory Note / CFFC/ Coronus
Energy and Borrower Entities
|
Execution Form
|
1 |
CFFC / Coronus Energy
Security Agreement
|
Execution Form
|
2
|
CFFC / Coronus Energy
Security Agreement
|
Execution Form
|
3
|
CFFC / Coronus Energy
Security Agreement
|
Execution Form
|
4
|
CFFC / Coronus Energy
Security Agreement
|
Execution Form
|
5
|
CFFC / Coronus Energy
Security Agreement
|
Execution Form
|
6
|
CFFC / Coronus Energy
Security Agreement
|
Execution Form
|
7
|
CFFC / Coronus Energy
Security Agreement
|
3.10
|
Limitations on Amendments, Modifications, Terminations, Waivers and Extensions of Contracts and Agreements Giving Rise to Accounts
|
Execution Form
|
8
|
CFFC / Coronus Energy
Security Agreement
|
Execution Form
|
9
|
CFFC / Coronus Energy
Security Agreement
|
Execution Form
|
10
|
CFFC / Coronus Energy
Security Agreement
|
Execution Form
|
11
|
CFFC / Coronus Energy
Security Agreement
|
Execution Form
|
12
|
CFFC / Coronus Energy
Security Agreement
|
Execution Form
|
13
|
CFFC / Coronus Energy
Security Agreement
|
Execution Form
|
14
|
CFFC / Coronus Energy
Security Agreement
|
Execution Form
|
15
|
CFFC / Coronus Energy
Security Agreement
|
Execution Form
|
16
|
CFFC / Coronus Energy
Security Agreement
|
[Signature Pages Follow]
|
Execution Form
|
17
|
CFFC / Coronus Energy
Security Agreement
|
BORROWER:
|
|||
CORONUS ENERGY CORP., a Delaware
|
|||
corporation
|
|||
By:
|
Jeff Thachuk
|
||
Name:
|
Jeff Thachuk
|
||
Title:
|
President
|
||
CORONUS 29-PALMS NORTH 1 LLC, a
|
|||
Delaware limited liability company
|
|||
By:
|
Jeff Thachuk
|
||
Name:
|
Jeff Thachuk
|
||
Title:
|
President
|
||
CORONUS 29-PALMS NORTH 2 LLC, a
|
|||
Delaware limited liability company
|
|||
By:
|
Jeff Thachuk
|
||
Name:
|
Jeff Thachuk
|
||
Title:
|
President
|
18
|
CFFC / Coronus Energy
Security Agreement
|
CORONUS 29-PALMS NORTH 3 LLC, a
|
|||
Delaware limited liability company
|
|||
By:
|
Jeff Thachuk
|
||
Name:
|
Jeff Thachuk
|
||
Title:
|
President
|
||
CORONUS YUCCA VALLEY EAST 1 LLC, a
|
|||
Delaware limited liability company
|
|||
By:
|
Jeff Thachuk
|
||
Name:
|
Jeff Thachuk
|
||
Title:
|
President
|
||
CORONUS YUCCA VALLEY EAST 2 LLC, a
|
|||
Delaware limited liability company
|
|||
By:
|
Jeff Thachuk
|
||
Name:
|
Jeff Thachuk
|
||
Title:
|
President
|
||
CORONUS YUCCA VALLEY EAST 3LLC, a
|
|||
Delaware limited liability company
|
|||
By:
|
Jeff Thachuk
|
||
19
|
CFFC / Coronus Energy
Security Agreement
|
Name:
|
Jeff Thachuk
|
||
Title:
|
President
|
CORONUS JOSHUA TREE EAST 1 LLC, a
|
|||
Delaware limited liability company
|
|||
By:
|
Jeff Thachuk
|
||
Name:
|
Jeff Thachuk
|
||
Title:
|
President
|
||
CORONUS JOSHUA TREE EAST 2 LLC, a
|
|||
Delaware limited liability company
|
|||
By:
|
Jeff Thachuk
|
||
Name:
|
Jeff Thachuk
|
||
Title:
|
President
|
||
CORONUS JOSHUA TREE EAST 3 LLC, a
|
|||
Delaware limited liability company
|
|||
By:
|
Jeff Thachuk
|
||
Name:
|
Jeff Thachuk
|
||
Title:
|
President
|
||
CORONUS JOSHUA TREE EAST 4 LLC, a
|
|||
Delaware limited liability company
|
|||
By:
|
Jeff Thachuk
|
20
|
CFFC / Coronus Energy
Security Agreement
|
Name:
|
Jeff Thachuk
|
||
Title:
|
President
|
CORONUS JOSHUA TREE EAST 5 LLC, a
|
|||
Delaware limited liability company
|
|||
By:
|
Jeff Thachuk
|
||
Name:
|
Jeff Thachuk
|
||
Title:
|
President
|
||
CORONUS APPLE VALLEY EAST 1 LLC, a
|
|||
Delaware limited liability company
|
|||
By:
|
Jeff Thachuk
|
||
Name:
|
Jeff Thachuk
|
||
Title:
|
President
|
||
CORONUS APPLE VALLEY EAST 2 LLC, a
|
|||
Delaware limited liability company
|
|||
By:
|
Jeff Thachuk
|
||
Name:
|
Jeff Thachuk
|
||
Title:
|
President
|
||
CORONUS ADELANTO WEST 1 LLC, a
|
|||
Delaware limited liability company
|
|||
By:
|
Jeff Thachuk
|
21
|
CFFC / Coronus Energy
Security Agreement
|
Name:
|
Jeff Thachuk
|
||
Title:
|
President
|
CORONUS ADELANTO WEST 2 LLC, a
|
|||
Delaware limited liability company
|
|||
By:
|
Jeff Thachuk
|
||
Name:
|
Jeff Thachuk
|
||
Title:
|
President
|
22
|
CFFC / Coronus Energy
Security Agreement
|
1.
|
Coronus 29-Palms North 1 LLC, a Delaware limited liability company
|
2.
|
Coronus 29-Palms North 2 LLC, a Delaware limited liability company
|
3.
|
Coronus 29-Palms North 3 LLC, a Delaware limited liability company
|
4.
|
Coronus Yucca Valley East 1 LLC, a Delaware limited liability company
|
5.
|
Coronus Yucca Valley East 2 LLC, a Delaware limited liability company
|
6.
|
Coronus Yucca Valley East 3 LLC, a Delaware limited liability company
|
7.
|
Coronus Joshua Tree East 1 LLC, a Delaware limited liability company
|
8.
|
Coronus Joshua Tree East 2 LLC, a Delaware limited liability company
|
9.
|
Coronus Joshua Tree East 3 LLC, a Delaware limited liability company
|
10.
|
Coronus Joshua Tree East 4 LLC, a Delaware limited liability company
|
11.
|
Coronus Joshua Tree East 5 LLC, a Delaware limited liability company
|
12.
|
Coronus Apple Valley East 1 LLC, a Delaware limited liability company
|
13.
|
Coronus Apple Valley East 2 LLC, a Delaware limited liability company
|
14.
|
Coronus Adelanto West 1 LLC, a Delaware limited liability company
|
15.
|
Coronus Adelanto West 2 LLC, a Delaware limited liability company
|
CFFC / Coronus Energy
Security Agreement
|
Plant Name:
|
Coronus 29-Palms North 1
|
Street Address:
|
4502 Mesquite Springs Road
|
City, State, Zip
|
Twentynine Palms, CA 92277
|
County:
|
San Bernardino
|
Latitude:
|
34.1707
|
Longitude:
|
-116.073
|
Owner Legal Name:
|
Coronus 29-Palms North 1 LLC
|
EIN
|
80-0828038
|
Street Address:
|
1100 - 1200 West 73rd Ave.
|
City, State, Zip
|
Vancouver, BC V6P 6G5
|
Country
|
Canada
|
Plant Name:
|
Coronus 29-Palms North 2
|
Street Address:
|
4502 Mesquite Springs Road
|
City, State, Zip
|
Twentynine Palms, CA 92277
|
County:
|
San Bernardino
|
Latitude:
|
34.1703
|
Longitude:
|
-116.0756
|
Owner Legal Name:
|
Coronus 29-Palms North 2 LLC
|
EIN
|
80-0836057
|
Street Address:
|
1100 - 1200 West 73rd Ave.
|
City, State, Zip
|
Vancouver, BC V6P 6G5
|
Country
|
Canada
|
Plant Name:
|
Coronus 29-Palms North 3
|
Street Address:
|
4502 Mesquite Springs Road
|
City, State, Zip
|
Twentynine Palms, CA 92277
|
County:
|
San Bernardino
|
Latitude:
|
34.170573
|
Longitude:
|
-116.078145
|
Owner Legal Name:
|
Coronus 29-Palms North 3 LLC
|
EIN
|
36-4739496
|
Street Address:
|
1100 - 1200 West 73rd Ave.
|
City, State, Zip
|
Vancouver, BC V6P 6G5
|
Country
|
Canada
|
Plant Name:
|
Coronus Yucca Valley East 1
|
Street Address:
|
60097 Alta Loma Tr.
|
City, State, Zip
|
Joshua Tree, CA 92252
|
County:
|
San Bernardino
|
Latitude:
|
34.11969
|
Longitude:
|
-116.355914
|
Owner Legal Name:
|
Coronus Yucca Valley East 1 LLC
|
EIN
|
80-0835715
|
Street Address:
|
1100 - 1200 West 73rd Ave.
|
City, State, Zip
|
Vancouver, BC V6P 6G5
|
Country
|
Canada
|
Plant Name:
|
Coronus Yucca Valley East 2
|
Street Address:
|
60097 Alta Loma Tr.
|
City, State, Zip
|
Joshua Tree, CA 92252
|
County:
|
San Bernardino
|
Latitude:
|
34.11848
|
Longitude:
|
-116.355656
|
Owner Legal Name:
|
Coronus Yucca Valley East 2 LLC
|
EIN
|
90-0874868
|
Street Address:
|
1100 - 1200 West 73rd Ave.
|
City, State, Zip
|
Vancouver, BC V6P 6G5
|
Country
|
Canada
|
Plant Name:
|
Coronus Yucca Valley East 3
|
Street Address:
|
60097 Alta Loma Tr.
|
City, State, Zip
|
Joshua Tree, CA 92252
|
County:
|
San Bernardino
|
Latitude:
|
34.1178
|
Longitude:
|
-116.355658
|
Owner Legal Name:
|
Coronus Yucca Valley East 3 LLC
|
EIN
|
99-0383426
|
Street Address:
|
1100 - 1200 West 73rd Ave.
|
City, State, Zip
|
Vancouver, BC V6P 6G5
|
Country
|
Canada
|
Plant Name:
|
Coronus Joshua Tree East 1
|
Street Address:
|
6350 Mount Shasta Ave.
|
City, State, Zip
|
Joshua Tree, CA 92252
|
County:
|
San Bernardino
|
Latitude:
|
34.137889
|
Longitude:
|
-116.226089
|
Owner Legal Name:
|
Coronus Joshua Tree East 1 LLC
|
EIN
|
80-0842132
|
Street Address:
|
1100 - 1200 West 73rd Ave.
|
City, State, Zip
|
Vancouver, BC V6P 6G5
|
Country
|
Canada
|
Plant Name:
|
Coronus Joshua Tree East 2
|
Street Address:
|
6350 Mount Shasta Ave.
|
City, State, Zip
|
Joshua Tree, CA 92252
|
County:
|
San Bernardino
|
Latitude:
|
34.139815
|
Longitude:
|
-116.226152
|
Owner Legal Name:
|
Coronus Joshua Tree East 2 LLC
|
EIN
|
99-0379528
|
Street Address:
|
1100 - 1200 West 73rd Ave.
|
City, State, Zip
|
Vancouver, BC V6P 6G5
|
Country
|
Canada
|
Plant Name:
|
Coronus Joshua Tree East 3
|
Street Address:
|
6350 Mount Shasta Ave.
|
City, State, Zip
|
Joshua Tree, CA 92252
|
County:
|
San Bernardino
|
Latitude:
|
34.13737
|
Longitude:
|
-116.227244
|
Owner Legal Name:
|
Coronus Joshua Tree East 3 LLC
|
EIN
|
99-0379566
|
Street Address:
|
1100 - 1200 West 73rd Ave.
|
City, State, Zip
|
Vancouver, BC V6P 6G5
|
Country
|
Canada
|
Plant Name:
|
Coronus Joshua Tree East 4
|
Street Address:
|
6350 Mount Shasta Ave.
|
City, State, Zip
|
Joshua Tree, CA 92252
|
County:
|
San Bernardino
|
Latitude:
|
34.139815
|
Longitude:
|
-116.226152
|
Owner Legal Name:
|
Coronus Joshua Tree East 4 LLC
|
EIN
|
99-0381552
|
Street Address:
|
1100 - 1200 West 73rd Ave.
|
City, State, Zip
|
Vancouver, BC V6P 6G5
|
Country
|
Canada
|
Plant Name:
|
Coronus Joshua Tree East 5
|
Street Address:
|
6350 Mount Shasta Ave.
|
City, State, Zip
|
Joshua Tree, CA 92252
|
County:
|
San Bernardino
|
Latitude:
|
34.13737
|
Longitude:
|
-116.227244
|
Owner Legal Name:
|
Coronus Joshua Tree East 5 LLC
|
EIN
|
98-1074488
|
Street Address:
|
1100 - 1200 West 73rd Ave.
|
City, State, Zip
|
Vancouver, BC V6P 6G5
|
Country
|
Canada
|
Plant Name:
|
Coronus Apple Valley East 1
|
Street Address:
|
10501 Central Road
|
City, State, Zip
|
Apple Valley, CA 92308
|
County:
|
San Bernardino
|
Latitude:
|
34.4417
|
Longitude:
|
-117.171
|
Owner Legal Name:
|
Coronus Apple Valley East 1 LLC
|
EIN
|
41-2282036
|
Street Address:
|
1100 - 1200 West 73rd Ave.
|
City, State, Zip
|
Vancouver, BC V6P 6G5
|
Country
|
Canada
|
Plant Name:
|
Coronus Apple Valley East 2
|
Street Address:
|
10501 Central Road
|
City, State, Zip
|
Apple Valley, CA 92308
|
County:
|
San Bernardino
|
Latitude:
|
34.4404
|
Longitude:
|
-117.171
|
Owner Legal Name:
|
Coronus Apple Valley East 2 LLC
|
EIN
|
98-1074961
|
Street Address:
|
1100 - 1200 West 73rd Ave.
|
City, State, Zip
|
Vancouver, BC V6P 6G5
|
Country
|
Canada
|
Plant Name:
|
Coronus Adelanto West 1
|
Street Address:
|
8970 Cassia Road
|
City, State, Zip
|
Adelanto, CA 92301
|
County:
|
San Bernardino
|
Latitude:
|
34.5493
|
Longitude:
|
-117.465
|
Owner Legal Name:
|
Coronus Adelanto West 1 LLC
|
EIN
|
99-0381592
|
Street Address:
|
1100 - 1200 West 73rd Ave.
|
City, State, Zip
|
Vancouver, BC V6P 6G5
|
Country
|
Canada
|
Plant Name:
|
Coronus Adelanto West 2
|
Street Address:
|
8970 Cassia Road
|
City, State, Zip
|
Adelanto, CA 92301
|
County:
|
San Bernardino
|
Latitude:
|
34.5478
|
Longitude:
|
-117.465
|
Owner Legal Name:
|
Coronus Adelanto West 2 LLC
|
EIN
|
39-2079889
|
Street Address:
|
1100 - 1200 West 73rd Ave.
|
City, State, Zip
|
Vancouver, BC V6P 6G5
|
Country
|
Canada
|
1)
|
Those certain Power Purchase Agreements by and between Southern California Edison Company, a California corporation, as electricity customer, and
|
a)
|
Coronus 29-Palms North 1 LLC, a Delaware Limited Liability Company, as Producer, dated August 30, 2012.
|
b)
|
Coronus 29-Palms North 2 LLC, a Delaware Limited Liability Company, as Producer, dated August 30, 2012.
|
c)
|
Coronus 29-Palms North 3 LLC, a Delaware Limited Liability Company, as Producer, dated August 30, 2012.
|
d)
|
Coronus Yucca Valley East 1 LLC, a Delaware Limited Liability Company, as Producer, dated August 30, 2012.
|
e)
|
Coronus Yucca Valley East 2 LLC, a Delaware Limited Liability Company, as Producer, dated August 30, 2012.
|
f)
|
Coronus Joshua Tree East 1 LLC, a Delaware Limited Liability Company, as Producer, dated December 7, 2012.
|
g)
|
Coronus Joshua Tree East 2 LLC, a Delaware Limited Liability Company, as Producer, dated December 7, 2012.
|
h)
|
Coronus Joshua Tree East 3 LLC, a Delaware Limited Liability Company, as Producer, dated December 7, 2012.
|
i)
|
Coronus Joshua Tree East 4 LLC, a Delaware Limited Liability Company, as Producer, dated December 7, 2012.
|
j)
|
Coronus Joshua Tree East 5 LLC, a Delaware Limited Liability Company, as Producer, dated December 7, 2012.
|
k)
|
Coronus Apple Valley East 1 LLC, a Delaware Limited Liability Company, as Producer, dated December 7, 2012.
|
l)
|
Coronus Apple Valley East 2 LLC, a Delaware Limited Liability Company, as Producer, dated December 7, 2012.
|
2)
|
Those certain Combined System Impact Study And Facilities Study Agreements, by and between Southern California Edison Company, a California corporation, and
|
a)
|
Coronus 29-Palms North 1 LLC, a Delaware Limited Liability Company, as Applicant, dated June 16, 2011 by Applicant.
|
b)
|
Coronus 29-Palms North 2 LLC, a Delaware Limited Liability Company, as Applicant, dated June 16, 2011 by Applicant.
|
c)
|
Coronus 29-Palms North 3 LLC, a Delaware Limited Liability Company, as Applicant, dated December 13, 2011.
|
3)
|
Those certain System Impact Study Agreements, by and between Southern California Edison Company, a California corporation, and
|
a)
|
Coronus Yucca Valley East 1 LLC, a Delaware Limited Liability Company, as Applicant, dated December 21, 2011.
|
b)
|
Coronus Yucca Valley East 2 LLC, a Delaware Limited Liability Company, as Applicant, dated December 21, 2011.
|
c)
|
Coronus Yucca Valley East 3 LLC, a Delaware Limited Liability Company, as Applicant, dated December 21, 2011.
|
d)
|
Coronus Joshua Tree East 1 LLC, a Delaware Limited Liability Company, as Applicant, dated December 22, 2011.
|
e)
|
Coronus Joshua Tree East 2 LLC, a Delaware Limited Liability Company, as Applicant, dated December 22, 2011.
|
f)
|
Coronus Joshua Tree East 3 LLC, a Delaware Limited Liability Company, as Applicant, dated December 22, 2011.
|
g)
|
Coronus Joshua Tree East 4 LLC, a Delaware Limited Liability Company, as Applicant, dated December 22, 2011.
|
h)
|
Coronus Joshua Tree East 5 LLC, a Delaware Limited Liability Company, as Applicant, dated December 22, 2011.
|
i)
|
Coronus Apple Valley East 1 LLC, a Delaware Limited Liability Company, as Applicant, dated December 21, 2011.
|
j)
|
Coronus Apple Valley East 2 LLC, a Delaware Limited Liability Company, as Applicant, dated December 21, 2011.
|
k)
|
Coronus Adelanto West 1 LLC, a Delaware Limited Liability Company, as Applicant, dated December 21, 2011.
|
l)
|
Coronus Adelanto West 2 LLC, a Delaware Limited Liability Company, as Applicant, dated December 21, 2011.
|
4)
|
Those certain Combined System Impact and Facility Study Reports from Southern California Edison Company, a California corporation, for Coronus Energy Corporation in
|
a)
|
Coronus 29-Palms North 1 LLC, a Delaware Limited Liability Company, dated June 7, 2012.
|
b)
|
Coronus 29-Palms North 2 LLC, a Delaware Limited Liability Company, dated June 27, 2012.
|
c)
|
Coronus 29-Palms North 3 LLC, a Delaware Limited Liability Company, dated August 14, 2012.
|
5)
|
Those certain System Impact Studies from Southern California Edison Company, a California corporation, for Coronus Energy Corporation in response to an application for interconnection service under California Renewable Energy Small Tariff (CREST) for the proposed solar project owned by
|
a)
|
Coronus Yucca Valley East 1 LLC, a Delaware Limited Liability Company, dated July 13, 2012.
|
b)
|
Coronus Yucca Valley East 2 LLC, a Delaware Limited Liability Company, dated August 13, 2012.
|
c)
|
Coronus Yucca Valley East 3 LLC, a Delaware Limited Liability Company, dated December 14, 2012.
|
d)
|
Coronus Joshua Tree East 1 LLC, a Delaware Limited Liability Company, dated October 5, 2012.
|
e)
|
Coronus Joshua Tree East 2 LLC, a Delaware Limited Liability Company, dated October 5, 2012.
|
f)
|
Coronus Joshua Tree East 3 LLC, a Delaware Limited Liability Company, dated October 5, 2012.
|
g)
|
Coronus Joshua Tree East 4 LLC, a Delaware Limited Liability Company, dated October 5, 2012.
|
h)
|
Coronus Joshua Tree East 5 LLC, a Delaware Limited Liability Company, dated October 5, 2012.
|
i)
|
Coronus Apple Valley East 1 LLC, a Delaware Limited Liability Company, dated October 24, 2012.
|
j)
|
Coronus Apple Valley East 2 LLC, a Delaware Limited Liability Company, dated October 24, 2012.
|
k)
|
Coronus Adelanto West 1 LLC, a Delaware Limited Liability Company, dated December 14, 2012.
|
l)
|
Coronus Adelanto West 2 LLC, a Delaware Limited Liability Company, dated December 14, 2012.
|
Execution Form
|
1 |
Guaranty of Payment and
Completion/ Coronus Solar
|
Execution Form
|
2
|
Guaranty of Payment and
Completion/ Coronus Solar
|
Execution Form
|
3
|
Guaranty of Payment and
Completion/ Coronus Solar
|
Execution Form
|
4
|
Guaranty of Payment and
Completion/ Coronus Solar
|
Execution Form
|
5
|
Guaranty of Payment and
Completion/ Coronus Solar
|
Execution Form
|
6
|
Guaranty of Payment and
Completion/ Coronus Solar
|
To Lender:
|
Clean Focus Financing Company, LP
150 Mathilda Place
Suite 206
Sunnyvale, California 94086
Attn: Stanley Chin
|
|
To Guarantors:
|
Coronus Solar, Inc.
1600 - 609 Granville Street
Vancouver, British Columbia
Canada V7Y IC3
Attn: Jeff Thachuk, President
|
Execution Form
|
7
|
Guaranty of Payment and
Completion/ Coronus Solar
|
Execution Form
|
8
|
Guaranty of Payment and
Completion/ Coronus Solar
|
Execution Form
|
9
|
Guaranty of Payment and
Completion/ Coronus Solar
|
Execution Form
|
10
|
Guaranty of Payment and
Completion/ Coronus Solar
|
GUARANTOR:
|
|
CORONUS SOLAR INC., a company incorporated under
the laws of Canada
|
|
|
|
By: Jeff Thachuk
|
|
Name: Jeff Thachuk
|
|
Title: President
|
|
Execution Form
|
11
|
Guaranty of Payment and
Completion/ Coronus Solar
|
1.
|
Coronus 29-Palms North 1 LLC, a Delaware limited liability company
|
2.
|
Coronus 29-Palms North 2 LLC, a Delaware limited liability company
|
3.
|
Coronus 29-Palms North 3 LLC, a Delaware limited liability company
|
4.
|
Coronus Yucca Valley East 1 LLC, a Delaware limited liability company
|
5.
|
Coronus Yucca Valley East 2 LLC, a Delaware limited liability company
|
6.
|
Coronus Yucca Valley East 3 LLC, a Delaware limited liability company
|
7.
|
Coronus Joshua Tree East 1 LLC, a Delaware limited liability company
|
8.
|
Coronus Joshua Tree East 2 LLC, a Delaware limited liability company
|
9.
|
Coronus Joshua Tree East 3 LLC, a Delaware limited liability company
|
10.
|
Coronus Joshua Tree East 4 LLC, a Delaware limited liability company
|
11.
|
Coronus Joshua Tree East 5 LLC, a Delaware limited liability company
|
12.
|
Coronus Apple Valley East 1 LLC, a Delaware limited liability company
|
13.
|
Coronus Apple Valley East 2 LLC, a Delaware limited liability company
|
14.
|
Coronus Adelanto West 1 LLC, a Delaware limited liability company
|
15.
|
Coronus Adelanto West 2 LLC, a Delaware limited liability company
|
Execution Form
|
12
|
Guaranty of Payment and
Completion/ Coronus Solar
|
Execution Form
|
1
|
Assignment of Member Interests /
Coronus Energy Corp.
|
Execution Form
|
2
|
Assignment of Member Interests /
Coronus Energy Corp.
|
Execution Form
|
3
|
Assignment of Member Interests /
Coronus Energy Corp.
|
Execution Form
|
4
|
Assignment of Member Interests /
Coronus Energy Corp.
|
Execution Form
|
5
|
Assignment of Member Interests /
Coronus Energy Corp.
|
Execution Form
|
6
|
Assignment of Member Interests /
Coronus Energy Corp.
|
Execution Form
|
7
|
Assignment of Member Interests /
Coronus Energy Corp.
|
Execution Form
|
8
|
Assignment of Member Interests /
Coronus Energy Corp.
|
Execution Form
|
9
|
Assignment of Member Interests /
Coronus Energy Corp.
|
Execution Form
|
10
|
Assignment of Member Interests /
Coronus Energy Corp.
|
ASSIGNOR:
|
|||
CORONUS ENERGY CORP., a Delaware
|
|||
corporation
|
|||
By:
|
Jeff Thachuk
|
||
Name:
|
Jeff Thachuk
|
||
Title:
|
President
|
||
CORONUS 29-PALMS NORTH 1 LLC, a
|
|||
Delaware limited liability company
|
|||
By:
|
Jeff Thachuk
|
||
Name:
|
Jeff Thachuk
|
||
Title:
|
President
|
||
CORONUS 29-PALMS NORTH 2 LLC, a
|
|||
Delaware limited liability company
|
|||
By:
|
Jeff Thachuk
|
||
Name:
|
Jeff Thachuk
|
||
Title:
|
President
|
||
CORONUS 29-PALMS NORTH 3 LLC, a
|
|||
Delaware limited liability company
|
|||
By:
|
Jeff Thachuk
|
Execution Form
|
11
|
Assignment of Member Interests /
Coronus Energy Corp.
|
Name:
|
Jeff Thachuk
|
||
Title:
|
President
|
||
CORONUS YUCCA VALLEY EAST 1 LLC, a
|
|||
Delaware limited liability company
|
|||
By:
|
Jeff Thachuk
|
||
Name:
|
Jeff Thachuk
|
||
Title:
|
President
|
||
CORONUS YUCCA VALLEY EAST 2 LLC, a
|
|||
Delaware limited liability company
|
|||
By:
|
Jeff Thachuk
|
||
Name:
|
Jeff Thachuk
|
||
Title:
|
President
|
||
CORONUS YUCCA VALLEY EAST 3LLC, a
|
|||
Delaware limited liability company
|
|||
By:
|
Jeff Thachuk
|
||
Name:
|
Jeff Thachuk
|
||
Title:
|
President
|
||
CORONUS JOSHUA TREE EAST 1 LLC, a
|
|||
Delaware limited liability company
|
|||
By:
|
Jeff Thachuk
|
||
Name:
|
Jeff Thachuk
|
||
Title:
|
President
|
Execution Form
|
12
|
Assignment of Member Interests /
Coronus Energy Corp.
|
CORONUS JOSHUA TREE EAST 2 LLC, a
|
|||
Delaware limited liability company
|
|||
By:
|
Jeff Thachuk
|
||
Name:
|
Jeff Thachuk
|
||
Title:
|
President
|
||
CORONUS JOSHUA TREE EAST 3 LLC, a
|
|||
Delaware limited liability company
|
|||
By:
|
Jeff Thachuk
|
||
Name:
|
Jeff Thachuk
|
||
Title:
|
President
|
||
CORONUS JOSHUA TREE EAST 4 LLC, a
|
|||
Delaware limited liability company
|
|||
By:
|
Jeff Thachuk
|
||
Name:
|
Jeff Thachuk
|
||
Title:
|
President
|
||
CORONUS JOSHUA TREE EAST 5 LLC, a
|
|||
Delaware limited liability company
|
|||
By:
|
Jeff Thachuk
|
||
Name:
|
Jeff Thachuk
|
||
Title:
|
President
|
||
CORONUS APPLE VALLEY EAST 1 LLC, a
|
|||
Delaware limited liability company
|
Execution Form
|
13
|
Assignment of Member Interests /
Coronus Energy Corp.
|
By:
|
Jeff Thachuk
|
||
Name:
|
Jeff Thachuk
|
||
Title:
|
President
|
||
CORONUS APPLE VALLEY EAST 2 LLC, a
|
|||
Delaware limited liability company
|
|||
By:
|
Jeff Thachuk
|
||
Name:
|
Jeff Thachuk
|
||
Title:
|
President
|
||
CORONUS ADELANTO WEST 1 LLC, a
|
|||
Delaware limited liability company
|
|||
By:
|
Jeff Thachuk
|
||
Name:
|
Jeff Thachuk
|
||
Title:
|
President
|
||
CORONUS ADELANTO WEST 2 LLC, a
|
|||
Delaware limited liability company
|
|||
By:
|
Jeff Thachuk
|
||
Name:
|
Jeff Thachuk
|
||
Title:
|
President
|
Execution Form
|
14
|
Assignment of Member Interests /
Coronus Energy Corp.
|
1.
|
Coronus 29-Palms North 1 LLC, a Delaware limited liability company
|
2.
|
Coronus 29-Palms North 2 LLC, a Delaware limited liability company
|
3.
|
Coronus 29-Palms North 3 LLC, a Delaware limited liability company
|
4.
|
Coronus Yucca Valley East 1 LLC, a Delaware limited liability company
|
5.
|
Coronus Yucca Valley East 2 LLC, a Delaware limited liability company
|
6.
|
Coronus Yucca Valley East 3 LLC, a Delaware limited liability company
|
7.
|
Coronus Joshua Tree East 1 LLC, a Delaware limited liability company
|
8.
|
Coronus Joshua Tree East 2 LLC, a Delaware limited liability company
|
9.
|
Coronus Joshua Tree East 3 LLC, a Delaware limited liability company
|
10.
|
Coronus Joshua Tree East 4 LLC, a Delaware limited liability company
|
11.
|
Coronus Joshua Tree East 5 LLC, a Delaware limited liability company
|
12.
|
Coronus Apple Valley East 1 LLC, a Delaware limited liability company
|
13.
|
Coronus Apple Valley East 2 LLC, a Delaware limited liability company
|
14.
|
Coronus Adelanto West 1 LLC, a Delaware limited liability company
|
15.
|
Coronus Adelanto West 2 LLC, a Delaware limited liability company
|
Execution Form
|
15
|
Assignment of Member Interests /
Coronus Energy Corp.
|
Plant Name:
|
Coronus 29-Palms North 1
|
Street Address:
|
4502 Mesquite Springs Road
|
City, State, Zip
|
Twentynine Palms, CA 92277
|
County:
|
San Bernardino
|
Latitude:
|
34.1707
|
Longitude:
|
-116.073
|
Owner Legal Name:
|
Coronus 29-Palms North 1 LLC
|
EIN
|
80-0828038
|
Street Address:
|
1100 - 1200 West 73rd Ave.
|
City, State, Zip
|
Vancouver, BC V6P 6G5
|
Country
|
Canada
|
Plant Name:
|
Coronus 29-Palms North 2
|
Street Address:
|
4502 Mesquite Springs Road
|
City, State, Zip
|
Twentynine Palms, CA 92277
|
County:
|
San Bernardino
|
Latitude:
|
34.1703
|
Longitude:
|
-116.0756
|
Owner Legal Name:
|
Coronus 29-Palms North 2 LLC
|
EIN
|
80-0836057
|
Street Address:
|
1100 - 1200 West 73rd Ave.
|
City, State, Zip
|
Vancouver, BC V6P 6G5
|
Country
|
Canada
|
Plant Name:
|
Coronus 29-Palms North 3
|
Street Address:
|
4502 Mesquite Springs Road
|
City, State, Zip
|
Twentynine Palms, CA 92277
|
County:
|
San Bernardino
|
Latitude:
|
34.170573
|
Longitude:
|
-116.078145
|
Owner Legal Name:
|
Coronus 29-Palms North 3 LLC
|
EIN
|
36-4739496
|
Street Address:
|
1100 - 1200 West 73rd Ave.
|
City, State, Zip
|
Vancouver, BC V6P 6G5
|
Country
|
Canada
|
Execution Form
|
16
|
Assignment of Member Interests /
Coronus Energy Corp.
|
Plant Name:
|
Coronus Yucca Valley East 1
|
Street Address:
|
60097 Alta Loma Tr.
|
City, State, Zip
|
Joshua Tree, CA 92252
|
County:
|
San Bernardino
|
Latitude:
|
34.11969
|
Longitude:
|
-116.355914
|
Owner Legal Name:
|
Coronus Yucca Valley East 1 LLC
|
EIN
|
80-0835715
|
Street Address:
|
1100 - 1200 West 73rd Ave.
|
City, State, Zip
|
Vancouver, BC V6P 6G5
|
Country
|
Canada
|
Plant Name:
|
Coronus Yucca Valley East 2
|
Street Address:
|
60097 Alta Loma Tr.
|
City, State, Zip
|
Joshua Tree, CA 92252
|
County:
|
San Bernardino
|
Latitude:
|
34.11848
|
Longitude:
|
-116.355656
|
Owner Legal Name:
|
Coronus Yucca Valley East 2 LLC
|
EIN
|
90-0874868
|
Street Address:
|
1100 - 1200 West 73rd Ave.
|
City, State, Zip
|
Vancouver, BC V6P 6G5
|
Country
|
Canada
|
Plant Name:
|
Coronus Yucca Valley East 3
|
Street Address:
|
60097 Alta Loma Tr.
|
City, State, Zip
|
Joshua Tree, CA 92252
|
County:
|
San Bernardino
|
Latitude:
|
34.1178
|
Longitude:
|
-116.355658
|
Owner Legal Name:
|
Coronus Yucca Valley East 3 LLC
|
EIN
|
99-0383426
|
Street Address:
|
1100 - 1200 West 73rd Ave.
|
City, State, Zip
|
Vancouver, BC V6P 6G5
|
Country
|
Canada
|
Execution Form
|
17
|
Assignment of Member Interests /
Coronus Energy Corp.
|
Plant Name:
|
Coronus Joshua Tree East 1
|
Street Address:
|
6350 Mount Shasta Ave.
|
City, State, Zip
|
Joshua Tree, CA 92252
|
County:
|
San Bernardino
|
Latitude:
|
34.137889
|
Longitude:
|
-116.226089
|
Owner Legal Name:
|
Coronus Joshua Tree East 1 LLC
|
EIN
|
80-0842132
|
Street Address:
|
1100 - 1200 West 73rd Ave.
|
City, State, Zip
|
Vancouver, BC V6P 6G5
|
Country
|
Canada
|
Plant Name:
|
Coronus Joshua Tree East 2
|
Street Address:
|
6350 Mount Shasta Ave.
|
City, State, Zip
|
Joshua Tree, CA 92252
|
County:
|
San Bernardino
|
Latitude:
|
34.139815
|
Longitude:
|
-116.226152
|
Owner Legal Name:
|
Coronus Joshua Tree East 2 LLC
|
EIN
|
99-0379528
|
Street Address:
|
1100 - 1200 West 73rd Ave.
|
City, State, Zip
|
Vancouver, BC V6P 6G5
|
Country
|
Canada
|
Plant Name:
|
Coronus Joshua Tree East 3
|
Street Address:
|
6350 Mount Shasta Ave.
|
City, State, Zip
|
Joshua Tree, CA 92252
|
County:
|
San Bernardino
|
Latitude:
|
34.13737
|
Longitude:
|
-116.227244
|
Owner Legal Name:
|
Coronus Joshua Tree East 3 LLC
|
EIN
|
99-0379566
|
Street Address:
|
1100 - 1200 West 73rd Ave.
|
City, State, Zip
|
Vancouver, BC V6P 6G5
|
Country
|
Canada
|
Execution Form
|
18
|
Assignment of Member Interests /
Coronus Energy Corp.
|
Plant Name:
|
Coronus Joshua Tree East 4
|
Street Address:
|
6350 Mount Shasta Ave.
|
City, State, Zip
|
Joshua Tree, CA 92252
|
County:
|
San Bernardino
|
Latitude:
|
34.139815
|
Longitude:
|
-116.226152
|
Owner Legal Name:
|
Coronus Joshua Tree East 4 LLC
|
EIN
|
99-0381552
|
Street Address:
|
1100 - 1200 West 73rd Ave.
|
City, State, Zip
|
Vancouver, BC V6P 6G5
|
Country
|
Canada
|
Plant Name:
|
Coronus Joshua Tree East 5
|
Street Address:
|
6350 Mount Shasta Ave.
|
City, State, Zip
|
Joshua Tree, CA 92252
|
County:
|
San Bernardino
|
Latitude:
|
34.13737
|
Longitude:
|
-116.227244
|
Owner Legal Name:
|
Coronus Joshua Tree East 5 LLC
|
EIN
|
98-1074488
|
Street Address:
|
1100 - 1200 West 73rd Ave.
|
City, State, Zip
|
Vancouver, BC V6P 6G5
|
Country
|
Canada
|
Execution Form
|
19
|
Assignment of Member Interests /
Coronus Energy Corp.
|
Plant Name:
|
Coronus Apple Valley East 1
|
Street Address:
|
10501 Central Road
|
City, State, Zip
|
Apple Valley, CA 92308
|
County:
|
San Bernardino
|
Latitude:
|
34.4417
|
Longitude:
|
-117.171
|
Owner Legal Name:
|
Coronus Apple Valley East 1 LLC
|
EIN
|
41-2282036
|
Street Address:
|
1100 - 1200 West 73rd Ave.
|
City, State, Zip
|
Vancouver, BC V6P 6G5
|
Country
|
Canada
|
Plant Name:
|
Coronus Apple Valley East 2
|
Street Address:
|
10501 Central Road
|
City, State, Zip
|
Apple Valley, CA 92308
|
County:
|
San Bernardino
|
Latitude:
|
34.4404
|
Longitude:
|
-117.171
|
Owner Legal Name:
|
Coronus Apple Valley East 2 LLC
|
EIN
|
98-1074961
|
Street Address:
|
1100 - 1200 West 73rd Ave.
|
City, State, Zip
|
Vancouver, BC V6P 6G5
|
Country
|
Canada
|
Execution Form
|
20
|
Assignment of Member Interests /
Coronus Energy Corp.
|
Plant Name:
|
Coronus Adelanto West 1
|
Street Address:
|
8970 Cassia Road
|
City, State, Zip
|
Adelanto, CA 92301
|
County:
|
San Bernardino
|
Latitude:
|
34.5493
|
Longitude:
|
-117.465
|
Owner Legal Name:
|
Coronus Adelanto West 1 LLC
|
EIN
|
99-0381592
|
Street Address:
|
1100 - 1200 West 73rd Ave.
|
City, State, Zip
|
Vancouver, BC V6P 6G5
|
Country
|
Canada
|
Plant Name:
|
Coronus Adelanto West 2
|
Street Address:
|
8970 Cassia Road
|
City, State, Zip
|
Adelanto, CA 92301
|
County:
|
San Bernardino
|
Latitude:
|
34.5478
|
Longitude:
|
-117.465
|
Owner Legal Name:
|
Coronus Adelanto West 2 LLC
|
EIN
|
39-2079889
|
Street Address:
|
1100 - 1200 West 73rd Ave.
|
City, State, Zip
|
Vancouver, BC V6P 6G5
|
Country
|
Canada
|
Execution Form
|
21
|
Assignment of Member Interests /
Coronus Energy Corp.
|
1)
|
That certain Vacant Land Purchase Agreement by and between Coronus Energy Corp., a Delaware corporation, as Purchaser, and Donna Lachman, “The Hayashida Family Partnerships”, Sadako Hayashida, Kody Kodama, as Seller, dated November 14, 2012.
|
2)
|
That certain Vacant Land Purchase Agreement by and between Coronus Energy Corp., a Delaware corporation, as Purchaser, and An Nhien Dai Nguyen and Anthony Nguyen, as Seller, dated December 8, 2012.
|
3)
|
That certain Vacant Land Purchase Agreement by and between Coronus Energy Corp., a Delaware corporation, as Purchaser, and Clarence B Mc Gee Trust and Elsie A Mc Gee Trust, as Seller, pending execution.
|
Execution Form
|
22
|
Assignment of Member Interests /
Coronus Energy Corp.
|
Execution Form
|
1
|
Assignment of Share and VLPAs /Coronus Solar Inc.
|
Execution Form
|
2
|
Assignment of Share and VLPAs /Coronus Solar Inc.
|
Execution Form
|
3
|
Assignment of Share and VLPAs /Coronus Solar Inc.
|
Execution Form
|
4
|
Assignment of Share and VLPAs /Coronus Solar Inc.
|
Execution Form
|
5
|
Assignment of Share and VLPAs /Coronus Solar Inc.
|
Execution Form
|
6
|
Assignment of Share and VLPAs /Coronus Solar Inc.
|
Execution Form
|
7
|
Assignment of Share and VLPAs /Coronus Solar Inc.
|
Execution Form
|
8
|
Assignment of Share and VLPAs /Coronus Solar Inc.
|
Execution Form
|
9
|
Assignment of Share and VLPAs /Coronus Solar Inc.
|
Execution Form
|
10
|
Assignment of Share and VLPAs /Coronus Solar Inc.
|
ASSIGNOR:
|
|||
CORONUS ENERGY CORP., a company
|
|||
incorporated under the laws of Canada
|
|||
By:
|
Jeff Thachuk
|
||
Name:
|
Jeff Thachuk
|
||
Its:
|
President
|
||
Execution Form
|
11
|
Assignment of Managing Member Interests / Clean Focus Manager, LLC
|
1)
|
That certain Vacant Land Purchase Agreement by and between Coronus Energy Corp., a Delaware corporation, as Purchaser, and Donna Lachman, “The Hayashida Family Partnerships”, Sadako Hayashida, Kody Kodama, as Seller, dated November 14, 2012.
|
2)
|
That certain Vacant Land Purchase Agreement by and between Coronus Energy Corp., a Delaware corporation, as Purchaser, and An Nhien Dai Nguyen and Anthony Nguyen, as Seller, dated December 8, 2012.
|
3)
|
That certain Vacant Land Purchase Agreement by and between Coronus Energy Corp., a Delaware corporation, as Purchaser, and Clarence B Mc Gee Trust and Elsie A Mc Gee Trust, as Seller, pending execution.
|
Execution Form
|
12
|
Assignment of Managing Member Interests / Clean Focus Manager, LLC
|
Parcel
|
Yucca Valley East
|
Acreage
|
34.07 acres
|
GFID (SCE)
|
5821, 5822, 5823
|
Capacity (MW DC)
|
5.64
|
Plant Owner Names
|
Coronus Yucca Valley East 1 LLC
Coronus Yucca Valley East 2 LLC
Coronus Yucca Valley East 3 LLC
|
Assessor Parcel Numbers
|
0588-131-74
|
Legal Description
|
GOVERNMENT LOT 1 OF THE NORTHEAST QUARTER OF SECTION 4, TOWNSHIP 1 SOUTH, RANGE 6 EAST, SAN BERNARDINO BASE AND MERIDIAN, ACCORDING TO THE OFFICIAL PLAT ON FILE IN THE DISTRICT LAND OFFICE
EXCEPTING THEREFROM THE NORTHERLY 30.00 FEET CONVEYED TO THE COUNTY OF SAN BERNARDINO, A BODY CORPORATE AND POLITIC, BY DEED RECORDED JANUARY 8, 1980 AS INSTRUMENT NO. 80-5741, OFFICIAL RECORDS OF SAN BERNARDINO COUNTY, CALIFORNIA.
ALSO EXCEPTING THEREFROM THE EASTERLY 330.00 FEET CONVEYED TO JOSHUA BASIN WATER DISTRICT, BY DEED RECORDED MAY 13, 1997 AS INSTRUMENT NO. 97-170586 OFFICIAL RECORDS OF SAN BERNARDINO COUNTY, CALIFORNIA.
|
Execution Form
|
13
|
Assignment of Managing Member Interests / Clean Focus Manager, LLC
|
Parcel
|
Joshua Tree East
|
Acreage
|
56.03 acres
|
GFID (SCE)
|
5618, 5619, 5620, 5621, 5622
|
Capacity (MW DC)
|
9.4
|
Plant Owner Names
|
Coronus Joshua Tree East 1 LLC
Coronus Joshua Tree East 2 LLC
Coronus Joshua Tree East 3 LLC
Coronus Joshua Tree East 4 LLC
Coronus Joshua Tree East 5 LLC
|
Assessor Parcel Numbers
|
0608-161-20, 21, 22
|
Legal Description
|
Parcels 2,3 and 4 of Parcel Map No. 11309, County of San Bernardino, State of California, as per map recorded in Book 150, Pages 19-20 of Maps, in the office of the County Recorder of said County.
|
Parcel
|
29-Palms North
|
Acreage
|
160 acres
|
GFID (SCE)
|
5521, 5522, 5603
|
Capacity (MW DC)
|
5.64
|
Plant Owner Names
|
Coronus 29-Palms North 1 LLC
Coronus 29-Palms North 2 LLC
Coronus 29-Palms North 3 LLC
|
Assessor Parcel Numbers
|
0620-021-01
|
Legal Description
|
160 ACRES OF VACANT LAND (APN: 0620-021-01), TWENTYNINE PALMS, SAN BERNARDINO COUNTY, CALIFORNIA
|
Execution Form
|
14
|
Assignment of Managing Member Interests / Clean Focus Manager, LLC
|
Parcel
|
Apple Valley East
|
Acreage
|
23.69 acres
|
GFID (SCE)
|
5824, 5825
|
Capacity (MW DC)
|
3.76
|
Plant Owner Names
|
Coronus Apple Valley East 1 LLC
Coronus Apple Valley East 2 LLC
|
Assessor Parcel Numbers
|
0438-212-01, 02
|
Legal Description
|
14.78 ACRES OF VACANT LAND (APN 0438-212-02), SAN BERNARDINO COUNTY, CALIFORNIA
|
Parcel
|
Adelanto West
|
Acreage
|
40 acres
|
GFID (SCE)
|
5819, 5820
|
Capacity (MW DC)
|
3.76
|
Plant Owner Names
|
Coronus Adelanto West 1 LLC
Coronus Adelanto West 2 LLC
|
Assessor Parcel Numbers
|
3129-251-13
|
Legal Description
|
THE WEST 160 ACRES OF SECTION 1, TOWNSHIP 5 NORTH, RANGE 6 WEST, SAN BERNARDINO MERIDIAN, ACCORDING TO THE OFFICIAL PLAT THEREOF. EXCEPT THE NORTH 80 ACRES THEREOF. ALSO EXCEPT THAT PORTION THEREOF LYING WITHIN THE SOUTHWEST 1/4 OF THE SOUTHWEST 1/4 OF SECTION 1
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Execution Form
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15
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Assignment of Managing Member Interests / Clean Focus Manager, LLC
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CORONUS ENERGY CORP.
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EARTHLIGHT SOLAR INC.
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Jeff Thachuk
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Mark Burgert
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Jeff Thachuk
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Mark Burgert
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President
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President
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CORONUS ENERGY CORP.
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EARTHLIGHT SOLAR INC.
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Jeff Thachuk
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Mark Burgert
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Jeff Thachuk
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Mark Burgert
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President
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President
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SOUTHERN CALIFORNIA
EDISON
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Renewable and Alternative Power
California Renewable Energy Small Tariff AGREEMENT
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An EDISON INTERNATIONAL Company
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GFID Number 5618; RAP ID Number 5669
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1.1.
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This Agreement provides for Producer to Interconnect and Operate a Renewable Generating Facility in parallel with SCE's Distribution System. This Agreement requires the Producer to be a retail customer and to obtain retail electrical service from SCE to serve all the electrical loads, net of any other Non-renewable Generating Facility, except as otherwise permitted under SCE's Tariffs, at the Premises identified in Appendix A. This Agreement also provides for Producer to sell energy, net of Station Use, produced by the Renewable Generating Facility directly to SCE provided the Renewable Generating Facility satisfies the Eligible Renewable Resource Facility Requirements as set forth in Appendix C, or the Small Power Producer Qualifying Facility Requirements and the Eligible Renewable Resource Facility Requirements set forth in Appendix D. This Agreement does not constitute an agreement by SCE to provide retail electrical service to Producer. Such arrangements must be made separately between SCE and Producer.
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1.2.
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In consideration of the mutual promises and obligations stated in this Agreement and its attachments, the Parties agree as follows:
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2.1.
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A description of the Renewable Generating Facility, including a summary of its significant components, a drawing showing the general arrangement of the Producer's Renewable Generating Facility, and a single-line diagram illustrating the Interconnection of the Renewable Generating Facility and loads with SCE's Distribution System, is attached hereto and incorporated herein as Appendix A.
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2.2.
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Name and address used by SCE to locate the electric Service Account(s) and Premises used to Interconnect the Renewable Generating Facility with SCE's Distribution System:
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Coronus Adelanto West 1 LLC
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8970 Cassia Road
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Adelanto, CA 92301
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3-039-6326-99 Service Account (if known)
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Form 14-786
10/2011
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2.4.
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The Net Power Rating of the Renewable Generating Facility is 1,500 kW.
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2.5.
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The maximum (instantaneous) level of power that may be exported through the Point of Common Coupling by the Renewable Generating Facility to SCE's Distribution System is 1,500 kW. Please supply estimate!
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2.6.
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The annual energy production of the Renewable Generating Facility, net of Station Use, measured by the NGOM is expected to be 3,603,000 kWh. Please supply estimate!
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2.7.
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The annual energy exported through the Point of Common Coupling from the Producer's Premises identified in Appendix A beyond Producer's use is expected to be 3,603,000 kWh. Please supply estimate!
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2.8.
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The Renewable Generating Facility's expected date of Initial Operation is December 15, 2013..
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(a)
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Subject to any extensions made pursuant to Sections 2.9(b) or 2.9(c), and further subject to Section 2.9(d), Initial Operation must be no later than the earlier of (i) one hundred twenty (120) days from the Initial Synchronization Dale, and (ii) eighteen (18) months from the date of PPA Effective Date ("Initial Operation Deadline").
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(b)
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If all of the interconnection facilities, transmission upgrades and new transmission facilities, if any, described in Producer's interconnection agreement and required to interconnect the Generating Facility to SCE's Distribution System have not been completed and placed into operation by the CAISO or the Transmission Provider on the estimated completion date set forth in Producer's interconnection agreement, then, upon SCE's receipt of Notice from Producer, which Notice must be provided at least sixty (60) days before the date that is eighteen (18) months from the PPA Effective Date, the Initial Operation Deadline shall be extended on a day-for-day basis until all of the interconnection facilities, transmission upgrades and new transmission facilities, if any, described in Producer's interconnection agreement and required to interconnect the Generating Facility to SCE's Distribution System have been completed and placed into operation by the CAISO or the Transmission Provider, exception the extent any delay in such completion and placement into operation results from Producer failing to complete its obligations, take all actions and meet all of its deadlines under Producer's interconnection agreement needed to ensure timely completion and operation of such interconnection facilities, transmission upgrades and new transmission facilities.
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(c)
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If Producer has not obtained Permit Approval on or before that date that is ninety (90) days before the date that is eighteen (18) months from the PPA Effective Date, then, upon SCE's receipt of Notice from Producer, which Notice must be provided at least sixty (60) days before the date that is eighteen (18) months from the PPA Effective Date, the Initial Operation Deadline shall be extended on a day-for-day basis until Producer obtains Permit Approval, except to the extent any such delay results from Producer failing to take all commercially reasonable actions to apply for and meet all of its requirements and deadlines to obtain such Permit Approval.
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Form 14-786
10/2011
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(d)
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Notwithstanding anything in this Agreement to the contrary, the Initial Operation Deadline may not be later than twenty-four (24) months from the PPA Effective Date.
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[x] Does meet with the requirements for "Eligible Renewable Resource" as such term is used in Section 399.11 et seq. of the California Public Utilities Code.
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[ ] Does meet with both the requirements for "Cogeneration" as such term is used in Section 216.6 of the California Public Utilities Code and with the requirements for "Eligible Renewable Resource" as such term is used in Section 399.11 et seq. of the California Public Utilities Code.
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[ ] Does meet with both the requirements for a Small Power Producer Qualifying Facility pursuant to the regulations of the Federal Energy Regulatory Commission (18 Code of Federal Regulations Part 292, Section 292.203 et seq.) implementing the Public Utility Regulatory Policies Act of 1978 as Amended by the Energy Policy Act of 2005 and with the requirements for "Eligible Renewable Resource" as such term is used in Section 399.11 et seq. of the California Public Utilities Code.
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Appendix A-
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Description of Renewable Generating Facility and Single-Line Diagram
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(Supplied by Producer)
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Appendix B -
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A copy of Interconnection Facilities Financing and Ownership
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Agreement, if applicable (supplied by SCE)
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Appendix C-
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Producer's warranty that the Renewable Generating Facility meets with the requirements for "Eligible Renewable Resource" as defined in Section 399.11 et seq. of the California Public Utilities Code, if applicable.
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Appendix D -
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Producer's warranty that the Renewable Generating Facility, prior to January 1, 2002 met and continues to meet with the requirements for both a Small Power Producer Qualifying Facility pursuant to the regulations of the Federal Energy Regulatory Commission (18 Code of Federal Regulations Part 292, Section 292.203 et seq.) implementing the Public Utility Regulatory Policies Act of 1978 as Amended by the Energy Policy Act of 2005 and "Eligible Renewable Resource" as defined in Section 399.11 et seq. of the California Public Utilities Code, if applicable.
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Appendix E-
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Forecast Requirements for Generating Facilities that have a Net Power
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Rating greater or equal to 500 kW
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Form 14-786
10/2011
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Appendix F -
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Definitions
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Appendix G -
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TOU Periods and Energy Allocation Factors
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Appendix H-
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Summary of Dates, Term and Product Price for this Agreement
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4.1.
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SCE may terminate this Agreement on Notice, which termination becomes effective on the date specified by SCE in such Notice, if:
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(a)
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Producer fails to take all corrective actions specified in any SCE Notice, within the time frame set forth in such Notice, that any Generating Facility is out of compliance with any term of this Agreement;
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(b)
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Producer fails to interconnect and Operate a Generating Facility, in accordance with the terms of this Agreement, within one hundred twenty (120) days after SCE delivers electric energy to such Generating Facility for Station Use;
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(c)
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Producer abandons any Generating Facility;
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(d)
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Electric output from any Generating Facility ceases for twelve (12) consecutive months;
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(e)
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The Term does not commence within eighteen (18) months of the Effective Date, subject to any extensions herein as to which Producer is the Claiming Party or under Section 2.9(b) and 2.9(c);
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(f)
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Producer or the owner of a Site applies for or participates in the California Solar Initiative or any net energy metering tariff with respect to any Generating Facility at such Site; or
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(g)
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Producer has not installed any of the equipment or devices necessary for any Generating Facility to satisfy the Gross Power Rating of such Generating Facility, as set forth in Section 2.3.
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(a)
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If any representation or warranty in this Agreement made by the other Party is false or misleading in any material respect when made or when deemed made or repeated if the representation or warranty is continuing in nature, if such misrepresentation or breach of warranty is not remedied within ten (10) Business Days after Notice thereof from the nonbreaching Party to the breaching Party;
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(b)
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Except for an obligation to make payment when due, if there is a failure of the other Party to perform any material covenant or obligation set forth in this Agreement (except to the extent such failure provides a separate termination right for the non-breaching Party or to the extent excused by Force Majeure), if such failure is not remedied within thirty (30) days after Notice thereof from the non-breaching Party to the breaching Party;
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(c)
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If the other Party fails to make any payment due and owing under this Agreement, if such failure is not cured within five (5) Business Days after Notice thereof from the non-breaching Party to the breaching Party; or
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(d)
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In accordance with Section 19.4.
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(e)
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This Agreement automatically terminates on the Term End Date.
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(f)
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If a Party terminates this Agreement in accordance with Section 4, such Party will have the right to immediately suspend performance under this Agreement and pursue all remedies available at law or in equity against the other Party (including seeking monetary damages).
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Form 14-786
10/2011
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5.1.
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Producer is responsible for Operating the Renewable Generating Facility in compliance with all of SCE Tariffs, including but not limited to Rule 21, and any other regulations and laws governing the Interconnection of the Renewable Generating Facility.
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5.2.
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The Renewable Generating Facility Net Power Rating shall be less than or equal to 1,500 kW.
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5.3.
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Producer shall not deliver reactive power to SCE's Distribution System unless the Parties have otherwise agreed in writing.
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5.4.
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The Renewable Generating Facility shall be Operated with all of Producer's Protective Functions in service and in accordance with Prudent Electrical Practices whenever the Renewable Generating Facility is Operated in parallel with SCE's Distribution System. Any deviation from these requirements may occur only when the Parties have agreed to such deviations in writing.
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5.5.
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For Renewable Generating Facility having a Net Power Rating equal to or greater than 500 kW, the Parties shall comply with the forecasting provisions of Appendix E.
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5.6.
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SCE shall have ingress and egress to examine the Site and Generating Facility for purposes connected with this Agreement.
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6.1.
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The amount of energy purchased under this Agreement shall be determined by electrical meters and equipment owned, Operated, and maintained by SCE.
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6.2.
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The Product Price, as set forth in Section 3 of Appendix H, shall equal the Market Price Referent ("MPR") most recently determined by the Commission prior to the Execution Date, using the project on-line year in which the date of actual Initial Operation occurs as described in Appendix H, and the Term as elected in Appendix H.
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Adopted 2011 Market Price Referents
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(Nominal- dollars/kWh)
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Resource Type
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10-Year
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15-Year
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20-Year
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25-Year
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2012 Baseload MPR
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0.07688
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0.08352
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0.08956
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0.09274
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2013 Baseload MPR
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0.08103
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0.08775
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0.09375
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0.09695
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2014 Baseload MPR
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0.08454
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0.09151
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0.09756
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0.10081
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2015 Baseload MPR
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0.08804
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0.09520
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0.10132
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0.10464
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2016 Baseload MPR
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0.09156
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0.09883
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0.10509
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0.10848
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2017 Baseload MPR
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0.09488
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0.10223
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0.10859
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0.11206
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2018 Baseload MPR
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0.09831
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0.10570
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0.11218
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0.11572
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2019 Baseload MPR
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0.10186
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0.10928
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0.11587
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0.11946
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2020 Baseload MPR
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0.10550
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0.11296
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0.11965
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0.12326
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6.3.
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Producer agrees to sell all electric energy produced by the Renewable Generating Facility as specified herein in Section 6.4 below together with all Green Attributes, Capacity Attributes and Resource Adequacy Benefits (collectively, the "Attributes") to SCE.
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6.4.
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SCE shall pay Producer for all Attributes and all electrical energy, net of Station Use, measured by the Net Generation Output Meter ("NGOM") as defined in SCE's Rule 21 and located as shown on the Single-Line Diagram of Appendix A
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Form 14-786
10/2011
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6.5.
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For the purpose of calculating monthly payments, the amount measured by the NGOM shall be time-differentiated according to the time period and season of the receipt of Product by SCE from Producer ("TOU Periods") and the pricing shall be weighted by the Energy Allocation Factors set forth in Appendix G.
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6.6.
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SCE shall adjust the energy and demand amounts recorded by the SCE billing meter at the Point of Common Coupling, as defined in SCE's Rule 21, to reflect the net generation output amounts measured by the NGOM for purposes of billing the Producer in accordance with SCE's applicable Tariff rate schedule(s).
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6.7.
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SCE shall determine the amount of energy received by SCE pursuant to this Agreement for each monthly period and provide a statement to Producer approximately thirty (30) days after each. monthly meter reading date.
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6.8.
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SCE shall not be obligated to issue a payment to Producer until the amount due for the energy received pursuant to this Agreement exceeds one thousand dollars ($1000), except that SCE shall pay all amounts due to Producer pursuant to this Agreement at least once per calendar year no later than 30 days after the end of the calendar year.
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6.9.
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Unless otherwise agreed in writing by the Parties, any payment due for Product received under this Agreement shall be satisfied by SCE issuing a check to Producer. Alternatively, SCE reserves the right, but shall not be obligated to apply any amount owed to Producer toward any amounts due to SCE from Producer for any charges incurred under this ·Agreement or for past due bills for electric service or for SCE services.
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6.10.
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In the event adjustments to SCE's payments are required as a result of inaccurate metering equipment, SCE shall determine the correct amount of energy received under this Agreement during the period of inaccuracy and recompute the amount due to or from Producer. Any refund due and payable to SCE or due by SCE to Producer resulting from inaccurate metering shall be made within thirty (30) calendar days of SCE's Notice to Producer by SCE of the amount due.
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6.11.
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Monthly charges, if any, associated with Interconnection Facilities shall be billed and paid pursuant to the applicable Interconnection Facilities Financing and Ownership Agreement in Appendix B and monthly charges, if any, associated with electric service provided by SCE shall be billed and paid pursuant to the applicable Tariffs filed by SCE with the Commission.
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Form 14-786
10/2011
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7.1.
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Producer and/or SCE, as appropriate, shall provide Interconnection Facilities that adequately protect SCE's Distribution System, personnel, and other persons from damage or injury, which may be caused by the Operation of Producer's Renewable Generating Facility.
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7.2.
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Producer shall be solely responsible for the costs, design, purchase, construction, Operation, and maintenance of the Interconnection Facilities that Producer owns.
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7.3.
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If the provisions of SCE's Rule 21, or any other Tariff approved by the Commission, require SCE to own and operate a portion of the Interconnection Facilities, Producer and SCE shall promptly execute an Interconnection Facilities Financing and Ownership Agreement that establishes and allocates responsibility for the design, installation, Operation, maintenance, and ownership of the Interconnection Facilities. This agreement shall be attached to and made a part of this Agreement as Appendix B.
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8.1.
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Producer shall promptly curtail the production of the Generating Facility: (i) upon Notice from SCE that SCE has been instructed by the CAISO or the Transmission Provider to curtail energy deliveries; (ii) upon Notice that Producer has been given a curtailment order or similar instruction in order to respond to an Emergency; (iii) if no CAISO Schedule was awarded in either the Day-Ahead Market or the Real-Time Market and SCE notifies Producer to curtail the production of the Generating Facility; or (iv) if SCE issues an OSGC Order.
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8.2.
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For each day of the Term, if no CAISO Schedule is awarded for the Forecasted energy in both the Day-Ahead Market and Real-Time Market for such day, and the Generating Facility has not been curtailed pursuant to Section 8.1(i) or (ii), then, so long as Producer's actual availability establishes that the Generating Facility would have been able to deliver but for the fact an CAISO Schedule was not awarded, SCE shall pay Producer the Product Price, as adjusted by Appendix G, for the amount of energy Producer would have been able to deliver but for the fact that Producer did not receive an CAISO Schedule. The amount of energy that could have been delivered will be determined in accordance with Section 8.4.
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8.3.
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If SCE bids the energy from the Generating Facility into the Day-Ahead Market or Real-Time Market and the CAISO awards an CAISO Schedule as a result of that bid, SCE shall have the right, but not the obligation, to order Producer to curtail the delivery of energy (an "OverSchedule Generation Curtailment Order" or "OSGC Order") in excess of an CAlSO Schedule awarded pursuant to this Section 8.3 (the "Over-Schedule Generation Curtailment Quantity" or "OSGC Quantity"). SCE shall pay Producer the Product Price, as adjusted by Appendix G, for the OSGC Quantity Producer would have been able to deliver but for the fact that SCE issued an OSGC Order. The amount of energy that could have been delivered will be determined in accordance with Section 8.4.
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8.4.
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SCE shall estimate the amount of energy the Generating Facility would have been able to deliver under Sections 8.2 and 8. 3. SCE shall apply accepted industry standards in making such an estimate and take into consideration the actual availability of the Generating Facility, past performance of the Generating Facility, meteorological data, solar irradiance data (if applicable), and any other relevant information. Producer shall cooperate with SCE's requests for information associated with any estimate made hereunder. SCE's estimates under this Section 8 for the amount of energy that the Generating Facility would have been able to deliver under Sections 8.2 and 8.3 will be determined in SCE's sole discretion.
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Form 14-786
10/2011
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h
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9.1.
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On or before the thirtieth (301 ) day following the Effective Date, Producer shall post and thereafter maintain a development fee (the "Development Security") equal to twenty dollars ($20) for each kilbwatt of the Gross Power Rating. The Development Security will be held by SCE and must be in the form of either a cash deposit or the Letter of Credit. If Producer establishes the Development Security in the form of a cash deposit, SCE shall make monthly Simple Interest Payments to Producer in accordance with the terms of this Agreement.
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(a)
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Demonstrates to SCE's satisfaction that Producer has installed all of the equipment or devices necessary for the Generating Facility to satisfy the Gross Power Rating of such Generating Facility, SCE shall return the Development Security to Producer within thirty (30) days of Initial Operation;
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(b)
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Has not installed any of the equipment or devices necessary for any Generating Facility to satisfy any of the Gross Power Rating, Producer shall forfeit, and SCE shall have the right to retain, the entire Development Security and terminate this Agreement; or
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(c)
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Has installed only a portion of the equipment or devices necessary for a Generating Facility to satisfy the Gross Power Rating of such Generating Facility, SCE shall return, within thirty (30) days of Initial Operation, only the portion of the Development Security equal to the product of twenty dollars ($20) per kW of the portion of the Gross Power Rating available to deliver the Product to SCE at the Point of Common Coupling. This Section 9.2 is subject to any extension of Initial Operation as to which Producer is the Claiming Party or under Section 2.9(b) and 2.9(c).
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11.1.
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In connection with Producer's performance of its duties and obligations under this Agreement, Producer shall maintain, during the term of this Agreement, general liability insurance with a combined single limit of not less than:
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(a)
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Two million dollars ($2,000,000) for each occurrence if the Gross Power Rating of Producer's Renewable Generating Facility is greater than one hundred (100) kW;
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(b)
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One million dollars ($1,000,000) for each occurrence if the Gross Power Rating of Producer's Renewable Generating Facility is greater than twenty (20) kW and less than or equal to one hundred (100) kW; and
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(c)
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Five hundred thousand dollars ($500,000) for each occurrence if the Gross Power Rating of Producer's Renewable Generating Facility is twenty (20) kW or less.
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(d)
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Two hundred thousand dollars ($200,000) for each occurrence if the Gross Power Rating of Producer's Renewable Generating Facility is ten (10) kW or less and Producer's Renewable Generating Facility is connected to an account receiving residential service from SCE.
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Form 14-786
10/2011
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11.2.
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The general liability insurance required in Section 11.1 shall, by endorsement to the policy or policies, (a) include SCE as an additional insured; (b) contain a severability of interest clause or cross-liability clause; (c) provide that SCE shall not by reason of its inclusion as an additional insured incur liability to the insurance carrier for payment of premium for such insurance; and (d) provide for thirty (30) calendar days' written notice to SCE prior to cancellation, termination, alteration, or material change of such insurance.
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11.3.
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If Producer's Renewable Generating Facility is connected to an account receiving residential service from SCE and the requirement of Section 11.2(a) prevents Producer from obtaining the insurance required in Section 11.1, then upon Producer's written Notice to SCE in accordance with Section 12.1, the requirements of Section 11.2(a) shall be waived.
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11.4.
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Evidence of the insurance required in Section 11.2 shall state that coverage provided is primary and is not in excess to or contributing with any insurance or self-insurance maintained by SCE.
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11.5.
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Producer agrees to furnish the required certificates and endorsements to SCE prior to Initial Operation. SCE shall have the right to inspect or obtain a copy of the original policy or policies of insurance.
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11.6.
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If Producer is self-insured with an established record of self-insurance, Producer may comply with the following in lieu of Sections 11.1 through 11.4:
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(a)
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Producer shall provide to SCE, at least thirty (30) calendar days prior to the date of Initial Operation, evidence of an acceptable plan to self-insure to a level of coverage equivalent to that required under Section 11.1.
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(b)
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If Producer ceases to self-insure to the level required hereunder, or if Producer is unable to provide continuing evidence of Producer's ability to self-insure, Producer agrees to immediately obtain the coverage required under Section 11.1.
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11.7.
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All insurance certificates, statements of self insurance, endorsements, cancellations, terminations, alterations, and material changes of such insurance shall be issued, clearly labeled with agreement ID number and submitted to the following:
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12.1.
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Any written notice, demand, or request required or authorized in connection with this Agreement ("Notice") shall be deemed properly given if delivered in person or sent by first class mail, postage prepaid, to the person specified below:
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Form 14-786
10/2011
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12.2.
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A Party may change its address for Notices at any time by providing the other Party Notice of the change in accordance with Section 12.1.
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12.3.
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All Notices must reference the agreement ID number set forth on the first page of this Agreement.
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12.4.
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Notices (other than forecasts and schedules) shall, unless otherwise specified herein, be in writing and may be delivered in person, United States mail or overnight courier service.
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12.5.
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Notice by hand delivery shall be effective at the close of business on the day actually received, if received during business hours on a Business Day, and otherwise shall be effective at the close of business on the next Business Day, unless a different date for the Notice to go into effect is stated in another section of this Agreement.
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12.6.
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Notice by overnight United States mail or courier shall be effective on the next Business Day after it was sent.
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12.7.
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The Parties may also designate operating representatives to conduct the daily communications, which may be necessary or convenient for the administration of this Agreement. Such designations, including names, addresses, and phone numbers may be communicated or revised by Notice provided in accordance herewith.
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13.1.
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SCE shall have the right to review and obtain copies of Producer's operations and maintenance records, logs, or other information such as, but not limited to, unit availability, maintenance outages, circuit breaker operation requiring manual reset, relay targets and unusual events pertaining to Producer's Renewable Generating Facility or its Interconnection with SCE's Distribution System.
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(a)
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Producer authorizes SCE to release to the CEC and/or the Commission information regarding the Renewable Generating Facility, including the Producer's name and location, and the size, location and operational characteristics of the Renewable Generating Facility, the Term, the ERR type, the Initial Operation Date·and the Net Power Rating of the Renewable Generating Facility, as requested from time to time pursuant to the CEC's or Commission's rules and regulations.
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Form 14-786
10/2011
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16.
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GOVERNING LAW, JURISDICTION OF COMMISSION, INCLUSION OF SCE's TARIFF RATE SCHEDULES, DEFINED TERMS
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16.1.
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This Agreement shall be interpreted, governed, and construed under the laws of the State of California as if executed and to be performed wholly within the State of California without giving effect to choice of law provisions that might apply to the law of a different jurisdiction. Each Party waives its respective right to any jury trial with respect to any litigation arising under or in connection with this Agreement
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16.2.
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The Interconnection and services provided under this Agreement shall at all times be subject to the terms and conditions set forth in the Tariffs applicable to the electric service provided by SCE. Copies of such Tariffs are available at www.sce.com or by request to SCE and are incorporated by reference into this Agreement.
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16.3.
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When initially capitalized, whether in the singular or in the plural, the terms used herein shall have the meanings assigned to them either in this Agreement, Appendix F; in SCE's Rule 1 or Rule 21, Section H; or SCE's Schedule CREST. If any term is defined in both Rule 1 and Rule 21, the definition in Rule 21 shall prevail. If any term is defined in both Schedule CREST and this Agreement, the definition in Schedule CREST shall prevail.
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18.1.
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This Agreement, including any incorporated Tariffs and Rules, contains the entire agreement and understanding between the Parties, their agents, and employees as to the subject matter of this Agreement. Each Party also represents that in entering into this Agreement, it has not relied on any promise, inducement, representation, warranty, agreement or other statement not set forth in this Agreement or in the incorporated Tariffs and Rules.
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19.1.
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Neither Party shall be in default in the performance of any of its obligations set forth in this Agreement, except for obligations to pay money, when and to the extent failure of performance is caused by Force Majeure.
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Form 14-786
10/2011
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19.2.
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If a Party, because of Force Majeure, is rendered wholly or partly unable to perform its obligations when due under this Agreement, such Party (the "Claiming Party") shall be excused from whatever performance is affected by the Force Majeure to the extent so affected. In order to be excused from its performance obligations under this Agreement by reason of Force Majeure:
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(a)
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The Claiming Party, on or before the fourteenth (14th) day after the initial occurrence of the claimed Force Majeure, must give the other Party Notice describing the particulars of the occurrence; and
|
|
(b)
|
The Claiming Party must provide timely evidence reasonably sufficient to establish that the occurrence constitutes Force Majeure as defined in this Agreement.
|
19.3.
|
The suspension of the Claiming Party's performance due to Force Majeure may not be greater in scope or longer in duration than is required by such Force Majeure. In addition, the Claiming Party shall use diligent efforts to remedy its inability to perform. When the Claiming Party is able to resume performance of its obligations under this Agreement, the Claiming Party shall give the other Party prompt Notice to that effect.
|
19.4.
|
The non-Claiming Party may terminate this Agreement on at least five (5) Business Days' prior Notice, in the event of Force Majeure which materially interferes with such Party's ability to perform its obligations under this Agreement and which extends for more than 365 consecutive days, or for more than a total of 365 days in any consecutive 540-day period.
|
20.1.
|
Each Party as indemnitor shall defend, save harmless and indemnify the other Party and the directors, officers, employees, and agents of such other Party against and from any and all loss, liability, damage, claim, cost, charge, demand, or expense (including any direct, indirect, or consequential loss, liability, damage, claim, cost, charge, demand, or expense, including reasonable attorneys' fees) for injury or death to persons, including employees of either Party, and physical damage to property including property of either Party arising out of or in connection with the negligence or willful misconduct of the indemnitor relating to its obligations under this Agreement. This indemnity applies notwithstanding the active or passive negligence of the indemnitee; provided, however, that neither Party is indemnified under this Agreement for its loss, liability, damage, claim, cost, charge, demand or expense to the extent resulting from its own negligence or willful misconduct.
|
20.2.
|
Producer shall defend, save harmless and indemnify SCE, its directors, officers, employees, and agents, assigns, and successors in interest, for and against any penalty imposed upon SCE to the extent caused by Producer's failure to fulfill its obligations as set forth in Section
|
|
6.3.
|
20.3.
|
Each Party releases and shall defend, save harmless and indemnify the other Party from any and all loss, liability, damage, claim, cost, charge, demand or expense arising out of or in connection with any breach made by the indemnifying Party of its representations, warranties and covenants in Sections 2.10 and 18, and Appendices C and D. Notwithstanding anything to the contrary in this Agreement, if Producer fails to comply with the provisions of Section 11, Producer shall, at its own cost, defend, save harmless and indemnify SCE, its directors, officers, employees, and agents, assigns, and successors in interest, from and against any and all loss, liability, damage, claim, cost, charge, demand, or expense of any kind or nature (including any direct, indirect, or consequential loss, damage, claim, cost, charge, demand, or expense, including reasonable attorneys' fees and other costs of litigation), resulting from injury or death to any individual or damage to any property, including the personnel or property of SCE, to the extent that SCE would have been protected had Producer complied with all of the provisions of Section 11. The inclusion of this Section 20.3 is not intended to
|
Form 14-786
10/2011
|
|
CORONUS Adelanto West 1
LLC
|
SOUTHERN CALIFORNIA EDISON COMPANY
|
|||
By:
|
Jeff Thachuk
|
By:
|
Marc Ulrich
|
|
Name:
|
Jeff Thachuk
|
Name:
|
Marc Ulrich
|
|
Title:
|
President
|
Title:
|
Vice President of Renewable & Alternative Power
|
|
Date:
|
Dec. 25 2012
|
Date:
|
12 – 7 - 2012
|
Form 14-786
10/2011
|
|
Form 14-786
10/2011
|
|
Form 14-786
10/2011
|
|
Form 14-786
10/2011
|
|
Form 14-786
10/2011
|
|
Form 14-786
10/2011
|
|
Form 14-786
10/2011
|
|
|
(1)
|
Beginning the Wednesday prior to the planned Initial Operation of the Renewable Generating Facility, Producer will electronically provide SCE with an Energy Forecast for the next calendar week, by no later than 5PM Wednesday of the week preceding the week covered by the Energy Forecast.
|
|
a)
|
Not include any anticipated or expected electric energy losses between the Net Generation Output Meter and the Point of Common Coupling;
|
|
d)
|
Be sent to presched@sce.com with a copy to electrade@sce.com or through SCE-provided software, or as otherwise instructed by SCE.
|
|
(2)
|
If Producer revises any Energy Forecast submitted pursuant to Item 2(a)(i)(1) the revision in the Energy Forecast shall be communicated by Producer to SCE's Day-Ahead Group no later than 8:30a.m. the day prior to the effective date of the revision.
|
Form 14-786
10/2011
|
|
|
(3)
|
If Producer revises any Energy Forecast submitted pursuant to Item 2(a)(i)(1) or Item 2(a)(i)(2) the revision in the Energy Forecast shall be communicated by Producer to SCE's Real-Time Group no later than one half (Y,) hour prior to the CAISO's Hour-Ahead scheduling deadline.
|
|
(i)
|
In addition to the requirements set forth in Item 2(a) above, Producer shall electronically provide SCE with a rolling 30-day Energy Forecast, beginning at least thirty (30) days prior to commencement of the Term.
|
|
(1)
|
Be constructed using reasonable file formats, templates, and naming conventions agreed to by the Parties.
|
|
(3)
|
Be sent to esmstpoutage@sce.com with a copy to presched@sce.com or through SCE-provided software, or as otherwise instructed by SCE.
|
Form 14-786
10/2011
|
|
|
(ii)
|
Producer shall update the rolling 30-day hourly forecast weekly by 5:00 PM each Wednesday and send to esmstpoutage@sce.com with a copy to presched@sce.com or use an SCE provided web client (the "Web Client") if it is available.
|
|
(iii)
|
If Producer learns of any inaccuracies in its most recently submitted 30-day hourly Energy Forecast affecting the period between the date Producer learns of the inaccuracy and the date that the next updated 30-day hourly
|
Form 14-786
10/2011
|
|
1.
|
"Agreement" has the meaning set forth in the Preamble.
|
2.
|
"Applicable Law" means all constitutions, treaties, laws, ordinances, rules, regulations, interpretations, permits, judgments, decrees, injunctions, writs and orders of any Governmental Authority or arbitrator that apply to any Party, a Generating Facility or the terms of this Agreement.
|
3.
|
"Attributes" has the meaning set forth in Section 6.3.
|
4.
|
"Business Day" means any day except a Saturday, Sunday, a Federal Reserve Bank holiday, or the Friday following Thanksgiving. A Business Day shall begin at 8:00a.m. and end at 5:00p.m. local time for the Party sending the Notice or payment or performing a specified action.
|
5.
|
"CAISO" means the California Independent System Operator Corporation or successor entity that dispatches certain generating units and loads and controls the transmission facilities of entities that:
|
|
a)
|
Own, operate and maintain transmission lines and associated facilities or have entitlements to use certain transmission lines and associated facilities; and
|
6.
|
"CAISO Schedule," "CAISO Scheduled" or "CAISO Scheduling" means the action of SCE in submitting bids to the CAlSO and receiving all CAISO markets results from the CAISO; provided, that a CAISO market result where the Generating Facility is instructed to deliver zero (0) kWhs is not considered a "CAISO Schedule" for purposes of this Agreement.
|
7.
|
"CAISO Tariff" means the California Independent System Operator Corporation Operating Agreement and Tariff, including the rules, protocols, procedures and standards attached thereto, as the same may be amended or modified from time-to-time and approved by FERC.
|
8.
|
"California Solar Initiative" means the California Solar Initiative Program implemented and overseen by the CPUC, and as may be revised from time to time.
|
9.
|
"Capacity Attributes" means any and all current or future defined characteristics, certificates, tag, credits, ancillary service attributes, or accounting constructs, howsoever entitled, including any accounting construct counted toward any resource adequacy requirements, attributed to or associated with the Renewable Generating Facility or any unit of generating capacity of the Renewable Generating Facility during the Term.
|
Form 14-786
10/2011
|
|
14.
|
"Credit Rating" means with respect to any entity, on the relevant date of determination, the respective ratings then assigned to such entity's unsecured, senior long-term debt or deposit obligations (not supported by third party credit enhancement) by S&P, Fitch or Moody's. If no rating is assigned to such entity's unsecured, senior long-term debt or deposit obligation by S&P, Fitch or Moody's, then "Credit Rating" means the general corporate credit rating or long-term issuer rating assigned by the other two ratings agencies.
|
15.
|
"CREST" means .Qalifornia Renewable ];nergy .§mall Iariff the SCE Tariff schedule that expands
|
|
Tariff Schedule WATER to Eligible Customers.
|
16.
|
"Day-Ahead Market" has the meaning set forth in the CAISO Tariff.
|
17.
|
"Development Security" has the meaning set forth in Section 9.1.
|
18.
|
"Effective Date" or "PPA Effective Date" has the meaning set forth in Section 21.
|
19.
|
"Eligible Customer" has the meaning set forth in Tariff Schedule CREST.
|
20.
|
"Emergency'' means (i) an actual or imminent condition or situation which jeopardizes the integrity of the electric system or the integrity of any other systems to which the electric system is connected or any condition so defined and declared by the CAISO; or (ii) an emergency condition as defined under an interconnection agreement and any abnormal interconnection or system condition that requires automatic or immediate manual action to prevent or limit loss of load or generation supply, that could adversely affect the reliability of the electric system or generation supply, that could adversely affect the reliability of any interconnected system, or that could otherwise pose a threat to public safety.
|
21.
|
"Energy Forecast" has the meaning set forth in Appendix E.
|
22.
|
"ERR" means a generating facility that qualifies as an eligible renewable electric energy resource for purposes of the RPS Legislation.
|
23.
|
"ERR Requirements", "ERR Status", "ERRIRPS Status Change" and "ERR Warranty" have the meanings set forth in Appendix C.
|
24.
|
"Execution Date" means the date of Producer's signature in Section 21 and compliance with the eligibility requirements of Schedule CREST and any applicable Commission decision with respect to Schedule CREST.
|
25.
|
"FERC" means the Federal Energy Regulatory Commission.
|
26.
|
"Fitch" means Fitch Ratings Ltd. or its successor.
|
27.
|
"Force Majeure" means any event or circumstance (that is not anticipated as of the Effective Date) to the extent beyond the control of, and not the result of the negligence of, or caused by, the Party seeking to have its performance obligation excused thereby, which by the exercise of due diligence such Party could not reasonably have been expected to avoid and which by exercise of due diligence it has been unable to overcome. Force Majeure does not include: (i) a failure of performance of any individual or entity, including any individual or entity providing electric transmission or distribution service or fuel transportation to a Generating Facility, except to the extent that such failure was caused by an event that would otherwise qualify as Force Majeure; (ii) failure to timely apply for or obtain Permits or other credits required to Operate a Generating Facility; (iii) breakage or malfunction of equipment (except to the extent that such failure was caused by an event that would otherwise qualify as Force Majeure); (iv) the lack of wind, solar irradiation or other fuel source of an inherently intermittent nature; or (v) any delay in providing, or cancellation of, interconnection service.
|
Form 14-786
10/2011
|
|
28.
|
"Forecast", "Forecast Requirements" and "Forecast Procedures" have the meanings set forth in Appendix E.
|
29.
|
"Generating Facility" means Producer's Renewable and Non-renewable Generating Facilities, as more particularly described in Appendix A, together with all materials, equipment systems, structures, features and improvements necessary to produce electric energy at such facility, excluding the Site, land rights and interests in land.
|
30.
|
"Governmental Authority" means:
|
|
a)
|
Any federal, state, local, municipal or other government;
|
|
b)
|
Any governmental, regulatory or administrative agency, commission, or other authority lawfully exercising or entitled to exercise any administrative, executive, judicial, legislative, police, regulatory or taxing authority or power; or
|
|
c)
|
Any court or governmental tribunal.
|
31.
|
"Green Attributes" means any and all credits, benefits, em1ss1ons reductions, offsets, and allowances, howsoever entitled, attributable to the generation from the Generating Facility unit(s) and its displacement of conventional energy generation. Green Attributes include but are not limited to Renewable Energy Credits, as well as:
|
|
a)
|
Any avoided emissions of pollutants to the air, soil or water such as sulfur oxides (SOx), nitrogen oxides (NOx), carbon monoxide (CO) and other pollutants;
|
|
b)
|
Any avoided emissions of carbon dioxide (C02), methane (CH4), nitrous oxide, hydrofluorocarbons, perfluorocarbons, sulfur hexafluoride and other greenhouse gases (GHGs) that have been determined by the United Nations Intergovernmental Panel on Climate Change, or otherwise by law, to contribute to the actual or potential threat of altering the Earth's climate by trapping heat in the atmosphere;
|
|
c)
|
The reporting rights to these avoided emissions, including, without limitation, such as Green Tag Reporting Rights; and
|
|
e)
|
Any electric energy, capacity, reliability or other power attributes from the Generating
|
|
Facility unit(s);
|
|
f)
|
Production Tax Credits associated with the construction or operation of the Generating Facility and other financial incentives in the form of credits, reductions, or allowances associated with the Generating Facility)that are applicable to a state or federal income taxation obligation;
|
Form 14-786
10/2011
|
|
|
g)
|
Fuel-related subsidies or "tipping fees" that may be paid to Producer to accept certain fuels, or local subsidies received by the Producer for the destruction of particular pre existing pollutants or the promotion of local environmental benefits; or
|
|
h)
|
Emission reduction credits encumbered or used by the Generating Facility for compliance with local, state, or federal operating and/or air quality permits.
|
32.
|
"Gross Power Rating" means the value, in kW, set forth in Section 2.3.
|
33.
|
"Initial Operation" means the date the Renewable Generating Facility first Interconnects and Operates in parallel with SCE's Distribution System and the NGOM records electric energy received by SCE from the Renewable Generating Facility.
|
34.
|
"Initial Operation Deadline" has the meaning set forth in Section 2.9
|
35.
|
"Initial Synchronization" means the Generating Facility is operating in parallel with SCE's Distribution System and the first kWh of electric energy is measured by the NGOM,or SCE Meter, as applicable.
|
36.
|
"Interconnect" or "Interconnection" have the meanings set forth in SCE's Rule 21 or the WDAT, as applicable.
|
37.
|
"Interconnection Facilities Financing and Ownership Agreement" means that certain agreement between Producer and SCE attached hereto as Appendix B.
|
38.
|
"Interest Rate" means an annual rate equal to the rate published in The Wall Street Journal as the "Prime Rate" (or, if more than one rate is published, the arithmetic mean of such rates) as of the date payment is due plus two (2) percentage points; provided, however, that in no event will the Interest Rate exceed the maximum interest rate permitted by Applicable Laws.
|
39.
|
"Kw'' means a kilowatt (1,000 watts) of electric power.
|
40.
|
"kWh" means a kilowatt-hour ( 1,000 watt-hours) of electric energy.
|
41.
|
"Lender" means any financial institutions or successors in interest or assignees that provide(s) development, bridge, construction, permanent debt or tax equity financing or refinancing for the Generating Facility to Producer.
|
42.
|
"Letter of Credit" means an irrevocable, nontransferable standby letter of credit provided by Producer from an issuer acceptable to SCE that is either a U.S. commercial bank or a U.S. branch of a foreign bank with the bank having a Credit Rating of at least "A-" from S&P and Fitch and "A3" from Moody's, in a form approved by SCE. Producer must bear the costs of all Letters of Credit.
|
43.
|
"Market Price Referent" or "MPR" means the market price referent applicable to this Agreement as determined by the CPUC in accordance with California Public Utilities Code Section 399.15(c) for the Term as set forth in Section 6.2.
|
44.
|
"Moody's" means Moody's Investor Services, Inc.
|
Form 14-786
10/2011
|
|
45.
|
"Net Generation Output Meter" or "NGOM" has the meaning set forth in SCE's Rule 21.
|
46.
|
"Net Power Rating" is the value Gross Power Rating minus Station Use, in kW. The Net Power
|
|
Rating shall not exceed 1,500 kW per California Public Utilities Code Section 399.20{h).
|
47.
|
"Non-renewable Generating Facility" means Producer's electric generating facility that exists on the Premises identified in Appendix A, but does not comply with the requirements set forth in Appendix C or Appendix D.
|
48.
|
"Notice" has the meaning set forth in Section 12.1.
|
49.
|
"Operate," "Operating" or "Operation" means to provide (or the provision of) all the operation, engineering, purchasing, repair, supervision, training, inspection, testing, protection, use, management, improvement, replacement, refurbishment, retirement, and maintenance activities associated with operating the Generating Facility in accordance with Prudent Electrical Practices.
|
50.
|
"Party" or "Parties" have the meaning set forth in the Preamble.
|
51.
|
"Permit" or "Permits" means all applications, approvals, authorizations, consents, filings, licenses, orders, permits or similar requirements imposed by any Governmental Authority, or the CAISO, in order to develop, construct, operate, maintain, improve, refurbish and retire the Generating Facility or to Schedule and deliver the electric energy produced by the Generating Facility to SCE, including the Authority to Construct permit.
|
|
Permits includes the documentation required by California Public Utilities Code Section 2812{d)1 for Producers subject to Section 2802 for hydroelectric Renewable Generating Facilities.
|
52.
|
"Permit Approval" means approval by the relevant regulatory agencies of any Permit and shall be deemed obtained upon the issuance of such Permit, and shall not be invalidated by the pendency of an appeal or other post-issuance challenge to the issuance of the Permit.
|
53.
|
"Point of Common Coupling" has the meaning set forth in SCE's Rule 21.
|
54.
|
"Premises" means all of the real property and apparatus employed in a single enterprise on an integral parcel of land undivided, excepting in the case of industrial, agricultural, oil field, resort enterprises, and public or quasi-public institutions, by a dedicated street, highway, or other public thoroughfare, or a railway. Automobile parking lots constituting a part of, and adjacent to, a single enterprise may be separated by an alley from the remainder of the premises served.
|
55.
|
"Producer" has the meaning set forth in the Preamble.
|
|
a)
|
All electric power and energy produced by the Renewable Generating Facility, net of Station Use of the Renewable Generating Facility; and
|
|
b)
|
All associated Environmental Attributes, Capacity Attributes, Renewable Energy Credits and Resource Adequacy Benefits.
|
Form 14-786
10/2011
|
|
59.
|
"Prudent Electrical Practices" means those practices, methods and acts that would be implemented and followed by prudent operators of electric energy generating facilities in the Western United States, similar to the Generating Facility, during the relevant time period, which practices, methods and acts, in the exercise of prudent and responsible professional judgment in the light of the facts known at the time the decision was made, could reasonably have been expected to accomplish the desired result consistent with good business practices, reliability and safety.
|
|
a)
|
Equipment, materials, resources, and supplies, including spare parts inventories, are available to meet the Generating Facility's needs;
|
|
b)
|
Sufficient operating personnel are available at all times and are adequately experienced and trained and licensed as necessary to operate the Generating Facility properly and efficiently, and are capable of responding to reasonably foreseeable emergency conditions at the Generating Facility and emergencies whether caused by events on or off the Site;
|
|
c)
|
Preventive, routine, and non-routine maintenance and repairs are performed on a basis that ensures reliable, long term and safe operation of the Generating Facility, and are performed by knowledgeable, trained, and experienced personnel utilizing proper equipment and tools;
|
|
d)
|
Appropriate monitoring and testing are performed to ensure equipment is functioning as designed;
|
|
e)
|
Equipment is not operated in a reckless manner, in violation of manufacturer's guidelines or in a manner unsafe to workers, the general public, or SCE's electric system or contrary to environmental laws, permits or regulations or without regard to defined limitations such as, flood conditions, safety inspection requirements, operating voltage, current, volt ampere reactive (VAR) loading, frequency, rotational speed, polarity, synchronization, and control system limits; and
|
|
f)
|
Equipment and components designed and manufactured to meet or exceed the standard of durability that is generally used for electric energy generating facilities operating in the Western United States and will function properly over the full range of ambient temperature and weather conditions reasonably expected to occur at the Site and under both normal and emergency conditions.
|
60.
|
"Real-Time Market" has the meaning set forth in the CAISO Tariff.
|
61.
|
"Renewable Energy Credit" has the meaning set forth in California Public Utilities Code Section 399.12(g), as may be amended from time to time or is further defined or supplemented by law."Renewable Generating Facility" means all of Producer's electric generating facilities as more particularly described in Appendix A, together with all materials, equipment systems, structures, features and improvements necessary to produce electric energy at such facility, (excluding the Site, land rights and interests in land) located at the Premises identified in Appendix A and complying with the requirements of Appendix Cor Appendix D for the entire Term of this Agreement.
|
Form 14-786
10/2011
|
|
62.
|
"Resource Adequacy Benefits" means the rights and privileges attached to the Generating Facility that satisfy any entity's resource adequacy obligations, as those obligations are set forth in any Resource Adequacy Rulings and shall include any local, zonal or otherwise locational attributes associated with the Generating Facility.
|
63.
|
"Resource Adequacy Rulings" means CPUC Decisions 04-01-050, 04-10-035, 05-10-042,06-06-064, 06-07-031 and any subsequent CPUC ruling or decision, or any other resource adequacy laws, rules or regulations enacted, adopted or promulgated by any applicable Governmental Authority, as such decisions, rulings, laws, rules or regulations may be amended or modified from time-to-time during the Term.
|
64.
|
"RPS Legislation" means the State of California Renewable Portfolio Standard Program, as codified at California Public Utilities Code Section 399.11, et seq.
|
65.
|
"RPS Requirements" and "RPS Status" have the same meanings set forth in Appendix C.
|
66.
|
"Rule" means Tariff sheets which set forth the application of all rates, charges, and service when such applicability is not set forth in and as part of the rate schedules.
|
67.
|
"S&P" means the Standard & Poor's Rating Group.
|
68.
|
"SCE" has the meaning set forth in the Preamble.
|
69.
|
"Schedule," "Scheduled" or "Scheduling" means the action of Producer and SCE, or their designated representatives of notifying, requesting, and confirming to each other the Forecast of electric energy from the Generating Facility being received by SCE at the Net Generation Output Meter.
|
70.
|
"Schedule CREST" refers to one or more Tariff sheets setting forth the charges and conditions for a customer taking service from SCE under this Tariff who meets the definition of an Eligible Customer who owns and operates an Eligible Renewable Generating Facility, as defined in Schedule CREST. This Tariff is subject to such changes or modifications by the Commission as it may from time to time direct in the exercise of its jurisdiction.
|
71.
|
"Simple Interest Payment" means a dollar amount calculated by multiplying the (i) dollar amount on which the Simple Interest Payment is based, times (ii) the Interest Rate, times (iii) the result of dividing the number of days in the calculation period by 360.
|
72.
|
"Site" means the real property on which the Renewable Generating Facility is, or will be located, as further described in Appendix A
|
73.
|
"Small Power Producer Qualifying Facility" or "SPP QF" means a facility certified by the FERC as a small power producer and certified by the CEC as an ERR that was in service prior to January 1, 2002.
|
74.
|
"SPP QF Requirements", "SPP QF Status", "SPP QF Status Change" and "SPP QF Warranty" have the meanings set forth in Appendix D.
|
75.
|
"Station Use" means the electric energy produced by the Renewable or Non-renewable Generating Facility that is:
|
|
a)
|
Used within the respective Generating Facility to power the lights, motors, control systems and other electrical loads that are necessary for Operation; and
|
Form 14-786
10/2011
|
|
76.
|
"Tariff(s)" mean(s) the entire body of effective rates, rentals, charges, and rules collectively of SCE, as set forth herein, and including title page, preliminary statement, service area maps, rate schedules, list of contracts and deviations, Rules, and sample forms.
|
77.
|
"Term" has the meaning used in Appendix H.
|
78.
|
"Term End Date" means 12:01 A.M. on the day following the completion of the Term specified in Appendix H.
|
79.
|
"Term Start Date" means the date of Initial Operation as specified in Appendix H upon SCE's completion of Appendix H.
|
80.
|
"Term Year" means a twelve (12) month period beginning on the first day of the calendar month following Initial Operation and each successive twelve (12) month period thereafter.
|
81.
|
"TOU Periods" means the time of use periods for determination of payments as set forth in Appendix G.
|
82.
|
"Transmission Provider" means any entity or entities responsible for the interconnection of the Generating Facility with SCE's Distribution System or transmitting the Product on behalf of Producer from the Generating Facility to the Point of Common Coupling.
|
83.
|
"WATER" means Water/Wastewater t,gency Iariff for sligible Benewables the SCE Tariff schedule that implements Assembly Bill1969.
|
84.
|
"WDAT" means SCE's Wholesale Distribution Access Tariff.
|
85.
|
"WECC" means the Western Electricity Coordinating Council, the regional reliability council for the Western United States, Southwestern Canada, and Northwestern Mexico.
|
86.
|
"Web Client" has the meaning set forth in Appendix E.
|
Form 14-786
10/2011
|
|
Time of Use Periods ("TOU Periods")
|
|||
TOU Period
|
Summer
Jun 1st – Sep 30th
|
Winter
Oct 1st – May
31st
|
Applicable Days
|
On-Peak
|
Noon - 6:00 p.m.
|
Not Applicable.
|
Weekdays except
Holidays.
|
Mid-Peak
|
8:00 a.m. – Noon
|
8:00 a.m. – 9:00
p.m.
|
Weekdays except
Holidays.
|
6:00 p.m. – 11:00
p.m.
|
Weekdays except
Holidays.
|
||
Off-Peak
|
11:00 p.m. – 8:00
a.m.
|
6:00 a.m. – 8:00
a.m.
|
Weekdays except
Holidays.
|
9:00 p.m. –
Midnight
|
Weekdays except
Holidays.
|
||
Midnight –
Midnight
|
6 a.m. –
Midnight
|
Weekends and Holidays
|
|
Super-Off-Peak
|
Not Applicable.
|
Midnight – 6:00
a.m.
|
Weekdays, Weekends and
Holidays
|
Energy Allocation Factors (Factor "B" in Section 6.5)
|
||||
Season
|
TOU
|
Calculation Method
|
Energy Allocation
Factor
|
|
Summer
|
On-Peak
|
Fixed Value
|
3.13
|
(R)
|
Mid-Peak
|
Fixed Value
|
1.35
|
(I)
|
|
Off-Peak
|
Fixed Value
|
0.75
|
(I)
|
|
Winter
|
Mid-Peak
|
Fixed Value
|
1.00
|
(R)
|
Off-Peak
|
Fixed Value
|
0.83
|
(I)
|
|
Super-Off-Peak
|
Fixed Value
|
0.61
|
(R)
|
Form 14-786
10/2011
|
|
1.
|
The Renewable Generating Facility's date of Initial Operation is ________________. (SCE to confirm date using NGOM data.)
|
3.
|
Product Price for this Agreement is$ 0.__________ per kWh. (SCE to confirm using applicable MPR ruling, Producer's term and Initial Operation date.)
|
Form 14-786
10/2011
|
|
SOUTHERN CALIFORNIA
EDISON
|
Renewable and Alternative Power
California Renewable Energy Small Tariff AGREEMENT
|
|
An EDISON INTERNATIONAL Company
|
||
GFID Number 5618; RAP ID Number 5669
|
1.1.
|
This Agreement provides for Producer to Interconnect and Operate a Renewable Generating Facility in parallel with SCE's Distribution System. This Agreement requires the Producer to be a retail customer and to obtain retail electrical service from SCE to serve all the electrical loads, net of any other Non-renewable Generating Facility, except as otherwise permitted under SCE's Tariffs, at the Premises identified in Appendix A. This Agreement also provides for Producer to sell energy, net of Station Use, produced by the Renewable Generating Facility directly to SCE provided the Renewable Generating Facility satisfies the Eligible Renewable Resource Facility Requirements as set forth in Appendix C, or the Small Power Producer Qualifying Facility Requirements and the Eligible Renewable Resource Facility Requirements set forth in Appendix D. This Agreement does not constitute an agreement by SCE to provide retail electrical service to Producer. Such arrangements must be made separately between SCE and Producer.
|
1.2.
|
In consideration of the mutual promises and obligations stated in this Agreement and its attachments, the Parties agree as follows:
|
2.1.
|
A description of the Renewable Generating Facility, including a summary of its significant components, a drawing showing the general arrangement of the Producer's Renewable Generating Facility, and a single-line diagram illustrating the Interconnection of the Renewable Generating Facility and loads with SCE's Distribution System, is attached hereto and incorporated herein as Appendix A.
|
2.2.
|
Name and address used by SCE to locate the electric Service Account(s) and Premises used to Interconnect the Renewable Generating Facility with SCE's Distribution System:
|
Coronus Adelanto West 2 LLC
|
|
8970 Cassia Road, #2
|
|
Adelanto, CA 922301
|
|
3-039-6327-06 Service Account (if known)
|
Form 14-786
10/2011
|
|
|
2.4.
|
The Net Power Rating of the Renewable Generating Facility is 1,500 kW.
|
|
2.5.
|
The maximum (instantaneous) level of power that may be exported through the Point of Common Coupling by the Renewable Generating Facility to SCE's Distribution System is 1,500 kW. Please supply estimate!
|
|
2.6.
|
The annual energy production of the Renewable Generating Facility, net of Station Use, measured by the NGOM is expected to be 3,603,000 kWh. Please supply estimate!
|
|
2.7.
|
The annual energy exported through the Point of Common Coupling from the Producer's Premises identified in Appendix A beyond Producer's use is expected to be 3,603,000 kWh. Please supply estimate!
|
|
2.8.
|
The Renewable Generating Facility's expected date of Initial Operation is December 15, 2013..
|
|
(a)
|
Subject to any extensions made pursuant to Sections 2.9(b) or 2.9(c), and further subject to Section 2.9(d), Initial Operation must be no later than the earlier of (i) one hundred twenty (120) days from the Initial Synchronization Dale, and (ii) eighteen (18) months from the date of PPA Effective Date ("Initial Operation Deadline").
|
|
(b)
|
If all of the interconnection facilities, transmission upgrades and new transmission facilities, if any, described in Producer's interconnection agreement and required to interconnect the Generating Facility to SCE's Distribution System have not been completed and placed into operation by the CAISO or the Transmission Provider on the estimated completion date set forth in Producer's interconnection agreement, then, upon SCE's receipt of Notice from Producer, which Notice must be provided at least sixty (60) days before the date that is eighteen (18) months from the PPA Effective Date, the Initial Operation Deadline shall be extended on a day-for-day basis until all of the interconnection facilities, transmission upgrades and new transmission facilities, if any, described in Producer's interconnection agreement and required to interconnect the Generating Facility to SCE's Distribution System have been completed and placed into operation by the CAISO or the Transmission Provider, exception the extent any delay in such completion and placement into operation results from Producer failing to complete its obligations, take all actions and meet all of its deadlines under Producer's interconnection agreement needed to ensure timely completion and operation of such interconnection facilities, transmission upgrades and new transmission facilities.
|
|
(c)
|
If Producer has not obtained Permit Approval on or before that date that is ninety (90) days before the date that is eighteen (18) months from the PPA Effective Date, then, upon SCE's receipt of Notice from Producer, which Notice must be provided at least sixty (60) days before the date that is eighteen (18) months from the PPA Effective Date, the Initial Operation Deadline shall be extended on a day-for-day basis until Producer obtains Permit Approval, except to the extent any such delay results from Producer failing to take all commercially reasonable actions to apply for and meet all of its requirements and deadlines to obtain such Permit Approval.
|
Form 14-786
10/2011
|
|
|
(d)
|
Notwithstanding anything in this Agreement to the contrary, the Initial Operation Deadline may not be later than twenty-four (24) months from the PPA Effective Date.
|
|
[x] Does meet with the requirements for "Eligible Renewable Resource" as such term is used in Section 399.11 et seq. of the California Public Utilities Code.
|
|
[ ] Does meet with both the requirements for "Cogeneration" as such term is used in Section 216.6 of the California Public Utilities Code and with the requirements for "Eligible Renewable Resource" as such term is used in Section 399.11 et seq. of the California Public Utilities Code.
|
|
[ ] Does meet with both the requirements for a Small Power Producer Qualifying Facility pursuant to the regulations of the Federal Energy Regulatory Commission (18 Code of Federal Regulations Part 292, Section 292.203 et seq.) implementing the Public Utility Regulatory Policies Act of 1978 as Amended by the Energy Policy Act of 2005 and with the requirements for "Eligible Renewable Resource" as such term is used in Section 399.11 et seq. of the California Public Utilities Code.
|
Appendix A-
|
Description of Renewable Generating Facility and Single-Line Diagram
|
|
(Supplied by Producer)
|
||
Appendix B -
|
A copy of Interconnection Facilities Financing and Ownership
|
|
Agreement, if applicable (supplied by SCE)
|
||
Appendix C-
|
Producer's warranty that the Renewable Generating Facility meets with the requirements for "Eligible Renewable Resource" as defined in Section 399.11 et seq. of the California Public Utilities Code, if applicable.
|
|
Appendix D -
|
Producer's warranty that the Renewable Generating Facility, prior to January 1, 2002 met and continues to meet with the requirements for both a Small Power Producer Qualifying Facility pursuant to the regulations of the Federal Energy Regulatory Commission (18 Code of Federal Regulations Part 292, Section 292.203 et seq.) implementing the Public Utility Regulatory Policies Act of 1978 as Amended by the Energy Policy Act of 2005 and "Eligible Renewable Resource" as defined in Section 399.11 et seq. of the California Public Utilities Code, if applicable.
|
|
Appendix E-
|
Forecast Requirements for Generating Facilities that have a Net Power
|
|
Rating greater or equal to 500 kW
|
Form 14-786
10/2011
|
|
Appendix F -
|
Definitions
|
|
Appendix G -
|
TOU Periods and Energy Allocation Factors
|
|
Appendix H-
|
Summary of Dates, Term and Product Price for this Agreement
|
4.1.
|
SCE may terminate this Agreement on Notice, which termination becomes effective on the date specified by SCE in such Notice, if:
|
|
(a)
|
Producer fails to take all corrective actions specified in any SCE Notice, within the time frame set forth in such Notice, that any Generating Facility is out of compliance with any term of this Agreement;
|
|
(b)
|
Producer fails to interconnect and Operate a Generating Facility, in accordance with the terms of this Agreement, within one hundred twenty (120) days after SCE delivers electric energy to such Generating Facility for Station Use;
|
|
(c)
|
Producer abandons any Generating Facility;
|
|
(d)
|
Electric output from any Generating Facility ceases for twelve (12) consecutive months;
|
|
(e)
|
The Term does not commence within eighteen (18) months of the Effective Date, subject to any extensions herein as to which Producer is the Claiming Party or under Section 2.9(b) and 2.9(c);
|
|
(f)
|
Producer or the owner of a Site applies for or participates in the California Solar Initiative or any net energy metering tariff with respect to any Generating Facility at such Site; or
|
|
(g)
|
Producer has not installed any of the equipment or devices necessary for any Generating Facility to satisfy the Gross Power Rating of such Generating Facility, as set forth in Section 2.3.
|
|
(a)
|
If any representation or warranty in this Agreement made by the other Party is false or misleading in any material respect when made or when deemed made or repeated if the representation or warranty is continuing in nature, if such misrepresentation or breach of warranty is not remedied within ten (10) Business Days after Notice thereof from the nonbreaching Party to the breaching Party;
|
|
(b)
|
Except for an obligation to make payment when due, if there is a failure of the other Party to perform any material covenant or obligation set forth in this Agreement (except to the extent such failure provides a separate termination right for the non-breaching Party or to the extent excused by Force Majeure), if such failure is not remedied within thirty (30) days after Notice thereof from the non-breaching Party to the breaching Party;
|
|
(c)
|
If the other Party fails to make any payment due and owing under this Agreement, if such failure is not cured within five (5) Business Days after Notice thereof from the non-breaching Party to the breaching Party; or
|
|
(d)
|
In accordance with Section 19.4.
|
|
(e)
|
This Agreement automatically terminates on the Term End Date.
|
|
(f)
|
If a Party terminates this Agreement in accordance with Section 4, such Party will have the right to immediately suspend performance under this Agreement and pursue all remedies available at law or in equity against the other Party (including seeking monetary damages).
|
Form 14-786
10/2011
|
|
5.1.
|
Producer is responsible for Operating the Renewable Generating Facility in compliance with all of SCE Tariffs, including but not limited to Rule 21, and any other regulations and laws governing the Interconnection of the Renewable Generating Facility.
|
5.2.
|
The Renewable Generating Facility Net Power Rating shall be less than or equal to 1,500 kW.
|
5.3.
|
Producer shall not deliver reactive power to SCE's Distribution System unless the Parties have otherwise agreed in writing.
|
5.4.
|
The Renewable Generating Facility shall be Operated with all of Producer's Protective Functions in service and in accordance with Prudent Electrical Practices whenever the Renewable Generating Facility is Operated in parallel with SCE's Distribution System. Any deviation from these requirements may occur only when the Parties have agreed to such deviations in writing.
|
5.5.
|
For Renewable Generating Facility having a Net Power Rating equal to or greater than 500 kW, the Parties shall comply with the forecasting provisions of Appendix E.
|
5.6.
|
SCE shall have ingress and egress to examine the Site and Generating Facility for purposes connected with this Agreement.
|
6.1.
|
The amount of energy purchased under this Agreement shall be determined by electrical meters and equipment owned, Operated, and maintained by SCE.
|
6.2.
|
The Product Price, as set forth in Section 3 of Appendix H, shall equal the Market Price Referent ("MPR") most recently determined by the Commission prior to the Execution Date, using the project on-line year in which the date of actual Initial Operation occurs as described in Appendix H, and the Term as elected in Appendix H.
|
Adopted 2011 Market Price Referents
|
||||
(Nominal- dollars/kWh)
|
||||
Resource Type
|
10-Year
|
15-Year
|
20-Year
|
25-Year
|
2012 Baseload MPR
|
0.07688
|
0.08352
|
0.08956
|
0.09274
|
2013 Baseload MPR
|
0.08103
|
0.08775
|
0.09375
|
0.09695
|
2014 Baseload MPR
|
0.08454
|
0.09151
|
0.09756
|
0.10081
|
2015 Baseload MPR
|
0.08804
|
0.09520
|
0.10132
|
0.10464
|
2016 Baseload MPR
|
0.09156
|
0.09883
|
0.10509
|
0.10848
|
2017 Baseload MPR
|
0.09488
|
0.10223
|
0.10859
|
0.11206
|
2018 Baseload MPR
|
0.09831
|
0.10570
|
0.11218
|
0.11572
|
2019 Baseload MPR
|
0.10186
|
0.10928
|
0.11587
|
0.11946
|
2020 Baseload MPR
|
0.10550
|
0.11296
|
0.11965
|
0.12326
|
6.3.
|
Producer agrees to sell all electric energy produced by the Renewable Generating Facility as specified herein in Section 6.4 below together with all Green Attributes, Capacity Attributes and Resource Adequacy Benefits (collectively, the "Attributes") to SCE.
|
6.4.
|
SCE shall pay Producer for all Attributes and all electrical energy, net of Station Use, measured by the Net Generation Output Meter ("NGOM") as defined in SCE's Rule 21 and located as shown on the Single-Line Diagram of Appendix A
|
Form 14-786
10/2011
|
|
6.5.
|
For the purpose of calculating monthly payments, the amount measured by the NGOM shall be time-differentiated according to the time period and season of the receipt of Product by SCE from Producer ("TOU Periods") and the pricing shall be weighted by the Energy Allocation Factors set forth in Appendix G.
|
6.6.
|
SCE shall adjust the energy and demand amounts recorded by the SCE billing meter at the Point of Common Coupling, as defined in SCE's Rule 21, to reflect the net generation output amounts measured by the NGOM for purposes of billing the Producer in accordance with SCE's applicable Tariff rate schedule(s).
|
6.7.
|
SCE shall determine the amount of energy received by SCE pursuant to this Agreement for each monthly period and provide a statement to Producer approximately thirty (30) days after each. monthly meter reading date.
|
6.8.
|
SCE shall not be obligated to issue a payment to Producer until the amount due for the energy received pursuant to this Agreement exceeds one thousand dollars ($1000), except that SCE shall pay all amounts due to Producer pursuant to this Agreement at least once per calendar year no later than 30 days after the end of the calendar year.
|
6.9.
|
Unless otherwise agreed in writing by the Parties, any payment due for Product received under this Agreement shall be satisfied by SCE issuing a check to Producer. Alternatively, SCE reserves the right, but shall not be obligated to apply any amount owed to Producer toward any amounts due to SCE from Producer for any charges incurred under this ·Agreement or for past due bills for electric service or for SCE services.
|
6.10.
|
In the event adjustments to SCE's payments are required as a result of inaccurate metering equipment, SCE shall determine the correct amount of energy received under this Agreement during the period of inaccuracy and recompute the amount due to or from Producer. Any refund due and payable to SCE or due by SCE to Producer resulting from inaccurate metering shall be made within thirty (30) calendar days of SCE's Notice to Producer by SCE of the amount due.
|
6.11.
|
Monthly charges, if any, associated with Interconnection Facilities shall be billed and paid pursuant to the applicable Interconnection Facilities Financing and Ownership Agreement in Appendix B and monthly charges, if any, associated with electric service provided by SCE shall be billed and paid pursuant to the applicable Tariffs filed by SCE with the Commission.
|
Form 14-786
10/2011
|
|
7.1.
|
Producer and/or SCE, as appropriate, shall provide Interconnection Facilities that adequately protect SCE's Distribution System, personnel, and other persons from damage or injury, which may be caused by the Operation of Producer's Renewable Generating Facility.
|
7.2.
|
Producer shall be solely responsible for the costs, design, purchase, construction, Operation, and maintenance of the Interconnection Facilities that Producer owns.
|
7.3.
|
If the provisions of SCE's Rule 21, or any other Tariff approved by the Commission, require SCE to own and operate a portion of the Interconnection Facilities, Producer and SCE shall promptly execute an Interconnection Facilities Financing and Ownership Agreement that establishes and allocates responsibility for the design, installation, Operation, maintenance, and ownership of the Interconnection Facilities. This agreement shall be attached to and made a part of this Agreement as Appendix B.
|
8.1.
|
Producer shall promptly curtail the production of the Generating Facility: (i) upon Notice from SCE that SCE has been instructed by the CAISO or the Transmission Provider to curtail energy deliveries; (ii) upon Notice that Producer has been given a curtailment order or similar instruction in order to respond to an Emergency; (iii) if no CAISO Schedule was awarded in either the Day-Ahead Market or the Real-Time Market and SCE notifies Producer to curtail the production of the Generating Facility; or (iv) if SCE issues an OSGC Order.
|
8.2.
|
For each day of the Term, if no CAISO Schedule is awarded for the Forecasted energy in both the Day-Ahead Market and Real-Time Market for such day, and the Generating Facility has not been curtailed pursuant to Section 8.1(i) or (ii), then, so long as Producer's actual availability establishes that the Generating Facility would have been able to deliver but for the fact an CAISO Schedule was not awarded, SCE shall pay Producer the Product Price, as adjusted by Appendix G, for the amount of energy Producer would have been able to deliver but for the fact that Producer did not receive an CAISO Schedule. The amount of energy that could have been delivered will be determined in accordance with Section 8.4.
|
8.3.
|
If SCE bids the energy from the Generating Facility into the Day-Ahead Market or Real-Time Market and the CAISO awards an CAISO Schedule as a result of that bid, SCE shall have the right, but not the obligation, to order Producer to curtail the delivery of energy (an "OverSchedule Generation Curtailment Order" or "OSGC Order") in excess of an CAlSO Schedule awarded pursuant to this Section 8.3 (the "Over-Schedule Generation Curtailment Quantity" or "OSGC Quantity"). SCE shall pay Producer the Product Price, as adjusted by Appendix G, for the OSGC Quantity Producer would have been able to deliver but for the fact that SCE issued an OSGC Order. The amount of energy that could have been delivered will be determined in accordance with Section 8.4.
|
8.4.
|
SCE shall estimate the amount of energy the Generating Facility would have been able to deliver under Sections 8.2 and 8. 3. SCE shall apply accepted industry standards in making such an estimate and take into consideration the actual availability of the Generating Facility, past performance of the Generating Facility, meteorological data, solar irradiance data (if applicable), and any other relevant information. Producer shall cooperate with SCE's requests for information associated with any estimate made hereunder. SCE's estimates under this Section 8 for the amount of energy that the Generating Facility would have been able to deliver under Sections 8.2 and 8.3 will be determined in SCE's sole discretion.
|
Form 14-786
10/2011
|
|
h
|
|
9.1.
|
On or before the thirtieth (301 ) day following the Effective Date, Producer shall post and thereafter maintain a development fee (the "Development Security") equal to twenty dollars ($20) for each kilbwatt of the Gross Power Rating. The Development Security will be held by SCE and must be in the form of either a cash deposit or the Letter of Credit. If Producer establishes the Development Security in the form of a cash deposit, SCE shall make monthly Simple Interest Payments to Producer in accordance with the terms of this Agreement.
|
|
(a)
|
Demonstrates to SCE's satisfaction that Producer has installed all of the equipment or devices necessary for the Generating Facility to satisfy the Gross Power Rating of such Generating Facility, SCE shall return the Development Security to Producer within thirty (30) days of Initial Operation;
|
|
(b)
|
Has not installed any of the equipment or devices necessary for any Generating Facility to satisfy any of the Gross Power Rating, Producer shall forfeit, and SCE shall have the right to retain, the entire Development Security and terminate this Agreement; or
|
|
(c)
|
Has installed only a portion of the equipment or devices necessary for a Generating Facility to satisfy the Gross Power Rating of such Generating Facility, SCE shall return, within thirty (30) days of Initial Operation, only the portion of the Development Security equal to the product of twenty dollars ($20) per kW of the portion of the Gross Power Rating available to deliver the Product to SCE at the Point of Common Coupling. This Section 9.2 is subject to any extension of Initial Operation as to which Producer is the Claiming Party or under Section 2.9(b) and 2.9(c).
|
11.1.
|
In connection with Producer's performance of its duties and obligations under this Agreement, Producer shall maintain, during the term of this Agreement, general liability insurance with a combined single limit of not less than:
|
|
(a)
|
Two million dollars ($2,000,000) for each occurrence if the Gross Power Rating of Producer's Renewable Generating Facility is greater than one hundred (100) kW;
|
|
(b)
|
One million dollars ($1,000,000) for each occurrence if the Gross Power Rating of Producer's Renewable Generating Facility is greater than twenty (20) kW and less than or equal to one hundred (100) kW; and
|
|
(c)
|
Five hundred thousand dollars ($500,000) for each occurrence if the Gross Power Rating of Producer's Renewable Generating Facility is twenty (20) kW or less.
|
|
(d)
|
Two hundred thousand dollars ($200,000) for each occurrence if the Gross Power Rating of Producer's Renewable Generating Facility is ten (10) kW or less and Producer's Renewable Generating Facility is connected to an account receiving residential service from SCE.
|
Form 14-786
10/2011
|
|
11.2.
|
The general liability insurance required in Section 11.1 shall, by endorsement to the policy or policies, (a) include SCE as an additional insured; (b) contain a severability of interest clause or cross-liability clause; (c) provide that SCE shall not by reason of its inclusion as an additional insured incur liability to the insurance carrier for payment of premium for such insurance; and (d) provide for thirty (30) calendar days' written notice to SCE prior to cancellation, termination, alteration, or material change of such insurance.
|
11.3.
|
If Producer's Renewable Generating Facility is connected to an account receiving residential service from SCE and the requirement of Section 11.2(a) prevents Producer from obtaining the insurance required in Section 11.1, then upon Producer's written Notice to SCE in accordance with Section 12.1, the requirements of Section 11.2(a) shall be waived.
|
11.4.
|
Evidence of the insurance required in Section 11.2 shall state that coverage provided is primary and is not in excess to or contributing with any insurance or self-insurance maintained by SCE.
|
11.5.
|
Producer agrees to furnish the required certificates and endorsements to SCE prior to Initial Operation. SCE shall have the right to inspect or obtain a copy of the original policy or policies of insurance.
|
11.6.
|
If Producer is self-insured with an established record of self-insurance, Producer may comply with the following in lieu of Sections 11.1 through 11.4:
|
|
(a)
|
Producer shall provide to SCE, at least thirty (30) calendar days prior to the date of Initial Operation, evidence of an acceptable plan to self-insure to a level of coverage equivalent to that required under Section 11.1.
|
|
(b)
|
If Producer ceases to self-insure to the level required hereunder, or if Producer is unable to provide continuing evidence of Producer's ability to self-insure, Producer agrees to immediately obtain the coverage required under Section 11.1.
|
11.7.
|
All insurance certificates, statements of self insurance, endorsements, cancellations, terminations, alterations, and material changes of such insurance shall be issued, clearly labeled with agreement ID number and submitted to the following:
|
12.1.
|
Any written notice, demand, or request required or authorized in connection with this Agreement ("Notice") shall be deemed properly given if delivered in person or sent by first class mail, postage prepaid, to the person specified below:
|
Form 14-786
10/2011
|
|
12.2.
|
A Party may change its address for Notices at any time by providing the other Party Notice of the change in accordance with Section 12.1.
|
12.3.
|
All Notices must reference the agreement ID number set forth on the first page of this Agreement.
|
12.4.
|
Notices (other than forecasts and schedules) shall, unless otherwise specified herein, be in writing and may be delivered in person, United States mail or overnight courier service.
|
12.5.
|
Notice by hand delivery shall be effective at the close of business on the day actually received, if received during business hours on a Business Day, and otherwise shall be effective at the close of business on the next Business Day, unless a different date for the Notice to go into effect is stated in another section of this Agreement.
|
12.6.
|
Notice by overnight United States mail or courier shall be effective on the next Business Day after it was sent.
|
12.7.
|
The Parties may also designate operating representatives to conduct the daily communications, which may be necessary or convenient for the administration of this Agreement. Such designations, including names, addresses, and phone numbers may be communicated or revised by Notice provided in accordance herewith.
|
13.1.
|
SCE shall have the right to review and obtain copies of Producer's operations and maintenance records, logs, or other information such as, but not limited to, unit availability, maintenance outages, circuit breaker operation requiring manual reset, relay targets and unusual events pertaining to Producer's Renewable Generating Facility or its Interconnection with SCE's Distribution System.
|
|
(a)
|
Producer authorizes SCE to release to the CEC and/or the Commission information regarding the Renewable Generating Facility, including the Producer's name and location, and the size, location and operational characteristics of the Renewable Generating Facility, the Term, the ERR type, the Initial Operation Date·and the Net Power Rating of the Renewable Generating Facility, as requested from time to time pursuant to the CEC's or Commission's rules and regulations.
|
Form 14-786
10/2011
|
|
16.
|
GOVERNING LAW, JURISDICTION OF COMMISSION, INCLUSION OF SCE's TARIFF RATE SCHEDULES, DEFINED TERMS
|
16.1.
|
This Agreement shall be interpreted, governed, and construed under the laws of the State of California as if executed and to be performed wholly within the State of California without giving effect to choice of law provisions that might apply to the law of a different jurisdiction. Each Party waives its respective right to any jury trial with respect to any litigation arising under or in connection with this Agreement
|
16.2.
|
The Interconnection and services provided under this Agreement shall at all times be subject to the terms and conditions set forth in the Tariffs applicable to the electric service provided by SCE. Copies of such Tariffs are available at www.sce.com or by request to SCE and are incorporated by reference into this Agreement.
|
16.3.
|
When initially capitalized, whether in the singular or in the plural, the terms used herein shall have the meanings assigned to them either in this Agreement, Appendix F; in SCE's Rule 1 or Rule 21, Section H; or SCE's Schedule CREST. If any term is defined in both Rule 1 and Rule 21, the definition in Rule 21 shall prevail. If any term is defined in both Schedule CREST and this Agreement, the definition in Schedule CREST shall prevail.
|
18.1.
|
This Agreement, including any incorporated Tariffs and Rules, contains the entire agreement and understanding between the Parties, their agents, and employees as to the subject matter of this Agreement. Each Party also represents that in entering into this Agreement, it has not relied on any promise, inducement, representation, warranty, agreement or other statement not set forth in this Agreement or in the incorporated Tariffs and Rules.
|
19.1.
|
Neither Party shall be in default in the performance of any of its obligations set forth in this Agreement, except for obligations to pay money, when and to the extent failure of performance is caused by Force Majeure.
|
Form 14-786
10/2011
|
|
19.2.
|
If a Party, because of Force Majeure, is rendered wholly or partly unable to perform its obligations when due under this Agreement, such Party (the "Claiming Party") shall be excused from whatever performance is affected by the Force Majeure to the extent so affected. In order to be excused from its performance obligations under this Agreement by reason of Force Majeure:
|
|
(a)
|
The Claiming Party, on or before the fourteenth (14th) day after the initial occurrence of the claimed Force Majeure, must give the other Party Notice describing the particulars of the occurrence; and
|
|
(b)
|
The Claiming Party must provide timely evidence reasonably sufficient to establish that the occurrence constitutes Force Majeure as defined in this Agreement.
|
19.3.
|
The suspension of the Claiming Party's performance due to Force Majeure may not be greater in scope or longer in duration than is required by such Force Majeure. In addition, the Claiming Party shall use diligent efforts to remedy its inability to perform. When the Claiming Party is able to resume performance of its obligations under this Agreement, the Claiming Party shall give the other Party prompt Notice to that effect.
|
19.4.
|
The non-Claiming Party may terminate this Agreement on at least five (5) Business Days' prior Notice, in the event of Force Majeure which materially interferes with such Party's ability to perform its obligations under this Agreement and which extends for more than 365 consecutive days, or for more than a total of 365 days in any consecutive 540-day period.
|
20.1.
|
Each Party as indemnitor shall defend, save harmless and indemnify the other Party and the directors, officers, employees, and agents of such other Party against and from any and all loss, liability, damage, claim, cost, charge, demand, or expense (including any direct, indirect, or consequential loss, liability, damage, claim, cost, charge, demand, or expense, including reasonable attorneys' fees) for injury or death to persons, including employees of either Party, and physical damage to property including property of either Party arising out of or in connection with the negligence or willful misconduct of the indemnitor relating to its obligations under this Agreement. This indemnity applies notwithstanding the active or passive negligence of the indemnitee; provided, however, that neither Party is indemnified under this Agreement for its loss, liability, damage, claim, cost, charge, demand or expense to the extent resulting from its own negligence or willful misconduct.
|
20.2.
|
Producer shall defend, save harmless and indemnify SCE, its directors, officers, employees, and agents, assigns, and successors in interest, for and against any penalty imposed upon SCE to the extent caused by Producer's failure to fulfill its obligations as set forth in Section
|
|
6.3.
|
20.3.
|
Each Party releases and shall defend, save harmless and indemnify the other Party from any and all loss, liability, damage, claim, cost, charge, demand or expense arising out of or in connection with any breach made by the indemnifying Party of its representations, warranties and covenants in Sections 2.10 and 18, and Appendices C and D. Notwithstanding anything to the contrary in this Agreement, if Producer fails to comply with the provisions of Section 11, Producer shall, at its own cost, defend, save harmless and indemnify SCE, its directors, officers, employees, and agents, assigns, and successors in interest, from and against any and all loss, liability, damage, claim, cost, charge, demand, or expense of any kind or nature (including any direct, indirect, or consequential loss, damage, claim, cost, charge, demand, or expense, including reasonable attorneys' fees and other costs of litigation), resulting from injury or death to any individual or damage to any property, including the personnel or property of SCE, to the extent that SCE would have been protected had Producer complied with all of the provisions of Section 11. The inclusion of this Section 20.3 is not intended to
|
Form 14-786
10/2011
|
|
CORONUS ADELANTO WEST 2
LLC
|
SOUTHERN CALIFORNIA EDISON COMPANY
|
|||
By:
|
Jeff Thachuk
|
By:
|
Marc Ulrich
|
|
Name:
|
Jeff Thachuk
|
Name:
|
Marc Ulrich
|
|
Title:
|
President
|
Title:
|
Vice President of Renewable & Alternative Power
|
|
Date:
|
Jan. 7, 2013
|
Date:
|
January 15, 2013
|
Form 14-786
10/2011
|
|
Form 14-786
10/2011
|
|
Form 14-786
10/2011
|
|
Form 14-786
10/2011
|
|
Form 14-786
10/2011
|
|
Form 14-786
10/2011
|
|
Form 14-786
10/2011
|
|
|
(1)
|
Beginning the Wednesday prior to the planned Initial Operation of the Renewable Generating Facility, Producer will electronically provide SCE with an Energy Forecast for the next calendar week, by no later than 5PM Wednesday of the week preceding the week covered by the Energy Forecast.
|
|
a)
|
Not include any anticipated or expected electric energy losses between the Net Generation Output Meter and the Point of Common Coupling;
|
|
d)
|
Be sent to presched@sce.com with a copy to electrade@sce.com or through SCE-provided software, or as otherwise instructed by SCE.
|
|
(2)
|
If Producer revises any Energy Forecast submitted pursuant to Item 2(a)(i)(1) the revision in the Energy Forecast shall be communicated by Producer to SCE's Day-Ahead Group no later than 8:30a.m. the day prior to the effective date of the revision.
|
Form 14-786
10/2011
|
|
|
(3)
|
If Producer revises any Energy Forecast submitted pursuant to Item 2(a)(i)(1) or Item 2(a)(i)(2) the revision in the Energy Forecast shall be communicated by Producer to SCE's Real-Time Group no later than one half (Y,) hour prior to the CAISO's Hour-Ahead scheduling deadline.
|
|
(i)
|
In addition to the requirements set forth in Item 2(a) above, Producer shall electronically provide SCE with a rolling 30-day Energy Forecast, beginning at least thirty (30) days prior to commencement of the Term.
|
|
(1)
|
Be constructed using reasonable file formats, templates, and naming conventions agreed to by the Parties.
|
|
(3)
|
Be sent to esmstpoutage@sce.com with a copy to presched@sce.com or through SCE-provided software, or as otherwise instructed by SCE.
|
Form 14-786
10/2011
|
|
|
(ii)
|
Producer shall update the rolling 30-day hourly forecast weekly by 5:00 PM each Wednesday and send to esmstpoutage@sce.com with a copy to presched@sce.com or use an SCE provided web client (the "Web Client") if it is available.
|
|
(iii)
|
If Producer learns of any inaccuracies in its most recently submitted 30-day hourly Energy Forecast affecting the period between the date Producer learns of the inaccuracy and the date that the next updated 30-day hourly
|
Form 14-786
10/2011
|
|
1.
|
"Agreement" has the meaning set forth in the Preamble.
|
2.
|
"Applicable Law" means all constitutions, treaties, laws, ordinances, rules, regulations, interpretations, permits, judgments, decrees, injunctions, writs and orders of any Governmental Authority or arbitrator that apply to any Party, a Generating Facility or the terms of this Agreement.
|
3.
|
"Attributes" has the meaning set forth in Section 6.3.
|
4.
|
"Business Day" means any day except a Saturday, Sunday, a Federal Reserve Bank holiday, or the Friday following Thanksgiving. A Business Day shall begin at 8:00a.m. and end at 5:00p.m. local time for the Party sending the Notice or payment or performing a specified action.
|
5.
|
"CAISO" means the California Independent System Operator Corporation or successor entity that dispatches certain generating units and loads and controls the transmission facilities of entities that:
|
|
a)
|
Own, operate and maintain transmission lines and associated facilities or have entitlements to use certain transmission lines and associated facilities; and
|
6.
|
"CAISO Schedule," "CAISO Scheduled" or "CAISO Scheduling" means the action of SCE in submitting bids to the CAlSO and receiving all CAISO markets results from the CAISO; provided, that a CAISO market result where the Generating Facility is instructed to deliver zero (0) kWhs is not considered a "CAISO Schedule" for purposes of this Agreement.
|
7.
|
"CAISO Tariff" means the California Independent System Operator Corporation Operating Agreement and Tariff, including the rules, protocols, procedures and standards attached thereto, as the same may be amended or modified from time-to-time and approved by FERC.
|
8.
|
"California Solar Initiative" means the California Solar Initiative Program implemented and overseen by the CPUC, and as may be revised from time to time.
|
9.
|
"Capacity Attributes" means any and all current or future defined characteristics, certificates, tag, credits, ancillary service attributes, or accounting constructs, howsoever entitled, including any accounting construct counted toward any resource adequacy requirements, attributed to or associated with the Renewable Generating Facility or any unit of generating capacity of the Renewable Generating Facility during the Term.
|
Form 14-786
10/2011
|
|
14.
|
"Credit Rating" means with respect to any entity, on the relevant date of determination, the respective ratings then assigned to such entity's unsecured, senior long-term debt or deposit obligations (not supported by third party credit enhancement) by S&P, Fitch or Moody's. If no rating is assigned to such entity's unsecured, senior long-term debt or deposit obligation by S&P, Fitch or Moody's, then "Credit Rating" means the general corporate credit rating or long-term issuer rating assigned by the other two ratings agencies.
|
15.
|
"CREST" means .Qalifornia Renewable ];nergy .§mall Iariff the SCE Tariff schedule that expands
|
|
Tariff Schedule WATER to Eligible Customers.
|
16.
|
"Day-Ahead Market" has the meaning set forth in the CAISO Tariff.
|
17.
|
"Development Security" has the meaning set forth in Section 9.1.
|
18.
|
"Effective Date" or "PPA Effective Date" has the meaning set forth in Section 21.
|
19.
|
"Eligible Customer" has the meaning set forth in Tariff Schedule CREST.
|
20.
|
"Emergency'' means (i) an actual or imminent condition or situation which jeopardizes the integrity of the electric system or the integrity of any other systems to which the electric system is connected or any condition so defined and declared by the CAISO; or (ii) an emergency condition as defined under an interconnection agreement and any abnormal interconnection or system condition that requires automatic or immediate manual action to prevent or limit loss of load or generation supply, that could adversely affect the reliability of the electric system or generation supply, that could adversely affect the reliability of any interconnected system, or that could otherwise pose a threat to public safety.
|
21.
|
"Energy Forecast" has the meaning set forth in Appendix E.
|
22.
|
"ERR" means a generating facility that qualifies as an eligible renewable electric energy resource for purposes of the RPS Legislation.
|
23.
|
"ERR Requirements", "ERR Status", "ERRIRPS Status Change" and "ERR Warranty" have the meanings set forth in Appendix C.
|
24.
|
"Execution Date" means the date of Producer's signature in Section 21 and compliance with the eligibility requirements of Schedule CREST and any applicable Commission decision with respect to Schedule CREST.
|
25.
|
"FERC" means the Federal Energy Regulatory Commission.
|
26.
|
"Fitch" means Fitch Ratings Ltd. or its successor.
|
27.
|
"Force Majeure" means any event or circumstance (that is not anticipated as of the Effective Date) to the extent beyond the control of, and not the result of the negligence of, or caused by, the Party seeking to have its performance obligation excused thereby, which by the exercise of due diligence such Party could not reasonably have been expected to avoid and which by exercise of due diligence it has been unable to overcome. Force Majeure does not include: (i) a failure of performance of any individual or entity, including any individual or entity providing electric transmission or distribution service or fuel transportation to a Generating Facility, except to the extent that such failure was caused by an event that would otherwise qualify as Force Majeure; (ii) failure to timely apply for or obtain Permits or other credits required to Operate a Generating Facility; (iii) breakage or malfunction of equipment (except to the extent that such failure was caused by an event that would otherwise qualify as Force Majeure); (iv) the lack of wind, solar irradiation or other fuel source of an inherently intermittent nature; or (v) any delay in providing, or cancellation of, interconnection service.
|
Form 14-786
10/2011
|
|
28.
|
"Forecast", "Forecast Requirements" and "Forecast Procedures" have the meanings set forth in Appendix E.
|
29.
|
"Generating Facility" means Producer's Renewable and Non-renewable Generating Facilities, as more particularly described in Appendix A, together with all materials, equipment systems, structures, features and improvements necessary to produce electric energy at such facility, excluding the Site, land rights and interests in land.
|
30.
|
"Governmental Authority" means:
|
|
a)
|
Any federal, state, local, municipal or other government;
|
|
b)
|
Any governmental, regulatory or administrative agency, commission, or other authority lawfully exercising or entitled to exercise any administrative, executive, judicial, legislative, police, regulatory or taxing authority or power; or
|
|
c)
|
Any court or governmental tribunal.
|
31.
|
"Green Attributes" means any and all credits, benefits, em1ss1ons reductions, offsets, and allowances, howsoever entitled, attributable to the generation from the Generating Facility unit(s) and its displacement of conventional energy generation. Green Attributes include but are not limited to Renewable Energy Credits, as well as:
|
|
a)
|
Any avoided emissions of pollutants to the air, soil or water such as sulfur oxides (SOx), nitrogen oxides (NOx), carbon monoxide (CO) and other pollutants;
|
|
b)
|
Any avoided emissions of carbon dioxide (C02), methane (CH4), nitrous oxide, hydrofluorocarbons, perfluorocarbons, sulfur hexafluoride and other greenhouse gases (GHGs) that have been determined by the United Nations Intergovernmental Panel on Climate Change, or otherwise by law, to contribute to the actual or potential threat of altering the Earth's climate by trapping heat in the atmosphere;
|
|
c)
|
The reporting rights to these avoided emissions, including, without limitation, such as Green Tag Reporting Rights; and
|
|
e)
|
Any electric energy, capacity, reliability or other power attributes from the Generating
|
|
Facility unit(s);
|
|
f)
|
Production Tax Credits associated with the construction or operation of the Generating Facility and other financial incentives in the form of credits, reductions, or allowances associated with the Generating Facility)that are applicable to a state or federal income taxation obligation;
|
Form 14-786
10/2011
|
|
|
g)
|
Fuel-related subsidies or "tipping fees" that may be paid to Producer to accept certain fuels, or local subsidies received by the Producer for the destruction of particular pre existing pollutants or the promotion of local environmental benefits; or
|
|
h)
|
Emission reduction credits encumbered or used by the Generating Facility for compliance with local, state, or federal operating and/or air quality permits.
|
32.
|
"Gross Power Rating" means the value, in kW, set forth in Section 2.3.
|
33.
|
"Initial Operation" means the date the Renewable Generating Facility first Interconnects and Operates in parallel with SCE's Distribution System and the NGOM records electric energy received by SCE from the Renewable Generating Facility.
|
34.
|
"Initial Operation Deadline" has the meaning set forth in Section 2.9
|
35.
|
"Initial Synchronization" means the Generating Facility is operating in parallel with SCE's Distribution System and the first kWh of electric energy is measured by the NGOM,or SCE Meter, as applicable.
|
36.
|
"Interconnect" or "Interconnection" have the meanings set forth in SCE's Rule 21 or the WDAT, as applicable.
|
37.
|
"Interconnection Facilities Financing and Ownership Agreement" means that certain agreement between Producer and SCE attached hereto as Appendix B.
|
38.
|
"Interest Rate" means an annual rate equal to the rate published in The Wall Street Journal as the "Prime Rate" (or, if more than one rate is published, the arithmetic mean of such rates) as of the date payment is due plus two (2) percentage points; provided, however, that in no event will the Interest Rate exceed the maximum interest rate permitted by Applicable Laws.
|
39.
|
"Kw'' means a kilowatt (1,000 watts) of electric power.
|
40.
|
"kWh" means a kilowatt-hour ( 1,000 watt-hours) of electric energy.
|
41.
|
"Lender" means any financial institutions or successors in interest or assignees that provide(s) development, bridge, construction, permanent debt or tax equity financing or refinancing for the Generating Facility to Producer.
|
42.
|
"Letter of Credit" means an irrevocable, nontransferable standby letter of credit provided by Producer from an issuer acceptable to SCE that is either a U.S. commercial bank or a U.S. branch of a foreign bank with the bank having a Credit Rating of at least "A-" from S&P and Fitch and "A3" from Moody's, in a form approved by SCE. Producer must bear the costs of all Letters of Credit.
|
43.
|
"Market Price Referent" or "MPR" means the market price referent applicable to this Agreement as determined by the CPUC in accordance with California Public Utilities Code Section 399.15(c) for the Term as set forth in Section 6.2.
|
44.
|
"Moody's" means Moody's Investor Services, Inc.
|
Form 14-786
10/2011
|
|
45.
|
"Net Generation Output Meter" or "NGOM" has the meaning set forth in SCE's Rule 21.
|
46.
|
"Net Power Rating" is the value Gross Power Rating minus Station Use, in kW. The Net Power
|
|
Rating shall not exceed 1,500 kW per California Public Utilities Code Section 399.20{h).
|
47.
|
"Non-renewable Generating Facility" means Producer's electric generating facility that exists on the Premises identified in Appendix A, but does not comply with the requirements set forth in Appendix C or Appendix D.
|
48.
|
"Notice" has the meaning set forth in Section 12.1.
|
49.
|
"Operate," "Operating" or "Operation" means to provide (or the provision of) all the operation, engineering, purchasing, repair, supervision, training, inspection, testing, protection, use, management, improvement, replacement, refurbishment, retirement, and maintenance activities associated with operating the Generating Facility in accordance with Prudent Electrical Practices.
|
50.
|
"Party" or "Parties" have the meaning set forth in the Preamble.
|
51.
|
"Permit" or "Permits" means all applications, approvals, authorizations, consents, filings, licenses, orders, permits or similar requirements imposed by any Governmental Authority, or the CAISO, in order to develop, construct, operate, maintain, improve, refurbish and retire the Generating Facility or to Schedule and deliver the electric energy produced by the Generating Facility to SCE, including the Authority to Construct permit.
|
|
Permits includes the documentation required by California Public Utilities Code Section 2812{d)1 for Producers subject to Section 2802 for hydroelectric Renewable Generating Facilities.
|
52.
|
"Permit Approval" means approval by the relevant regulatory agencies of any Permit and shall be deemed obtained upon the issuance of such Permit, and shall not be invalidated by the pendency of an appeal or other post-issuance challenge to the issuance of the Permit.
|
53.
|
"Point of Common Coupling" has the meaning set forth in SCE's Rule 21.
|
54.
|
"Premises" means all of the real property and apparatus employed in a single enterprise on an integral parcel of land undivided, excepting in the case of industrial, agricultural, oil field, resort enterprises, and public or quasi-public institutions, by a dedicated street, highway, or other public thoroughfare, or a railway. Automobile parking lots constituting a part of, and adjacent to, a single enterprise may be separated by an alley from the remainder of the premises served.
|
55.
|
"Producer" has the meaning set forth in the Preamble.
|
|
a)
|
All electric power and energy produced by the Renewable Generating Facility, net of Station Use of the Renewable Generating Facility; and
|
|
b)
|
All associated Environmental Attributes, Capacity Attributes, Renewable Energy Credits and Resource Adequacy Benefits.
|
Form 14-786
10/2011
|
|
59.
|
"Prudent Electrical Practices" means those practices, methods and acts that would be implemented and followed by prudent operators of electric energy generating facilities in the Western United States, similar to the Generating Facility, during the relevant time period, which practices, methods and acts, in the exercise of prudent and responsible professional judgment in the light of the facts known at the time the decision was made, could reasonably have been expected to accomplish the desired result consistent with good business practices, reliability and safety.
|
|
a)
|
Equipment, materials, resources, and supplies, including spare parts inventories, are available to meet the Generating Facility's needs;
|
|
b)
|
Sufficient operating personnel are available at all times and are adequately experienced and trained and licensed as necessary to operate the Generating Facility properly and efficiently, and are capable of responding to reasonably foreseeable emergency conditions at the Generating Facility and emergencies whether caused by events on or off the Site;
|
|
c)
|
Preventive, routine, and non-routine maintenance and repairs are performed on a basis that ensures reliable, long term and safe operation of the Generating Facility, and are performed by knowledgeable, trained, and experienced personnel utilizing proper equipment and tools;
|
|
d)
|
Appropriate monitoring and testing are performed to ensure equipment is functioning as designed;
|
|
e)
|
Equipment is not operated in a reckless manner, in violation of manufacturer's guidelines or in a manner unsafe to workers, the general public, or SCE's electric system or contrary to environmental laws, permits or regulations or without regard to defined limitations such as, flood conditions, safety inspection requirements, operating voltage, current, volt ampere reactive (VAR) loading, frequency, rotational speed, polarity, synchronization, and control system limits; and
|
|
f)
|
Equipment and components designed and manufactured to meet or exceed the standard of durability that is generally used for electric energy generating facilities operating in the Western United States and will function properly over the full range of ambient temperature and weather conditions reasonably expected to occur at the Site and under both normal and emergency conditions.
|
60.
|
"Real-Time Market" has the meaning set forth in the CAISO Tariff.
|
61.
|
"Renewable Energy Credit" has the meaning set forth in California Public Utilities Code Section 399.12(g), as may be amended from time to time or is further defined or supplemented by law."Renewable Generating Facility" means all of Producer's electric generating facilities as more particularly described in Appendix A, together with all materials, equipment systems, structures, features and improvements necessary to produce electric energy at such facility, (excluding the Site, land rights and interests in land) located at the Premises identified in Appendix A and complying with the requirements of Appendix Cor Appendix D for the entire Term of this Agreement.
|
Form 14-786
10/2011
|
|
62.
|
"Resource Adequacy Benefits" means the rights and privileges attached to the Generating Facility that satisfy any entity's resource adequacy obligations, as those obligations are set forth in any Resource Adequacy Rulings and shall include any local, zonal or otherwise locational attributes associated with the Generating Facility.
|
63.
|
"Resource Adequacy Rulings" means CPUC Decisions 04-01-050, 04-10-035, 05-10-042,06-06-064, 06-07-031 and any subsequent CPUC ruling or decision, or any other resource adequacy laws, rules or regulations enacted, adopted or promulgated by any applicable Governmental Authority, as such decisions, rulings, laws, rules or regulations may be amended or modified from time-to-time during the Term.
|
64.
|
"RPS Legislation" means the State of California Renewable Portfolio Standard Program, as codified at California Public Utilities Code Section 399.11, et seq.
|
65.
|
"RPS Requirements" and "RPS Status" have the same meanings set forth in Appendix C.
|
66.
|
"Rule" means Tariff sheets which set forth the application of all rates, charges, and service when such applicability is not set forth in and as part of the rate schedules.
|
67.
|
"S&P" means the Standard & Poor's Rating Group.
|
68.
|
"SCE" has the meaning set forth in the Preamble.
|
69.
|
"Schedule," "Scheduled" or "Scheduling" means the action of Producer and SCE, or their designated representatives of notifying, requesting, and confirming to each other the Forecast of electric energy from the Generating Facility being received by SCE at the Net Generation Output Meter.
|
70.
|
"Schedule CREST" refers to one or more Tariff sheets setting forth the charges and conditions for a customer taking service from SCE under this Tariff who meets the definition of an Eligible Customer who owns and operates an Eligible Renewable Generating Facility, as defined in Schedule CREST. This Tariff is subject to such changes or modifications by the Commission as it may from time to time direct in the exercise of its jurisdiction.
|
71.
|
"Simple Interest Payment" means a dollar amount calculated by multiplying the (i) dollar amount on which the Simple Interest Payment is based, times (ii) the Interest Rate, times (iii) the result of dividing the number of days in the calculation period by 360.
|
72.
|
"Site" means the real property on which the Renewable Generating Facility is, or will be located, as further described in Appendix A
|
73.
|
"Small Power Producer Qualifying Facility" or "SPP QF" means a facility certified by the FERC as a small power producer and certified by the CEC as an ERR that was in service prior to January 1, 2002.
|
74.
|
"SPP QF Requirements", "SPP QF Status", "SPP QF Status Change" and "SPP QF Warranty" have the meanings set forth in Appendix D.
|
75.
|
"Station Use" means the electric energy produced by the Renewable or Non-renewable Generating Facility that is:
|
|
a)
|
Used within the respective Generating Facility to power the lights, motors, control systems and other electrical loads that are necessary for Operation; and
|
Form 14-786
10/2011
|
|
76.
|
"Tariff(s)" mean(s) the entire body of effective rates, rentals, charges, and rules collectively of SCE, as set forth herein, and including title page, preliminary statement, service area maps, rate schedules, list of contracts and deviations, Rules, and sample forms.
|
77.
|
"Term" has the meaning used in Appendix H.
|
78.
|
"Term End Date" means 12:01 A.M. on the day following the completion of the Term specified in Appendix H.
|
79.
|
"Term Start Date" means the date of Initial Operation as specified in Appendix H upon SCE's completion of Appendix H.
|
80.
|
"Term Year" means a twelve (12) month period beginning on the first day of the calendar month following Initial Operation and each successive twelve (12) month period thereafter.
|
81.
|
"TOU Periods" means the time of use periods for determination of payments as set forth in Appendix G.
|
82.
|
"Transmission Provider" means any entity or entities responsible for the interconnection of the Generating Facility with SCE's Distribution System or transmitting the Product on behalf of Producer from the Generating Facility to the Point of Common Coupling.
|
83.
|
"WATER" means Water/Wastewater t,gency Iariff for sligible Benewables the SCE Tariff schedule that implements Assembly Bill1969.
|
84.
|
"WDAT" means SCE's Wholesale Distribution Access Tariff.
|
85.
|
"WECC" means the Western Electricity Coordinating Council, the regional reliability council for the Western United States, Southwestern Canada, and Northwestern Mexico.
|
86.
|
"Web Client" has the meaning set forth in Appendix E.
|
Form 14-786
10/2011
|
|
Time of Use Periods ("TOU Periods")
|
|||
TOU Period
|
Summer
Jun 1st – Sep 30th
|
Winter
Oct 1st – May
31st
|
Applicable Days
|
On-Peak
|
Noon - 6:00 p.m.
|
Not Applicable.
|
Weekdays except
Holidays.
|
Mid-Peak
|
8:00 a.m. – Noon
|
8:00 a.m. – 9:00
p.m.
|
Weekdays except
Holidays.
|
6:00 p.m. – 11:00
p.m.
|
Weekdays except
Holidays.
|
||
Off-Peak
|
11:00 p.m. – 8:00
a.m.
|
6:00 a.m. – 8:00
a.m.
|
Weekdays except
Holidays.
|
9:00 p.m. –
Midnight
|
Weekdays except
Holidays.
|
||
Midnight –
Midnight
|
6 a.m. –
Midnight
|
Weekends and Holidays
|
|
Super-Off-Peak
|
Not Applicable.
|
Midnight – 6:00
a.m.
|
Weekdays, Weekends and
Holidays
|
Energy Allocation Factors (Factor "B" in Section 6.5)
|
||||
Season
|
TOU
|
Calculation Method
|
Energy Allocation
Factor
|
|
Summer
|
On-Peak
|
Fixed Value
|
3.13
|
(R)
|
Mid-Peak
|
Fixed Value
|
1.35
|
(I)
|
|
Off-Peak
|
Fixed Value
|
0.75
|
(I)
|
|
Winter
|
Mid-Peak
|
Fixed Value
|
1.00
|
(R)
|
Off-Peak
|
Fixed Value
|
0.83
|
(I)
|
|
Super-Off-Peak
|
Fixed Value
|
0.61
|
(R)
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Form 14-786
10/2011
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1.
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The Renewable Generating Facility's date of Initial Operation is ________________. (SCE to confirm date using NGOM data.)
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3.
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Product Price for this Agreement is$ 0.__________ per kWh. (SCE to confirm using applicable MPR ruling, Producer's term and Initial Operation date.)
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Form 14-786
10/2011
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SOUTHERN CALIFORNIA
EDISON
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Renewable and Alternative Power
California Renewable Energy Small Tariff AGREEMENT
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An EDISON INTERNATIONAL Company
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GFID Number 5618; RAP ID Number 5669
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1.1.
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This Agreement provides for Producer to Interconnect and Operate a Renewable Generating Facility in parallel with SCE's Distribution System. This Agreement requires the Producer to be a retail customer and to obtain retail electrical service from SCE to serve all the electrical loads, net of any other Non-renewable Generating Facility, except as otherwise permitted under SCE's Tariffs, at the Premises identified in Appendix A. This Agreement also provides for Producer to sell energy, net of Station Use, produced by the Renewable Generating Facility directly to SCE provided the Renewable Generating Facility satisfies the Eligible Renewable Resource Facility Requirements as set forth in Appendix C, or the Small Power Producer Qualifying Facility Requirements and the Eligible Renewable Resource Facility Requirements set forth in Appendix D. This Agreement does not constitute an agreement by SCE to provide retail electrical service to Producer. Such arrangements must be made separately between SCE and Producer.
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1.2.
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In consideration of the mutual promises and obligations stated in this Agreement and its attachments, the Parties agree as follows:
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2.1.
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A description of the Renewable Generating Facility, including a summary of its significant components, a drawing showing the general arrangement of the Producer's Renewable Generating Facility, and a single-line diagram illustrating the Interconnection of the Renewable Generating Facility and loads with SCE's Distribution System, is attached hereto and incorporated herein as Appendix A.
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2.2.
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Name and address used by SCE to locate the electric Service Account(s) and Premises used to Interconnect the Renewable Generating Facility with SCE's Distribution System:
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Coronus Yucca Valley East 3 LLC
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60097 Alta Loma Tr., #3
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Joshua Tree, CA 92252
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3-039-7502-82 Service Account (if known)
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Form 14-786
10/2011
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2.4.
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The Net Power Rating of the Renewable Generating Facility is 1,500 kW.
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2.5.
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The maximum (instantaneous) level of power that may be exported through the Point of Common Coupling by the Renewable Generating Facility to SCE's Distribution System is 1,500 kW. Please supply estimate!
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2.6.
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The annual energy production of the Renewable Generating Facility, net of Station Use, measured by the NGOM is expected to be 3,603,000 kWh. Please supply estimate!
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2.7.
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The annual energy exported through the Point of Common Coupling from the Producer's Premises identified in Appendix A beyond Producer's use is expected to be 3,603,000 kWh. Please supply estimate!
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2.8.
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The Renewable Generating Facility's expected date of Initial Operation is December 15, 2013..
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(a)
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Subject to any extensions made pursuant to Sections 2.9(b) or 2.9(c), and further subject to Section 2.9(d), Initial Operation must be no later than the earlier of (i) one hundred twenty (120) days from the Initial Synchronization Dale, and (ii) eighteen (18) months from the date of PPA Effective Date ("Initial Operation Deadline").
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(b)
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If all of the interconnection facilities, transmission upgrades and new transmission facilities, if any, described in Producer's interconnection agreement and required to interconnect the Generating Facility to SCE's Distribution System have not been completed and placed into operation by the CAISO or the Transmission Provider on the estimated completion date set forth in Producer's interconnection agreement, then, upon SCE's receipt of Notice from Producer, which Notice must be provided at least sixty (60) days before the date that is eighteen (18) months from the PPA Effective Date, the Initial Operation Deadline shall be extended on a day-for-day basis until all of the interconnection facilities, transmission upgrades and new transmission facilities, if any, described in Producer's interconnection agreement and required to interconnect the Generating Facility to SCE's Distribution System have been completed and placed into operation by the CAISO or the Transmission Provider, exception the extent any delay in such completion and placement into operation results from Producer failing to complete its obligations, take all actions and meet all of its deadlines under Producer's interconnection agreement needed to ensure timely completion and operation of such interconnection facilities, transmission upgrades and new transmission facilities.
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(c)
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If Producer has not obtained Permit Approval on or before that date that is ninety (90) days before the date that is eighteen (18) months from the PPA Effective Date, then, upon SCE's receipt of Notice from Producer, which Notice must be provided at least sixty (60) days before the date that is eighteen (18) months from the PPA Effective Date, the Initial Operation Deadline shall be extended on a day-for-day basis until Producer obtains Permit Approval, except to the extent any such delay results from Producer failing to take all commercially reasonable actions to apply for and meet all of its requirements and deadlines to obtain such Permit Approval.
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Form 14-786
10/2011
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(d)
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Notwithstanding anything in this Agreement to the contrary, the Initial Operation Deadline may not be later than twenty-four (24) months from the PPA Effective Date.
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[x] Does meet with the requirements for "Eligible Renewable Resource" as such term is used in Section 399.11 et seq. of the California Public Utilities Code.
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[ ] Does meet with both the requirements for "Cogeneration" as such term is used in Section 216.6 of the California Public Utilities Code and with the requirements for "Eligible Renewable Resource" as such term is used in Section 399.11 et seq. of the California Public Utilities Code.
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[ ] Does meet with both the requirements for a Small Power Producer Qualifying Facility pursuant to the regulations of the Federal Energy Regulatory Commission (18 Code of Federal Regulations Part 292, Section 292.203 et seq.) implementing the Public Utility Regulatory Policies Act of 1978 as Amended by the Energy Policy Act of 2005 and with the requirements for "Eligible Renewable Resource" as such term is used in Section 399.11 et seq. of the California Public Utilities Code.
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Appendix A-
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Description of Renewable Generating Facility and Single-Line Diagram
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(Supplied by Producer)
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Appendix B -
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A copy of Interconnection Facilities Financing and Ownership
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Agreement, if applicable (supplied by SCE)
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Appendix C-
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Producer's warranty that the Renewable Generating Facility meets with the requirements for "Eligible Renewable Resource" as defined in Section 399.11 et seq. of the California Public Utilities Code, if applicable.
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Appendix D -
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Producer's warranty that the Renewable Generating Facility, prior to January 1, 2002 met and continues to meet with the requirements for both a Small Power Producer Qualifying Facility pursuant to the regulations of the Federal Energy Regulatory Commission (18 Code of Federal Regulations Part 292, Section 292.203 et seq.) implementing the Public Utility Regulatory Policies Act of 1978 as Amended by the Energy Policy Act of 2005 and "Eligible Renewable Resource" as defined in Section 399.11 et seq. of the California Public Utilities Code, if applicable.
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Appendix E-
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Forecast Requirements for Generating Facilities that have a Net Power
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Rating greater or equal to 500 kW
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Form 14-786
10/2011
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Appendix F -
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Definitions
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Appendix G -
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TOU Periods and Energy Allocation Factors
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Appendix H-
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Summary of Dates, Term and Product Price for this Agreement
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4.1.
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SCE may terminate this Agreement on Notice, which termination becomes effective on the date specified by SCE in such Notice, if:
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(a)
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Producer fails to take all corrective actions specified in any SCE Notice, within the time frame set forth in such Notice, that any Generating Facility is out of compliance with any term of this Agreement;
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(b)
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Producer fails to interconnect and Operate a Generating Facility, in accordance with the terms of this Agreement, within one hundred twenty (120) days after SCE delivers electric energy to such Generating Facility for Station Use;
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(c)
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Producer abandons any Generating Facility;
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(d)
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Electric output from any Generating Facility ceases for twelve (12) consecutive months;
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(e)
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The Term does not commence within eighteen (18) months of the Effective Date, subject to any extensions herein as to which Producer is the Claiming Party or under Section 2.9(b) and 2.9(c);
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(f)
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Producer or the owner of a Site applies for or participates in the California Solar Initiative or any net energy metering tariff with respect to any Generating Facility at such Site; or
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(g)
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Producer has not installed any of the equipment or devices necessary for any Generating Facility to satisfy the Gross Power Rating of such Generating Facility, as set forth in Section 2.3.
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(a)
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If any representation or warranty in this Agreement made by the other Party is false or misleading in any material respect when made or when deemed made or repeated if the representation or warranty is continuing in nature, if such misrepresentation or breach of warranty is not remedied within ten (10) Business Days after Notice thereof from the nonbreaching Party to the breaching Party;
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(b)
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Except for an obligation to make payment when due, if there is a failure of the other Party to perform any material covenant or obligation set forth in this Agreement (except to the extent such failure provides a separate termination right for the non-breaching Party or to the extent excused by Force Majeure), if such failure is not remedied within thirty (30) days after Notice thereof from the non-breaching Party to the breaching Party;
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(c)
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If the other Party fails to make any payment due and owing under this Agreement, if such failure is not cured within five (5) Business Days after Notice thereof from the non-breaching Party to the breaching Party; or
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(d)
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In accordance with Section 19.4.
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(e)
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This Agreement automatically terminates on the Term End Date.
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(f)
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If a Party terminates this Agreement in accordance with Section 4, such Party will have the right to immediately suspend performance under this Agreement and pursue all remedies available at law or in equity against the other Party (including seeking monetary damages).
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Form 14-786
10/2011
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5.1.
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Producer is responsible for Operating the Renewable Generating Facility in compliance with all of SCE Tariffs, including but not limited to Rule 21, and any other regulations and laws governing the Interconnection of the Renewable Generating Facility.
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5.2.
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The Renewable Generating Facility Net Power Rating shall be less than or equal to 1,500 kW.
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5.3.
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Producer shall not deliver reactive power to SCE's Distribution System unless the Parties have otherwise agreed in writing.
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5.4.
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The Renewable Generating Facility shall be Operated with all of Producer's Protective Functions in service and in accordance with Prudent Electrical Practices whenever the Renewable Generating Facility is Operated in parallel with SCE's Distribution System. Any deviation from these requirements may occur only when the Parties have agreed to such deviations in writing.
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5.5.
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For Renewable Generating Facility having a Net Power Rating equal to or greater than 500 kW, the Parties shall comply with the forecasting provisions of Appendix E.
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5.6.
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SCE shall have ingress and egress to examine the Site and Generating Facility for purposes connected with this Agreement.
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6.1.
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The amount of energy purchased under this Agreement shall be determined by electrical meters and equipment owned, Operated, and maintained by SCE.
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6.2.
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The Product Price, as set forth in Section 3 of Appendix H, shall equal the Market Price Referent ("MPR") most recently determined by the Commission prior to the Execution Date, using the project on-line year in which the date of actual Initial Operation occurs as described in Appendix H, and the Term as elected in Appendix H.
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Adopted 2011 Market Price Referents
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(Nominal- dollars/kWh)
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Resource Type
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10-Year
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15-Year
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20-Year
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25-Year
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2012 Baseload MPR
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0.07688
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0.08352
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0.08956
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0.09274
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2013 Baseload MPR
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0.08103
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0.08775
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0.09375
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0.09695
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2014 Baseload MPR
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0.08454
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0.09151
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0.09756
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0.10081
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2015 Baseload MPR
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0.08804
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0.09520
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0.10132
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0.10464
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2016 Baseload MPR
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0.09156
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0.09883
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0.10509
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0.10848
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2017 Baseload MPR
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0.09488
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0.10223
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0.10859
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0.11206
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2018 Baseload MPR
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0.09831
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0.10570
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0.11218
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0.11572
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2019 Baseload MPR
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0.10186
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0.10928
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0.11587
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0.11946
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2020 Baseload MPR
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0.10550
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0.11296
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0.11965
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0.12326
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6.3.
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Producer agrees to sell all electric energy produced by the Renewable Generating Facility as specified herein in Section 6.4 below together with all Green Attributes, Capacity Attributes and Resource Adequacy Benefits (collectively, the "Attributes") to SCE.
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6.4.
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SCE shall pay Producer for all Attributes and all electrical energy, net of Station Use, measured by the Net Generation Output Meter ("NGOM") as defined in SCE's Rule 21 and located as shown on the Single-Line Diagram of Appendix A
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Form 14-786
10/2011
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6.5.
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For the purpose of calculating monthly payments, the amount measured by the NGOM shall be time-differentiated according to the time period and season of the receipt of Product by SCE from Producer ("TOU Periods") and the pricing shall be weighted by the Energy Allocation Factors set forth in Appendix G.
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6.6.
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SCE shall adjust the energy and demand amounts recorded by the SCE billing meter at the Point of Common Coupling, as defined in SCE's Rule 21, to reflect the net generation output amounts measured by the NGOM for purposes of billing the Producer in accordance with SCE's applicable Tariff rate schedule(s).
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6.7.
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SCE shall determine the amount of energy received by SCE pursuant to this Agreement for each monthly period and provide a statement to Producer approximately thirty (30) days after each. monthly meter reading date.
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6.8.
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SCE shall not be obligated to issue a payment to Producer until the amount due for the energy received pursuant to this Agreement exceeds one thousand dollars ($1000), except that SCE shall pay all amounts due to Producer pursuant to this Agreement at least once per calendar year no later than 30 days after the end of the calendar year.
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6.9.
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Unless otherwise agreed in writing by the Parties, any payment due for Product received under this Agreement shall be satisfied by SCE issuing a check to Producer. Alternatively, SCE reserves the right, but shall not be obligated to apply any amount owed to Producer toward any amounts due to SCE from Producer for any charges incurred under this ·Agreement or for past due bills for electric service or for SCE services.
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6.10.
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In the event adjustments to SCE's payments are required as a result of inaccurate metering equipment, SCE shall determine the correct amount of energy received under this Agreement during the period of inaccuracy and recompute the amount due to or from Producer. Any refund due and payable to SCE or due by SCE to Producer resulting from inaccurate metering shall be made within thirty (30) calendar days of SCE's Notice to Producer by SCE of the amount due.
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6.11.
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Monthly charges, if any, associated with Interconnection Facilities shall be billed and paid pursuant to the applicable Interconnection Facilities Financing and Ownership Agreement in Appendix B and monthly charges, if any, associated with electric service provided by SCE shall be billed and paid pursuant to the applicable Tariffs filed by SCE with the Commission.
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Form 14-786
10/2011
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7.1.
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Producer and/or SCE, as appropriate, shall provide Interconnection Facilities that adequately protect SCE's Distribution System, personnel, and other persons from damage or injury, which may be caused by the Operation of Producer's Renewable Generating Facility.
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7.2.
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Producer shall be solely responsible for the costs, design, purchase, construction, Operation, and maintenance of the Interconnection Facilities that Producer owns.
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7.3.
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If the provisions of SCE's Rule 21, or any other Tariff approved by the Commission, require SCE to own and operate a portion of the Interconnection Facilities, Producer and SCE shall promptly execute an Interconnection Facilities Financing and Ownership Agreement that establishes and allocates responsibility for the design, installation, Operation, maintenance, and ownership of the Interconnection Facilities. This agreement shall be attached to and made a part of this Agreement as Appendix B.
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8.1.
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Producer shall promptly curtail the production of the Generating Facility: (i) upon Notice from SCE that SCE has been instructed by the CAISO or the Transmission Provider to curtail energy deliveries; (ii) upon Notice that Producer has been given a curtailment order or similar instruction in order to respond to an Emergency; (iii) if no CAISO Schedule was awarded in either the Day-Ahead Market or the Real-Time Market and SCE notifies Producer to curtail the production of the Generating Facility; or (iv) if SCE issues an OSGC Order.
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8.2.
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For each day of the Term, if no CAISO Schedule is awarded for the Forecasted energy in both the Day-Ahead Market and Real-Time Market for such day, and the Generating Facility has not been curtailed pursuant to Section 8.1(i) or (ii), then, so long as Producer's actual availability establishes that the Generating Facility would have been able to deliver but for the fact an CAISO Schedule was not awarded, SCE shall pay Producer the Product Price, as adjusted by Appendix G, for the amount of energy Producer would have been able to deliver but for the fact that Producer did not receive an CAISO Schedule. The amount of energy that could have been delivered will be determined in accordance with Section 8.4.
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8.3.
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If SCE bids the energy from the Generating Facility into the Day-Ahead Market or Real-Time Market and the CAISO awards an CAISO Schedule as a result of that bid, SCE shall have the right, but not the obligation, to order Producer to curtail the delivery of energy (an "OverSchedule Generation Curtailment Order" or "OSGC Order") in excess of an CAlSO Schedule awarded pursuant to this Section 8.3 (the "Over-Schedule Generation Curtailment Quantity" or "OSGC Quantity"). SCE shall pay Producer the Product Price, as adjusted by Appendix G, for the OSGC Quantity Producer would have been able to deliver but for the fact that SCE issued an OSGC Order. The amount of energy that could have been delivered will be determined in accordance with Section 8.4.
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8.4.
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SCE shall estimate the amount of energy the Generating Facility would have been able to deliver under Sections 8.2 and 8. 3. SCE shall apply accepted industry standards in making such an estimate and take into consideration the actual availability of the Generating Facility, past performance of the Generating Facility, meteorological data, solar irradiance data (if applicable), and any other relevant information. Producer shall cooperate with SCE's requests for information associated with any estimate made hereunder. SCE's estimates under this Section 8 for the amount of energy that the Generating Facility would have been able to deliver under Sections 8.2 and 8.3 will be determined in SCE's sole discretion.
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Form 14-786
10/2011
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h
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9.1.
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On or before the thirtieth (301 ) day following the Effective Date, Producer shall post and thereafter maintain a development fee (the "Development Security") equal to twenty dollars ($20) for each kilbwatt of the Gross Power Rating. The Development Security will be held by SCE and must be in the form of either a cash deposit or the Letter of Credit. If Producer establishes the Development Security in the form of a cash deposit, SCE shall make monthly Simple Interest Payments to Producer in accordance with the terms of this Agreement.
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(a)
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Demonstrates to SCE's satisfaction that Producer has installed all of the equipment or devices necessary for the Generating Facility to satisfy the Gross Power Rating of such Generating Facility, SCE shall return the Development Security to Producer within thirty (30) days of Initial Operation;
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(b)
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Has not installed any of the equipment or devices necessary for any Generating Facility to satisfy any of the Gross Power Rating, Producer shall forfeit, and SCE shall have the right to retain, the entire Development Security and terminate this Agreement; or
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(c)
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Has installed only a portion of the equipment or devices necessary for a Generating Facility to satisfy the Gross Power Rating of such Generating Facility, SCE shall return, within thirty (30) days of Initial Operation, only the portion of the Development Security equal to the product of twenty dollars ($20) per kW of the portion of the Gross Power Rating available to deliver the Product to SCE at the Point of Common Coupling. This Section 9.2 is subject to any extension of Initial Operation as to which Producer is the Claiming Party or under Section 2.9(b) and 2.9(c).
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11.1.
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In connection with Producer's performance of its duties and obligations under this Agreement, Producer shall maintain, during the term of this Agreement, general liability insurance with a combined single limit of not less than:
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(a)
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Two million dollars ($2,000,000) for each occurrence if the Gross Power Rating of Producer's Renewable Generating Facility is greater than one hundred (100) kW;
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(b)
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One million dollars ($1,000,000) for each occurrence if the Gross Power Rating of Producer's Renewable Generating Facility is greater than twenty (20) kW and less than or equal to one hundred (100) kW; and
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(c)
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Five hundred thousand dollars ($500,000) for each occurrence if the Gross Power Rating of Producer's Renewable Generating Facility is twenty (20) kW or less.
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(d)
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Two hundred thousand dollars ($200,000) for each occurrence if the Gross Power Rating of Producer's Renewable Generating Facility is ten (10) kW or less and Producer's Renewable Generating Facility is connected to an account receiving residential service from SCE.
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Form 14-786
10/2011
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11.2.
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The general liability insurance required in Section 11.1 shall, by endorsement to the policy or policies, (a) include SCE as an additional insured; (b) contain a severability of interest clause or cross-liability clause; (c) provide that SCE shall not by reason of its inclusion as an additional insured incur liability to the insurance carrier for payment of premium for such insurance; and (d) provide for thirty (30) calendar days' written notice to SCE prior to cancellation, termination, alteration, or material change of such insurance.
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11.3.
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If Producer's Renewable Generating Facility is connected to an account receiving residential service from SCE and the requirement of Section 11.2(a) prevents Producer from obtaining the insurance required in Section 11.1, then upon Producer's written Notice to SCE in accordance with Section 12.1, the requirements of Section 11.2(a) shall be waived.
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11.4.
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Evidence of the insurance required in Section 11.2 shall state that coverage provided is primary and is not in excess to or contributing with any insurance or self-insurance maintained by SCE.
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11.5.
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Producer agrees to furnish the required certificates and endorsements to SCE prior to Initial Operation. SCE shall have the right to inspect or obtain a copy of the original policy or policies of insurance.
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11.6.
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If Producer is self-insured with an established record of self-insurance, Producer may comply with the following in lieu of Sections 11.1 through 11.4:
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(a)
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Producer shall provide to SCE, at least thirty (30) calendar days prior to the date of Initial Operation, evidence of an acceptable plan to self-insure to a level of coverage equivalent to that required under Section 11.1.
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(b)
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If Producer ceases to self-insure to the level required hereunder, or if Producer is unable to provide continuing evidence of Producer's ability to self-insure, Producer agrees to immediately obtain the coverage required under Section 11.1.
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11.7.
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All insurance certificates, statements of self insurance, endorsements, cancellations, terminations, alterations, and material changes of such insurance shall be issued, clearly labeled with agreement ID number and submitted to the following:
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12.1.
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Any written notice, demand, or request required or authorized in connection with this Agreement ("Notice") shall be deemed properly given if delivered in person or sent by first class mail, postage prepaid, to the person specified below:
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Form 14-786
10/2011
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12.2.
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A Party may change its address for Notices at any time by providing the other Party Notice of the change in accordance with Section 12.1.
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12.3.
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All Notices must reference the agreement ID number set forth on the first page of this Agreement.
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12.4.
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Notices (other than forecasts and schedules) shall, unless otherwise specified herein, be in writing and may be delivered in person, United States mail or overnight courier service.
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12.5.
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Notice by hand delivery shall be effective at the close of business on the day actually received, if received during business hours on a Business Day, and otherwise shall be effective at the close of business on the next Business Day, unless a different date for the Notice to go into effect is stated in another section of this Agreement.
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12.6.
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Notice by overnight United States mail or courier shall be effective on the next Business Day after it was sent.
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12.7.
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The Parties may also designate operating representatives to conduct the daily communications, which may be necessary or convenient for the administration of this Agreement. Such designations, including names, addresses, and phone numbers may be communicated or revised by Notice provided in accordance herewith.
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13.1.
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SCE shall have the right to review and obtain copies of Producer's operations and maintenance records, logs, or other information such as, but not limited to, unit availability, maintenance outages, circuit breaker operation requiring manual reset, relay targets and unusual events pertaining to Producer's Renewable Generating Facility or its Interconnection with SCE's Distribution System.
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(a)
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Producer authorizes SCE to release to the CEC and/or the Commission information regarding the Renewable Generating Facility, including the Producer's name and location, and the size, location and operational characteristics of the Renewable Generating Facility, the Term, the ERR type, the Initial Operation Date·and the Net Power Rating of the Renewable Generating Facility, as requested from time to time pursuant to the CEC's or Commission's rules and regulations.
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Form 14-786
10/2011
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16.
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GOVERNING LAW, JURISDICTION OF COMMISSION, INCLUSION OF SCE's TARIFF RATE SCHEDULES, DEFINED TERMS
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16.1.
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This Agreement shall be interpreted, governed, and construed under the laws of the State of California as if executed and to be performed wholly within the State of California without giving effect to choice of law provisions that might apply to the law of a different jurisdiction. Each Party waives its respective right to any jury trial with respect to any litigation arising under or in connection with this Agreement
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16.2.
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The Interconnection and services provided under this Agreement shall at all times be subject to the terms and conditions set forth in the Tariffs applicable to the electric service provided by SCE. Copies of such Tariffs are available at www.sce.com or by request to SCE and are incorporated by reference into this Agreement.
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16.3.
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When initially capitalized, whether in the singular or in the plural, the terms used herein shall have the meanings assigned to them either in this Agreement, Appendix F; in SCE's Rule 1 or Rule 21, Section H; or SCE's Schedule CREST. If any term is defined in both Rule 1 and Rule 21, the definition in Rule 21 shall prevail. If any term is defined in both Schedule CREST and this Agreement, the definition in Schedule CREST shall prevail.
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18.1.
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This Agreement, including any incorporated Tariffs and Rules, contains the entire agreement and understanding between the Parties, their agents, and employees as to the subject matter of this Agreement. Each Party also represents that in entering into this Agreement, it has not relied on any promise, inducement, representation, warranty, agreement or other statement not set forth in this Agreement or in the incorporated Tariffs and Rules.
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19.1.
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Neither Party shall be in default in the performance of any of its obligations set forth in this Agreement, except for obligations to pay money, when and to the extent failure of performance is caused by Force Majeure.
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Form 14-786
10/2011
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19.2.
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If a Party, because of Force Majeure, is rendered wholly or partly unable to perform its obligations when due under this Agreement, such Party (the "Claiming Party") shall be excused from whatever performance is affected by the Force Majeure to the extent so affected. In order to be excused from its performance obligations under this Agreement by reason of Force Majeure:
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(a)
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The Claiming Party, on or before the fourteenth (14th) day after the initial occurrence of the claimed Force Majeure, must give the other Party Notice describing the particulars of the occurrence; and
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(b)
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The Claiming Party must provide timely evidence reasonably sufficient to establish that the occurrence constitutes Force Majeure as defined in this Agreement.
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19.3.
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The suspension of the Claiming Party's performance due to Force Majeure may not be greater in scope or longer in duration than is required by such Force Majeure. In addition, the Claiming Party shall use diligent efforts to remedy its inability to perform. When the Claiming Party is able to resume performance of its obligations under this Agreement, the Claiming Party shall give the other Party prompt Notice to that effect.
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19.4.
|
The non-Claiming Party may terminate this Agreement on at least five (5) Business Days' prior Notice, in the event of Force Majeure which materially interferes with such Party's ability to perform its obligations under this Agreement and which extends for more than 365 consecutive days, or for more than a total of 365 days in any consecutive 540-day period.
|
20.1.
|
Each Party as indemnitor shall defend, save harmless and indemnify the other Party and the directors, officers, employees, and agents of such other Party against and from any and all loss, liability, damage, claim, cost, charge, demand, or expense (including any direct, indirect, or consequential loss, liability, damage, claim, cost, charge, demand, or expense, including reasonable attorneys' fees) for injury or death to persons, including employees of either Party, and physical damage to property including property of either Party arising out of or in connection with the negligence or willful misconduct of the indemnitor relating to its obligations under this Agreement. This indemnity applies notwithstanding the active or passive negligence of the indemnitee; provided, however, that neither Party is indemnified under this Agreement for its loss, liability, damage, claim, cost, charge, demand or expense to the extent resulting from its own negligence or willful misconduct.
|
20.2.
|
Producer shall defend, save harmless and indemnify SCE, its directors, officers, employees, and agents, assigns, and successors in interest, for and against any penalty imposed upon SCE to the extent caused by Producer's failure to fulfill its obligations as set forth in Section
|
|
6.3.
|
20.3.
|
Each Party releases and shall defend, save harmless and indemnify the other Party from any and all loss, liability, damage, claim, cost, charge, demand or expense arising out of or in connection with any breach made by the indemnifying Party of its representations, warranties and covenants in Sections 2.10 and 18, and Appendices C and D. Notwithstanding anything to the contrary in this Agreement, if Producer fails to comply with the provisions of Section 11, Producer shall, at its own cost, defend, save harmless and indemnify SCE, its directors, officers, employees, and agents, assigns, and successors in interest, from and against any and all loss, liability, damage, claim, cost, charge, demand, or expense of any kind or nature (including any direct, indirect, or consequential loss, damage, claim, cost, charge, demand, or expense, including reasonable attorneys' fees and other costs of litigation), resulting from injury or death to any individual or damage to any property, including the personnel or property of SCE, to the extent that SCE would have been protected had Producer complied with all of the provisions of Section 11. The inclusion of this Section 20.3 is not intended to
|
Form 14-786
10/2011
|
|
CORONUS YUCCA VALLEY EAST 3
LLC
|
SOUTHERN CALIFORNIA EDISON COMPANY
|
|||
By:
|
Jeff Thachuk
|
By:
|
Marc Ulrich
|
|
Name:
|
Jeff Thachuk
|
Name:
|
Marc Ulrich
|
|
Title:
|
President
|
Title:
|
Vice President of Renewable & Alternative Power
|
|
Date:
|
Jan. 9 2013
|
Date:
|
January 15, 2013
|
Form 14-786
10/2011
|
|
Form 14-786
10/2011
|
|
Form 14-786
10/2011
|
|
Form 14-786
10/2011
|
|
Form 14-786
10/2011
|
|
Form 14-786
10/2011
|
|
Form 14-786
10/2011
|
|
|
(1)
|
Beginning the Wednesday prior to the planned Initial Operation of the Renewable Generating Facility, Producer will electronically provide SCE with an Energy Forecast for the next calendar week, by no later than 5PM Wednesday of the week preceding the week covered by the Energy Forecast.
|
|
a)
|
Not include any anticipated or expected electric energy losses between the Net Generation Output Meter and the Point of Common Coupling;
|
|
d)
|
Be sent to presched@sce.com with a copy to electrade@sce.com or through SCE-provided software, or as otherwise instructed by SCE.
|
|
(2)
|
If Producer revises any Energy Forecast submitted pursuant to Item 2(a)(i)(1) the revision in the Energy Forecast shall be communicated by Producer to SCE's Day-Ahead Group no later than 8:30a.m. the day prior to the effective date of the revision.
|
Form 14-786
10/2011
|
|
|
(3)
|
If Producer revises any Energy Forecast submitted pursuant to Item 2(a)(i)(1) or Item 2(a)(i)(2) the revision in the Energy Forecast shall be communicated by Producer to SCE's Real-Time Group no later than one half (Y,) hour prior to the CAISO's Hour-Ahead scheduling deadline.
|
|
(i)
|
In addition to the requirements set forth in Item 2(a) above, Producer shall electronically provide SCE with a rolling 30-day Energy Forecast, beginning at least thirty (30) days prior to commencement of the Term.
|
|
(1)
|
Be constructed using reasonable file formats, templates, and naming conventions agreed to by the Parties.
|
|
(3)
|
Be sent to esmstpoutage@sce.com with a copy to presched@sce.com or through SCE-provided software, or as otherwise instructed by SCE.
|
Form 14-786
10/2011
|
|
|
(ii)
|
Producer shall update the rolling 30-day hourly forecast weekly by 5:00 PM each Wednesday and send to esmstpoutage@sce.com with a copy to presched@sce.com or use an SCE provided web client (the "Web Client") if it is available.
|
|
(iii)
|
If Producer learns of any inaccuracies in its most recently submitted 30-day hourly Energy Forecast affecting the period between the date Producer learns of the inaccuracy and the date that the next updated 30-day hourly
|
Form 14-786
10/2011
|
|
1.
|
"Agreement" has the meaning set forth in the Preamble.
|
2.
|
"Applicable Law" means all constitutions, treaties, laws, ordinances, rules, regulations, interpretations, permits, judgments, decrees, injunctions, writs and orders of any Governmental Authority or arbitrator that apply to any Party, a Generating Facility or the terms of this Agreement.
|
3.
|
"Attributes" has the meaning set forth in Section 6.3.
|
4.
|
"Business Day" means any day except a Saturday, Sunday, a Federal Reserve Bank holiday, or the Friday following Thanksgiving. A Business Day shall begin at 8:00a.m. and end at 5:00p.m. local time for the Party sending the Notice or payment or performing a specified action.
|
5.
|
"CAISO" means the California Independent System Operator Corporation or successor entity that dispatches certain generating units and loads and controls the transmission facilities of entities that:
|
|
a)
|
Own, operate and maintain transmission lines and associated facilities or have entitlements to use certain transmission lines and associated facilities; and
|
6.
|
"CAISO Schedule," "CAISO Scheduled" or "CAISO Scheduling" means the action of SCE in submitting bids to the CAlSO and receiving all CAISO markets results from the CAISO; provided, that a CAISO market result where the Generating Facility is instructed to deliver zero (0) kWhs is not considered a "CAISO Schedule" for purposes of this Agreement.
|
7.
|
"CAISO Tariff" means the California Independent System Operator Corporation Operating Agreement and Tariff, including the rules, protocols, procedures and standards attached thereto, as the same may be amended or modified from time-to-time and approved by FERC.
|
8.
|
"California Solar Initiative" means the California Solar Initiative Program implemented and overseen by the CPUC, and as may be revised from time to time.
|
9.
|
"Capacity Attributes" means any and all current or future defined characteristics, certificates, tag, credits, ancillary service attributes, or accounting constructs, howsoever entitled, including any accounting construct counted toward any resource adequacy requirements, attributed to or associated with the Renewable Generating Facility or any unit of generating capacity of the Renewable Generating Facility during the Term.
|
Form 14-786
10/2011
|
|
14.
|
"Credit Rating" means with respect to any entity, on the relevant date of determination, the respective ratings then assigned to such entity's unsecured, senior long-term debt or deposit obligations (not supported by third party credit enhancement) by S&P, Fitch or Moody's. If no rating is assigned to such entity's unsecured, senior long-term debt or deposit obligation by S&P, Fitch or Moody's, then "Credit Rating" means the general corporate credit rating or long-term issuer rating assigned by the other two ratings agencies.
|
15.
|
"CREST" means .Qalifornia Renewable ];nergy .§mall Iariff the SCE Tariff schedule that expands
|
|
Tariff Schedule WATER to Eligible Customers.
|
16.
|
"Day-Ahead Market" has the meaning set forth in the CAISO Tariff.
|
17.
|
"Development Security" has the meaning set forth in Section 9.1.
|
18.
|
"Effective Date" or "PPA Effective Date" has the meaning set forth in Section 21.
|
19.
|
"Eligible Customer" has the meaning set forth in Tariff Schedule CREST.
|
20.
|
"Emergency'' means (i) an actual or imminent condition or situation which jeopardizes the integrity of the electric system or the integrity of any other systems to which the electric system is connected or any condition so defined and declared by the CAISO; or (ii) an emergency condition as defined under an interconnection agreement and any abnormal interconnection or system condition that requires automatic or immediate manual action to prevent or limit loss of load or generation supply, that could adversely affect the reliability of the electric system or generation supply, that could adversely affect the reliability of any interconnected system, or that could otherwise pose a threat to public safety.
|
21.
|
"Energy Forecast" has the meaning set forth in Appendix E.
|
22.
|
"ERR" means a generating facility that qualifies as an eligible renewable electric energy resource for purposes of the RPS Legislation.
|
23.
|
"ERR Requirements", "ERR Status", "ERRIRPS Status Change" and "ERR Warranty" have the meanings set forth in Appendix C.
|
24.
|
"Execution Date" means the date of Producer's signature in Section 21 and compliance with the eligibility requirements of Schedule CREST and any applicable Commission decision with respect to Schedule CREST.
|
25.
|
"FERC" means the Federal Energy Regulatory Commission.
|
26.
|
"Fitch" means Fitch Ratings Ltd. or its successor.
|
27.
|
"Force Majeure" means any event or circumstance (that is not anticipated as of the Effective Date) to the extent beyond the control of, and not the result of the negligence of, or caused by, the Party seeking to have its performance obligation excused thereby, which by the exercise of due diligence such Party could not reasonably have been expected to avoid and which by exercise of due diligence it has been unable to overcome. Force Majeure does not include: (i) a failure of performance of any individual or entity, including any individual or entity providing electric transmission or distribution service or fuel transportation to a Generating Facility, except to the extent that such failure was caused by an event that would otherwise qualify as Force Majeure; (ii) failure to timely apply for or obtain Permits or other credits required to Operate a Generating Facility; (iii) breakage or malfunction of equipment (except to the extent that such failure was caused by an event that would otherwise qualify as Force Majeure); (iv) the lack of wind, solar irradiation or other fuel source of an inherently intermittent nature; or (v) any delay in providing, or cancellation of, interconnection service.
|
Form 14-786
10/2011
|
|
28.
|
"Forecast", "Forecast Requirements" and "Forecast Procedures" have the meanings set forth in Appendix E.
|
29.
|
"Generating Facility" means Producer's Renewable and Non-renewable Generating Facilities, as more particularly described in Appendix A, together with all materials, equipment systems, structures, features and improvements necessary to produce electric energy at such facility, excluding the Site, land rights and interests in land.
|
30.
|
"Governmental Authority" means:
|
|
a)
|
Any federal, state, local, municipal or other government;
|
|
b)
|
Any governmental, regulatory or administrative agency, commission, or other authority lawfully exercising or entitled to exercise any administrative, executive, judicial, legislative, police, regulatory or taxing authority or power; or
|
|
c)
|
Any court or governmental tribunal.
|
31.
|
"Green Attributes" means any and all credits, benefits, em1ss1ons reductions, offsets, and allowances, howsoever entitled, attributable to the generation from the Generating Facility unit(s) and its displacement of conventional energy generation. Green Attributes include but are not limited to Renewable Energy Credits, as well as:
|
|
a)
|
Any avoided emissions of pollutants to the air, soil or water such as sulfur oxides (SOx), nitrogen oxides (NOx), carbon monoxide (CO) and other pollutants;
|
|
b)
|
Any avoided emissions of carbon dioxide (C02), methane (CH4), nitrous oxide, hydrofluorocarbons, perfluorocarbons, sulfur hexafluoride and other greenhouse gases (GHGs) that have been determined by the United Nations Intergovernmental Panel on Climate Change, or otherwise by law, to contribute to the actual or potential threat of altering the Earth's climate by trapping heat in the atmosphere;
|
|
c)
|
The reporting rights to these avoided emissions, including, without limitation, such as Green Tag Reporting Rights; and
|
|
e)
|
Any electric energy, capacity, reliability or other power attributes from the Generating
|
|
Facility unit(s);
|
|
f)
|
Production Tax Credits associated with the construction or operation of the Generating Facility and other financial incentives in the form of credits, reductions, or allowances associated with the Generating Facility)that are applicable to a state or federal income taxation obligation;
|
Form 14-786
10/2011
|
|
|
g)
|
Fuel-related subsidies or "tipping fees" that may be paid to Producer to accept certain fuels, or local subsidies received by the Producer for the destruction of particular pre existing pollutants or the promotion of local environmental benefits; or
|
|
h)
|
Emission reduction credits encumbered or used by the Generating Facility for compliance with local, state, or federal operating and/or air quality permits.
|
32.
|
"Gross Power Rating" means the value, in kW, set forth in Section 2.3.
|
33.
|
"Initial Operation" means the date the Renewable Generating Facility first Interconnects and Operates in parallel with SCE's Distribution System and the NGOM records electric energy received by SCE from the Renewable Generating Facility.
|
34.
|
"Initial Operation Deadline" has the meaning set forth in Section 2.9
|
35.
|
"Initial Synchronization" means the Generating Facility is operating in parallel with SCE's Distribution System and the first kWh of electric energy is measured by the NGOM,or SCE Meter, as applicable.
|
36.
|
"Interconnect" or "Interconnection" have the meanings set forth in SCE's Rule 21 or the WDAT, as applicable.
|
37.
|
"Interconnection Facilities Financing and Ownership Agreement" means that certain agreement between Producer and SCE attached hereto as Appendix B.
|
38.
|
"Interest Rate" means an annual rate equal to the rate published in The Wall Street Journal as the "Prime Rate" (or, if more than one rate is published, the arithmetic mean of such rates) as of the date payment is due plus two (2) percentage points; provided, however, that in no event will the Interest Rate exceed the maximum interest rate permitted by Applicable Laws.
|
39.
|
"Kw'' means a kilowatt (1,000 watts) of electric power.
|
40.
|
"kWh" means a kilowatt-hour ( 1,000 watt-hours) of electric energy.
|
41.
|
"Lender" means any financial institutions or successors in interest or assignees that provide(s) development, bridge, construction, permanent debt or tax equity financing or refinancing for the Generating Facility to Producer.
|
42.
|
"Letter of Credit" means an irrevocable, nontransferable standby letter of credit provided by Producer from an issuer acceptable to SCE that is either a U.S. commercial bank or a U.S. branch of a foreign bank with the bank having a Credit Rating of at least "A-" from S&P and Fitch and "A3" from Moody's, in a form approved by SCE. Producer must bear the costs of all Letters of Credit.
|
43.
|
"Market Price Referent" or "MPR" means the market price referent applicable to this Agreement as determined by the CPUC in accordance with California Public Utilities Code Section 399.15(c) for the Term as set forth in Section 6.2.
|
44.
|
"Moody's" means Moody's Investor Services, Inc.
|
Form 14-786
10/2011
|
|
45.
|
"Net Generation Output Meter" or "NGOM" has the meaning set forth in SCE's Rule 21.
|
46.
|
"Net Power Rating" is the value Gross Power Rating minus Station Use, in kW. The Net Power
|
|
Rating shall not exceed 1,500 kW per California Public Utilities Code Section 399.20{h).
|
47.
|
"Non-renewable Generating Facility" means Producer's electric generating facility that exists on the Premises identified in Appendix A, but does not comply with the requirements set forth in Appendix C or Appendix D.
|
48.
|
"Notice" has the meaning set forth in Section 12.1.
|
49.
|
"Operate," "Operating" or "Operation" means to provide (or the provision of) all the operation, engineering, purchasing, repair, supervision, training, inspection, testing, protection, use, management, improvement, replacement, refurbishment, retirement, and maintenance activities associated with operating the Generating Facility in accordance with Prudent Electrical Practices.
|
50.
|
"Party" or "Parties" have the meaning set forth in the Preamble.
|
51.
|
"Permit" or "Permits" means all applications, approvals, authorizations, consents, filings, licenses, orders, permits or similar requirements imposed by any Governmental Authority, or the CAISO, in order to develop, construct, operate, maintain, improve, refurbish and retire the Generating Facility or to Schedule and deliver the electric energy produced by the Generating Facility to SCE, including the Authority to Construct permit.
|
|
Permits includes the documentation required by California Public Utilities Code Section 2812{d)1 for Producers subject to Section 2802 for hydroelectric Renewable Generating Facilities.
|
52.
|
"Permit Approval" means approval by the relevant regulatory agencies of any Permit and shall be deemed obtained upon the issuance of such Permit, and shall not be invalidated by the pendency of an appeal or other post-issuance challenge to the issuance of the Permit.
|
53.
|
"Point of Common Coupling" has the meaning set forth in SCE's Rule 21.
|
54.
|
"Premises" means all of the real property and apparatus employed in a single enterprise on an integral parcel of land undivided, excepting in the case of industrial, agricultural, oil field, resort enterprises, and public or quasi-public institutions, by a dedicated street, highway, or other public thoroughfare, or a railway. Automobile parking lots constituting a part of, and adjacent to, a single enterprise may be separated by an alley from the remainder of the premises served.
|
55.
|
"Producer" has the meaning set forth in the Preamble.
|
|
a)
|
All electric power and energy produced by the Renewable Generating Facility, net of Station Use of the Renewable Generating Facility; and
|
|
b)
|
All associated Environmental Attributes, Capacity Attributes, Renewable Energy Credits and Resource Adequacy Benefits.
|
Form 14-786
10/2011
|
|
59.
|
"Prudent Electrical Practices" means those practices, methods and acts that would be implemented and followed by prudent operators of electric energy generating facilities in the Western United States, similar to the Generating Facility, during the relevant time period, which practices, methods and acts, in the exercise of prudent and responsible professional judgment in the light of the facts known at the time the decision was made, could reasonably have been expected to accomplish the desired result consistent with good business practices, reliability and safety.
|
|
a)
|
Equipment, materials, resources, and supplies, including spare parts inventories, are available to meet the Generating Facility's needs;
|
|
b)
|
Sufficient operating personnel are available at all times and are adequately experienced and trained and licensed as necessary to operate the Generating Facility properly and efficiently, and are capable of responding to reasonably foreseeable emergency conditions at the Generating Facility and emergencies whether caused by events on or off the Site;
|
|
c)
|
Preventive, routine, and non-routine maintenance and repairs are performed on a basis that ensures reliable, long term and safe operation of the Generating Facility, and are performed by knowledgeable, trained, and experienced personnel utilizing proper equipment and tools;
|
|
d)
|
Appropriate monitoring and testing are performed to ensure equipment is functioning as designed;
|
|
e)
|
Equipment is not operated in a reckless manner, in violation of manufacturer's guidelines or in a manner unsafe to workers, the general public, or SCE's electric system or contrary to environmental laws, permits or regulations or without regard to defined limitations such as, flood conditions, safety inspection requirements, operating voltage, current, volt ampere reactive (VAR) loading, frequency, rotational speed, polarity, synchronization, and control system limits; and
|
|
f)
|
Equipment and components designed and manufactured to meet or exceed the standard of durability that is generally used for electric energy generating facilities operating in the Western United States and will function properly over the full range of ambient temperature and weather conditions reasonably expected to occur at the Site and under both normal and emergency conditions.
|
60.
|
"Real-Time Market" has the meaning set forth in the CAISO Tariff.
|
61.
|
"Renewable Energy Credit" has the meaning set forth in California Public Utilities Code Section 399.12(g), as may be amended from time to time or is further defined or supplemented by law."Renewable Generating Facility" means all of Producer's electric generating facilities as more particularly described in Appendix A, together with all materials, equipment systems, structures, features and improvements necessary to produce electric energy at such facility, (excluding the Site, land rights and interests in land) located at the Premises identified in Appendix A and complying with the requirements of Appendix Cor Appendix D for the entire Term of this Agreement.
|
Form 14-786
10/2011
|
|
62.
|
"Resource Adequacy Benefits" means the rights and privileges attached to the Generating Facility that satisfy any entity's resource adequacy obligations, as those obligations are set forth in any Resource Adequacy Rulings and shall include any local, zonal or otherwise locational attributes associated with the Generating Facility.
|
63.
|
"Resource Adequacy Rulings" means CPUC Decisions 04-01-050, 04-10-035, 05-10-042,06-06-064, 06-07-031 and any subsequent CPUC ruling or decision, or any other resource adequacy laws, rules or regulations enacted, adopted or promulgated by any applicable Governmental Authority, as such decisions, rulings, laws, rules or regulations may be amended or modified from time-to-time during the Term.
|
64.
|
"RPS Legislation" means the State of California Renewable Portfolio Standard Program, as codified at California Public Utilities Code Section 399.11, et seq.
|
65.
|
"RPS Requirements" and "RPS Status" have the same meanings set forth in Appendix C.
|
66.
|
"Rule" means Tariff sheets which set forth the application of all rates, charges, and service when such applicability is not set forth in and as part of the rate schedules.
|
67.
|
"S&P" means the Standard & Poor's Rating Group.
|
68.
|
"SCE" has the meaning set forth in the Preamble.
|
69.
|
"Schedule," "Scheduled" or "Scheduling" means the action of Producer and SCE, or their designated representatives of notifying, requesting, and confirming to each other the Forecast of electric energy from the Generating Facility being received by SCE at the Net Generation Output Meter.
|
70.
|
"Schedule CREST" refers to one or more Tariff sheets setting forth the charges and conditions for a customer taking service from SCE under this Tariff who meets the definition of an Eligible Customer who owns and operates an Eligible Renewable Generating Facility, as defined in Schedule CREST. This Tariff is subject to such changes or modifications by the Commission as it may from time to time direct in the exercise of its jurisdiction.
|
71.
|
"Simple Interest Payment" means a dollar amount calculated by multiplying the (i) dollar amount on which the Simple Interest Payment is based, times (ii) the Interest Rate, times (iii) the result of dividing the number of days in the calculation period by 360.
|
72.
|
"Site" means the real property on which the Renewable Generating Facility is, or will be located, as further described in Appendix A
|
73.
|
"Small Power Producer Qualifying Facility" or "SPP QF" means a facility certified by the FERC as a small power producer and certified by the CEC as an ERR that was in service prior to January 1, 2002.
|
74.
|
"SPP QF Requirements", "SPP QF Status", "SPP QF Status Change" and "SPP QF Warranty" have the meanings set forth in Appendix D.
|
75.
|
"Station Use" means the electric energy produced by the Renewable or Non-renewable Generating Facility that is:
|
|
a)
|
Used within the respective Generating Facility to power the lights, motors, control systems and other electrical loads that are necessary for Operation; and
|
Form 14-786
10/2011
|
|
76.
|
"Tariff(s)" mean(s) the entire body of effective rates, rentals, charges, and rules collectively of SCE, as set forth herein, and including title page, preliminary statement, service area maps, rate schedules, list of contracts and deviations, Rules, and sample forms.
|
77.
|
"Term" has the meaning used in Appendix H.
|
78.
|
"Term End Date" means 12:01 A.M. on the day following the completion of the Term specified in Appendix H.
|
79.
|
"Term Start Date" means the date of Initial Operation as specified in Appendix H upon SCE's completion of Appendix H.
|
80.
|
"Term Year" means a twelve (12) month period beginning on the first day of the calendar month following Initial Operation and each successive twelve (12) month period thereafter.
|
81.
|
"TOU Periods" means the time of use periods for determination of payments as set forth in Appendix G.
|
82.
|
"Transmission Provider" means any entity or entities responsible for the interconnection of the Generating Facility with SCE's Distribution System or transmitting the Product on behalf of Producer from the Generating Facility to the Point of Common Coupling.
|
83.
|
"WATER" means Water/Wastewater t,gency Iariff for sligible Benewables the SCE Tariff schedule that implements Assembly Bill1969.
|
84.
|
"WDAT" means SCE's Wholesale Distribution Access Tariff.
|
85.
|
"WECC" means the Western Electricity Coordinating Council, the regional reliability council for the Western United States, Southwestern Canada, and Northwestern Mexico.
|
86.
|
"Web Client" has the meaning set forth in Appendix E.
|
Form 14-786
10/2011
|
|
Time of Use Periods ("TOU Periods")
|
|||
TOU Period
|
Summer
Jun 1st – Sep 30th
|
Winter
Oct 1st – May
31st
|
Applicable Days
|
On-Peak
|
Noon - 6:00 p.m.
|
Not Applicable.
|
Weekdays except
Holidays.
|
Mid-Peak
|
8:00 a.m. – Noon
|
8:00 a.m. – 9:00
p.m.
|
Weekdays except
Holidays.
|
6:00 p.m. – 11:00
p.m.
|
Weekdays except
Holidays.
|
||
Off-Peak
|
11:00 p.m. – 8:00
a.m.
|
6:00 a.m. – 8:00
a.m.
|
Weekdays except
Holidays.
|
9:00 p.m. –
Midnight
|
Weekdays except
Holidays.
|
||
Midnight –
Midnight
|
6 a.m. –
Midnight
|
Weekends and Holidays
|
|
Super-Off-Peak
|
Not Applicable.
|
Midnight – 6:00
a.m.
|
Weekdays, Weekends and
Holidays
|
Energy Allocation Factors (Factor "B" in Section 6.5)
|
||||
Season
|
TOU
|
Calculation Method
|
Energy Allocation
Factor
|
|
Summer
|
On-Peak
|
Fixed Value
|
3.13
|
(R)
|
Mid-Peak
|
Fixed Value
|
1.35
|
(I)
|
|
Off-Peak
|
Fixed Value
|
0.75
|
(I)
|
|
Winter
|
Mid-Peak
|
Fixed Value
|
1.00
|
(R)
|
Off-Peak
|
Fixed Value
|
0.83
|
(I)
|
|
Super-Off-Peak
|
Fixed Value
|
0.61
|
(R)
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Form 14-786
10/2011
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1.
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The Renewable Generating Facility's date of Initial Operation is ________________. (SCE to confirm date using NGOM data.)
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3.
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Product Price for this Agreement is$ 0.__________ per kWh. (SCE to confirm using applicable MPR ruling, Producer's term and Initial Operation date.)
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Form 14-786
10/2011
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1.0
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When used in this Agreement, with initial capitalization, the terms specified shall have the meanings indicated in Distribution Provider's Rule 21.
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2.0
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Applicant elects and Distribution Provider shall cause to be performed Interconnection Studies consistent with Section F.3.d of Rule 21.
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3.0
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The scope of the Interconnection Studies shall be subject to the assumptions set forth in Attachments A and B to this Agreement.
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4.0
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The Interconnection Studies will be based upon the technical information provided by Applicant in the Interconnection Request, as may be modified as the result of the Scoping Meeting, subject to any modifications in accordance with Section F.3.d of Rule 21. Any technical data supplied by Applicant is assumed to be complete and accurate. Distribution Provider is not required to verify any information or data provided by Applicant as part of the Interconnection Studies. Distribution Provider reserves the right to request additional technical information from Applicant as may reasonably become necessary consistent with Good Utility Practice during the course of the Interconnection Studies. Applicant shall provide the requested technical information to Distribution provider within 30 Calendar Days of a written request for such information. Distribution Provider may suspend the Interconnection Studies until such information is provided and the due date for completion of the Interconnection Studies shall be adjusted to reflect the suspension period. If Applicant modifies its designated Point of Interconnection, Interconnection Request, or the technical information provided therein is modified, the Interconnection Studies may be modified as specified in Rule 21.
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5.0
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The Interconnection Study report for each Interconnection Study shall provide the information specified in Rule 21.
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6.0
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Applicant shall provide Interconnection Financial Security in accordance with Rule 21 Section F.4, including Section F.4.b which requires the Applicant to provide the initial Interconnection Financial Security on or before sixty (60) Calendar Days after being provided with the final Interconnection System Impact Study report.
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7.0
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Unless the Parties agree to waive the Facilities Study in accordance with Section F.3.d.vii of Rule 21, within (i) five (5) Business Days following the results meeting, or (ii) within twenty-five (25) Business Days of the receipt of the final Interconnection System Impact Study report if no Interconnection System Impact Study results meeting i s held, Applicant shall submit the Facilities Study deposit, if required, and any data required to Distribution Provider in accordance with Section F.3.d.vi of Rule 21.
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8.0
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Upon completion of the Interconnection Studies, Distribution Provider shall charge and Applicant shall pay the actual costs of the Interconnection Studies pursuant to Section E.3.a of Rule 21.
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9. 0
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The Distribution Provider may provide copies of the Interconnection Studies results to the ISO, an Affected System Operator and the Western Electricity Coordinating Council. Requests for review and input from any Affected System Operators or the Western Electricity Coordinating Council may arrive at any time prior to interconnection.
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10.0
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Substantial portions of technical data and assumptions used to perform the Interconnection Studies, such as system conditions, existing and planned generation, and unit modeling, may change, other than changes described in Section 4, after the Distribution Provider provides the Interconnection Studies results to the Applicant. Interconnection Studies results will reflect available data at the time the Distribution Provider provides the Interconnection Study reports to the Applicant. If new data is provided after Distribution Provider has begun work on the Interconnection Studies, Distribution Provider is not responsible for updating the Interconnection Studies to reflect new information or a change in information used in the Interconnection Studies. Distribution Provider may determine that a new study, or revision or reevaluation of the Interconnection Studies is required. In that event, Applicant shall either enter into a separate agreement providing that it shall reimburse Distribution Provider for the costs of such new or revised study or its Interconnection Request will be deemed withdrawn. The Distribution Provider shall not be responsible for any additional costs, including, without limitation, costs of new or additional facilities, system upgrades, or schedule changes, that may be required as a result of changes in such data and assumptions.
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11.0
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The Distribution Provider shall maintain records and accounts of all costs incurred in performing the Interconnection Studies in sufficient detail to allow verification of all costs incurred, including associated overheads. The Applicant shall have the right, upon reasonable notice, at the Distribution Provider's offices and at its own expense, to audit the Distribution Provider's records as necessary and as appropriate in order to verify costs incurred by the Distribution Provider. Any audit requested by the Applicant shall be completed, and written notice of any audit dispute provided to the Distribution Provider, within one hundred eighty (180) Calendar Days following receipt by the Applicant of the Distribution Provider's notification of the final costs of the Interconnection Studies.
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12.0
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In accordance with Section F.6 of Rule 21, the Applicant may withdraw its Interconnection Request at any time by written notice to the Distribution Provider. Upon receipt of such notice, this Agreement shall terminate, subject to the requirements of Section D.7 and E.3.a of Rule 21.
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13.0
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This Agreement shall become effective upon the date the fully executed Agreement and the Detailed Study deposit as required by Section E.3.a are received by the Distribution Provider. If the Distribution Provider does not receive the fully executed Agreement and Detailed Study deposit pursuant to Section F.3.d of Rule 21 within thirty (30) Business Days after the scoping meeting, then the Interconnection Request will be deemed withdrawn.
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14.1
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Dispute Resolution. Any dispute arising out of or in connection with the Agreement shall be subject to the dispute resolution provisions of Rule 21.
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14.2
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Confidentiality. Confidential Information shall be treated in accordance with Section D.7 of Rule 21.
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14.3
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Binding Effect. This Agreement and the rights and obligations hereof, shall be binding upon and shall inure to the benefit of the successors and assigns of the Parties hereto.
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14.4
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Conflicts. In the event of a conflict between the body of this Agreement and any attachment, appendices or exhibits hereto, the terms and provisions of the body of this Agreement shall prevail and be deemed the final intent of the Parties.
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14.5
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Rules of Interpretation. This Agreement, unless a clear contrary intention appears, shall be construed and interpreted as follows: ( l) the singular number includes the plural number and vice versa; (2) reference to any person includes such person's successors and assigns but, in the case of a Party, only if such successors and assigns are permitted by this Agreement, and reference to a person in a particular capacity excludes such person in any other capacity or individually; (3) reference to any agreement (including this Agreement), document, instrument or tariff means such agreement, document, instrument, or tariff as amended o r modified and in effect from time to time in accordance with the terms thereof and, if applicable, the terms hereof; (4) reference to any applicable laws and regulations means such applicable laws and regulations as amended, modified, codified, or reenacted, in whole or in part, and in effect from time to time, including, if applicable, rules and regulations promulgated thereunder; (5) unless expressly stated otherwise, reference to any Article, Section or Appendix means such Article or Section of this Agreement or such Appendix to this Agreement, or such Section of Rule 21or such Appendix to Rule 21, as the case may be; (6) "hereunder", "hereof', ''herein", "hereto" and words of similar import shall be deemed references to this Agreement as a whole and not to any particular Article Section, or other provision hereof or thereof; (7) "including" (and with correlative meaning "include") means including without limiting the generality of any description preceding such term; and (8) relative to the determination of any period oftime, "from" means "from and including", "to" means ''to but excluding" and "through" means "through and including".
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14.6
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Entire Agreement. This Agreement, including all Appendices and Schedules attached hereto, constitutes the entire agreement between the Parties with reference to the subject matter hereof, and supersedes all prior and contemporaneous understandings or agreements, oral or written, between the Parties with respect to the subject matter of this Agreement. There are no other agreements, representations, warranties, or covenants
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14.7
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No Third Party Beneficiaries. This Agreement is not intended to and does not create rights, remedies, or benefits of any character whatsoever in favor of any persons, corporations, associations, or entities other than the Parties, and the obligations herein assumed are solely for the use and benefit of the Parties, their successors in interest and, where permitted, their assigns.
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14.8
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Waiver. The failure of a Party to this Agreement to insist, on any occasion, upon strict performance of any provision of this Agreement will not be considered a waiver of any obligation, right, or duty of, or imposed upon, such Party.
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14.9
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Headings. The descriptive headings of the various Articles and Sections of this Agreement have been inserted for convenience of reference only and are of no significance in the interpretation or construction of this Agreement
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14.10
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Multiple Counterparts. This Agreement may be executed in two or more counterparts, each of which is deemed an original but all constitute one and the same instrument.
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14.11
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Amendment. The Parties may by mutual agreement amend this Agreement by a written instrument duly executed by both of the Parties.
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14.12
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Modification by the Parties. The Parties may by mutual agreement amend the Appendices to this Agreement by a written instrument duly executed by both of the Parties. Such amendment shall become effective and a part of this Agreement upon satisfaction of all applicable laws and regulations.
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14.13
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No Partnership. This Agreement shall not be interpreted or construed to create an association, joint venture, agency relationship, or partnership between the Parties or to impose any partnership obligation or partnership liability upon any Party. No Party shall have any right, power or authority to enter into any agreement or undertaking for, or
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14.14
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Assignment. This Agreement may be assigned by a Party only with the written consent of the other Party; provided that a Party may assign this Agreement without the consent of the other Party to any Affiliate of the assigning Party with an equal or greater credit rating and with the legal authority and operational ability to satisfy the obligations of the assigning Party under this Agreement; and provided further that the Applicant shall have the right to assign this Agreement, without the consent of the other Party, for collateral security purposes to aid in providing financing for the Generating Facility, provided that the Applicant will require any secured party, trustee or mortgagee to notify the other Party of any such assignment. Any financing arrangement entered into by the Applicant pursuant to this Section will provide that prior to or upon the exercise of the secured party's, trustee's or mortgagee's assignment rights pursuant to said arrangement, the secured creditor, the trustee or mortgagee will notify the other Party of the date and particulars of any such exercise of assignment right(s). Any attempted assignment that violates this Section is void and ineffective. Any assignment under this Agreement shall not relieve a Party of its obligations, nor shall a Party's obligations be enlarged, in whole or in part, by reason thereof. Where required, consent to assignment will not be unreasonably withheld, conditioned or delayed.
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14.15
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This Agreement is subject to the applicable provisions of SCE's tariffs, including Rule 21, as filed and authorized by the California Public Utilities Commission ("CPUC"). This Agreement shall at all times be subject to such changes or modifications by the CPUC, as the CPUC may, from time to time, direct in the exercise of its jurisdiction. This Agreement is pending before the CPUC in Rulemaking 11-09-011 and has not yet been approved. Pursuant to Rule 21, § H.l.f, the parties agree to adopt into this Agreement any changes that the CPUC may make to this Agreement when the CPUC approves it.
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Environmental survey start:
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Date
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N/A
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Environmental impact report submittal:
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Date
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N/A
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Procurement of project equipment:
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Date
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N/A
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Begin Construction
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Date:
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N/A
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Generator step-up transformer
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Date:
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N/A
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receives back feed power
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Generation Testing
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Date:
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N/A
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Commercial Operation
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Date:
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N/A
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1.
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I have reviewed this Form 10-Q for the period ended December 31, 2012 of Coronus Solar Inc.;
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2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
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I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
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a.
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Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the registrant is made known to me by others within those entities, particularly during the period in which this report is being prepared;
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b.
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under my supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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c.
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Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and,
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d.
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Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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5.
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I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
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a.
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All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
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b.
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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Date:
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February 14, 2013
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JEFF THACHUK
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Jeff Thachuk
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Principal Executive Officer and Principal Financial Officer
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(1)
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The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
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(2)
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The information contained in this Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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JEFF THACHUK
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Jeff Thachuk
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Chief Executive Officer and Chief Financial Officer
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Note 7 - Property, Plant and Equipment (Detail) - Property, Plant and Equipment (USD $)
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Dec. 31, 2012
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Mar. 31, 2012
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Office equipment | $ 1,379 | $ 1,373 |
Computer equipment | 1,055 | 1,051 |
Land | 1,348,649 | 334,599 |
$ 1,351,083 | $ 337,023 |
Note 16 - Stockholders' Equity (Detail) - Outstanding and Exercisable Options (USD $)
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Dec. 31, 2012
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Sep. 30, 2012
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Mar. 31, 2012
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Mar. 31, 2010
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---|---|---|---|---|
$ 0.065 | $ 0.065 | $ 0.065 | ||
(in Shares) | 740,000 | 740,000 | ||
2.90 | 3.65 | |||
$ 0.065 | $ 0.60 | $ 0.065 | ||
(in Shares) | 740,000 | 740,000 |
Note 13 - Promissory Note (Detail)
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3 Months Ended | 12 Months Ended | 15 Months Ended | |||||||
---|---|---|---|---|---|---|---|---|---|---|
Mar. 31, 2013
USD ($)
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Dec. 31, 2012
USD ($)
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Sep. 30, 2012
CAD
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Mar. 31, 2012
USD ($)
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Mar. 31, 2012
USD ($)
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Mar. 31, 2013
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Sep. 30, 2012
USD ($)
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Jun. 30, 2012
USD ($)
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Jun. 30, 2011
USD ($)
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Mar. 31, 2011
USD ($)
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Debt Instrument, Face Amount | $ 200,000 | 40,000 | $ 100,090 | $ 100,090 | $ 136,000 | $ 235,000 | $ 32,000 | $ 37,000 | ||
Debt Instrument, Interest Rate During Period | 12.00% | 4.00% | 12.00% | |||||||
Debt Instrument, Periodic Payment, Interest | $ 500,000 | $ 100 | 408 | $ 100 |
Note 16 - Stockholders' Equity (Detail) - Outstanding and Exercisable Options (USD $)
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Dec. 31, 2012
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Sep. 30, 2012
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Mar. 31, 2012
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Mar. 31, 2010
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---|---|---|---|---|
$ 0.065 | $ 0.065 | $ 0.065 | ||
(in Shares) | 740,000 | 740,000 | ||
2.90 | 3.65 | |||
$ 0.065 | ||||
(in Shares) | 740,000 | 740,000 | ||
$ 0.065 | $ 0.60 | $ 0.065 |
Note 12 - Notes Payable (Detail)
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3 Months Ended | ||||||||
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Mar. 31, 2013
USD ($)
acre
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Dec. 31, 2012
USD ($)
acre
sqyd
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Sep. 30, 2012
CAD
sqyd
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Mar. 31, 2012
USD ($)
acre
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Sep. 30, 2012
USD ($)
acre
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Jun. 30, 2012
USD ($)
acre
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Sep. 30, 2011
acre
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Jun. 30, 2011
USD ($)
acre
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Mar. 31, 2011
USD ($)
acre
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Newberry Springs Parcel of Land (in Acres) | 20 | ||||||||
Debt Instrument, Face Amount | $ 200,000 | 40,000 | $ 100,090 | $ 136,000 | $ 235,000 | $ 32,000 | $ 37,000 | ||
Debt Instrument, Interest Rate, Effective Percentage | 6.50% | 6.50% | 6.50% | 6.50% | |||||
Debt Instrument, Periodic Payment, Interest | $ 500,000 | $ 100 | 408 | $ 100 | |||||
29-Palms North Parcel of Land (in Acres) | 39.25 | 39.25 | 39.25 | ||||||
Joshua Tree East Parcel of Land (in Acres) | 56.03 | 56.03 | 56.03 | 56.03 | 56.03 | ||||
Adelanto West Parcel of Land (in Acres) | 40 | 40 | 40 | 40 | |||||
Yucca Valley East Parcel of Land (in Acres) | 34.07 | 34.07 | 34.07 | 34.07 |
Note 16 - Stockholders' Equity (Tables)
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3 Months Ended | 9 Months Ended | 12 Months Ended | 21 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Dec. 31, 2012
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Dec. 31, 2012
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Mar. 31, 2012
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Dec. 31, 2012
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Schedule of Share-based Compensation, Stock Options, Activity [Table Text Block] | Period Ended December 31, 2012 and Year Ended March 31,
2012
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Schedule of Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding [Table Text Block] | December 31, 2012
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March 31, 2012
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Schedule of Derivative Instruments in Statement of Financial Position, Fair Value [Table Text Block] | March 31, 2012
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Schedule of Stockholders' Equity Note, Warrants or Rights [Table Text Block] | December 31, 2012
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March 31, 2012
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Note 16 - Stockholders' Equity (Detail) - Warrants Outstanding (USD $)
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42 Months Ended | 51 Months Ended | ||
---|---|---|---|---|
Jun. 30, 2016
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Apr. 04, 2017
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Dec. 31, 2012
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Mar. 31, 2012
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350,000 | 350,000 | |||
(in Dollars) | $ 0.75 | |||
(in Dollars per Item) | 0.75 | |||
Dec. 31, 2008 | Dec. 31, 2008 |
Note 19 - Commitments
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3 Months Ended |
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Dec. 31, 2012
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Commitments Disclosure [Text Block] |
Note
19 – Commitments
(a)
Purchase of Solar Photovolatic Power Systems
On
March 31, 2011, the Company and Coronus entered into a
purchase agreement for utility-scale, ground-mount, solar
photovoltaic (“PV”) power systems (the
“Solar Power Systems Agreement”) with Belectric,
Inc. (“Belectric”). Under the Solar Power Systems
Agreement, Coronus agreed to acquire a total of 21 MW_ac of
utility-scale, ground-mount, solar PV power systems from
Belectric, for total consideration of $76,818,000, exclusive
of taxes (the “Basic Price”). On entering into
the Solar Power Systems Agreement, the Company paid 15% of
the Basic Price, or $11,522,700, by way of issuing 10,974,000
shares of its common stock to Belectric, at a deemed price of
$1.05 per share. The fair value per share at the date of
issuance was $0.60. As a result, $6,584,400 was recorded
under shareholders’ equity and construction in progress
when the agreement was first entered into.
On
August 15, 2012, the Company amended the purchase agreement
for the Solar Power Systems with Belectric. Under the amended
agreement (the “Amended Solar Power Systems
Agreement”), the provision of Coronus to purchase a
total of 21 MW of utility-scale, ground-mount, solar PV power
systems from Belectric, for consideration of $76,818,000,
exclusive of taxes (the “Original Basic Price”),
was modified. Under the Amended Solar Power Systems
Agreement, Coronus and Belectric agree to negotiate, in good
faith, the purchase price of solar power systems on a per
solar power system basis (the “Purchase and Sale
Agreements”). The Amended Solar Power Systems Agreement
is effective as of August 15, 2012, and shall remain in full
force and effect for three years (the “Three Year
Term”), but shall expire prior to the Three Year Term
provided Coronus and Belectric enter into Purchase and Sale
Agreements totaling 100 MW of solar power systems prior to
the expiry of the Three Year Term. Further, throughout the
term of the Amended Solar Power Systems Agreement, Belectric
retains the exclusive right to negotiate Purchase and Sale
Agreements with Coronus for solar power systems.
On
entering into the original Solar Power Systems Agreement, the
Company paid 15% of the Original Basic Price, or $11,522,700,
by way of issuing 10,974,000 shares (the “Original
Payment Shares”) of its common stock to Belectric, at a
deemed price of $1.05 per share. Under the Amended Solar
Power Systems Agreement, as additional purchase and sale
consideration, Belectric kept 1,097,400 of the Original
Payment Shares. Accordingly, 9,876,600 of the Original
Payment Shares were cancelled on August 15, 2012.
(b)
Advisory Service Agreement
On
August 8, 2011, the Company entered into a financial advisory
service agreement (the “Advisory Agreement”) with
Source Capital Group Inc (“SCG”). Under the
Advisory Agreement, SCG shall use its best efforts to provide
up to $80,000,000 in financing (the “Financing”)
for the Company and/or the Company’s affiliates. The
financing may consist of debt (the “Debt
Financing”) or equity (the “Equity
Financing”) or both. Under the Advisory Agreement, SCG
shall be compensated 6% cash and 6% 5 year warrants priced at
100% of any offering price on any Equity Financing raised by
SCG. In addition, SCG shall be compensated 3% cash on any
Debt Financing raised by SCG.
As
at December 31, 2012, $nil (March 31, 2012: $20,000) had been
expensed related to the advisory service agreement.
The
term of the Advisory Agreement is 120 days from August 8,
2011 (the “Expiration Date”), and will be
automatically renewed on a monthly basis until canceled in
writing by either the Company or SCG. The Advisory Agreement
may be terminated upon 60 days written notice without cause
by either the Company or SCG at any time before the
Expiration Date.
Under
the original Advisory Agreement, the Company’s
relationship with SCG was exclusive. Effective December 8,
2011, the relationship with SCG is no longer
exclusive.
(c)
Acquisition of Vacant Land
(i)
Phelan South Agreement
On
April 25, 2012, Coronus entered into a Vacant Land Purchase
Agreement (the “Phelan South Agreement”) to
acquire a 40 acre parcel of vacant land, situated in Phelan,
an unincorporated community in the County of San Bernardino,
California. The purchase price is $350,000, all cash. Coronus
deposited $1,000 into escrow and agrees to deposit an
additional $349,000 within sufficient time to close escrow.
Initially, close of escrow was August 15, 2012, but was
extended to September 15, 2012 and further extended to March
15, 2013. Under the Phelan South Agreement, the Seller agrees
to include, and transfer to Coronus, one share of Sheep Creek
Water Co. Additionally, on closing, Coronus agrees to pay the
realtor commission of $5,000. Initially, the Phelan South
Agreement was subject to Coronus’ Board of Director
approval on or before July 31, 2012, but this approval was
extended to on or before August 31, 2012 and further extended
to on or before February 28, 2013. Additionally, Coronus is
now required to make the following, non-refundable payments
to the Seller, separate from the purchase price:
September
30, 2012 - $1,726 (paid on September 30, 2012)
October
31, 2012 - $1,784 (paid on October 31, 2012)
November
30, 2012 - $1,726 (paid on November 30, 2012)
December
31, 2012 - $1,784 (paid on December 31, 2012)
January
31, 2013 - $1,784 (paid on January 31, 2013)
February
28, 2013 - $1,611
March
15, 2013 - $863
(ii)
29-Palms Morongo Agreement
On
October 24, 2012, Coronus entered into a Vacant Land
Purchase Agreement (the “29-Palms Morongo
Agreement”). Under the 29-Palms Morongo Agreement,
Coronus agrees to acquire a 24.23 acre parcel of vacant
land, situated north of 29-Palms, in the County of San
Bernardino, California. The purchase price is $86,683, all
cash. Close of escrow was January 31, 2013. Coronus
deposited $1,000 into escrow and agrees to deposit an
additional $85,683 within sufficient time to close escrow.
Effective January 31, 2013, under the 29-Palms Morongo
Agreement, Coronus has been replaced as Purchaser with the
Company’s wholly-owned subsidiary Coronus 29-Palms
Morongo LLC. Additionally, the close of escrow has been
extended to March 31, 2013, and the 29-Palms Morongo
Agreement is now subject to Coronus 29-Palms Morongo
LLC’s board of director approval on or before March
24, 2013
(iii)
Apple Valley East Re-Site Agreement
On
December 8, 2012, Coronus entered into a Vacant Land Purchase
Agreement (the “Apple Valley East Re-Site
Agreement”). Under the Apple Valley East Re-Site
Agreement, Coronus agreed to acquire a 14.78 acre parcel of
vacant land, situated east of Apple Valley, in the County of
San Bernardino, California. The purchase price was $300,000.
Close of escrow was January 7, 2013. Coronus deposited
$100,000 into escrow. The sellers agreed to carry back the
balance amount of $200,000 for three months at 0% ($nil)
interest. The transaction closed on January 7, 2013.
(d)
Utility Interconnection Studies
(i)
SIS Study Agreements for Projects Coronus Joshua Tree East 1,
2 and 3
On
February 23, 2012, Coronus entered into three System Impact
Study Agreements (the “SIS Study Agreement for Coronus
Joshua Tree East 1”, the "SIS Study Agreement for
Coronus Joshua Tree East 2", and the “SIS Study
Agreement for Coronus Joshua Tree East 3”) with SCE.
The SIS Study Agreements relate to Coronus’ application
for interconnection service and the CREST tariff for three
1.5 MW solar PV power systems on the 56.03 acre parcel of
vacant land, situated east of Joshua Tree, in the County of
San Bernardino, California, Coronus acquired on June 30, 2011
(see Note 7).
The
SIS Agreements set forth the terms and conditions for SCE to
perform system impact studies to determine the impacts that
would result from interconnecting the three PV systems and
the adequacy of SCE’s electrical system to accommodate
them. In addition, SCE shall make a preliminary determination
of the required interconnection facilities and distribution
system upgrades, and any other modifications or additions
that would be needed. The estimated cost of each SIS study
was $10,000. The results of the SIS studies were anticipated
to be completed by September 1, 2012. On entering into the
SIS Study Agreements, Coronus paid SCE the three $10,000
deposits, for a total payment of $30,000. On October 15,
2012, Coronus received the SIS Study Agreements for Coronus
Joshua Tree East 1, 2 and 3.
(ii)
SIS Study Agreements for Projects Coronus Adelanto West 1 and
2
On
April 13, 2012, Coronus entered into two System Impact Study
Agreements (the “SIS Study Agreement for Coronus
Adelanto West 1” and the “SIS Study Agreement for
Coronus Adelanto West 2”) with SCE. The SIS Study
Agreements relate to Coronus’ application for
interconnection service and the CREST tariff for two 1.5 MW
solar PV power systems on the 40 acre parcel of vacant land,
situated in the City of Adelanto, California, Coronus
acquired on April 19, 2012 (see Note 7).
The
SIS Agreements set forth the terms and conditions for SCE to
perform system impact studies to determine the impacts that
would result from interconnecting the two PV systems and the
adequacy of SCE’s electrical system to accommodate
them. In addition, SCE shall make a preliminary determination
of the required interconnection facilities and distribution
system upgrades, and any other modifications or additions
that would be needed. The estimated cost of each SIS study
was $10,000. The results of the SIS studies were anticipated
to be completed by November 19, 2012. On entering into the
SIS Study Agreements, Coronus paid SCE the two $10,000
deposits, for a total payment of $20,000. On
December 14, 2012, Coronus received the SIS Study Agreements
for Coronus Adelanto West 1and 2.
(iii)
SIS Study Agreements for Projects Coronus Apple Valley East 1
and 2
On
May 3, 2012, Coronus entered into two System Impact Study
Agreements (the “SIS Study Agreement for Coronus Apple
Valley East 1” and the “SIS Study Agreement for
Coronus Apple Valley East 2”) with SCE. The SIS Study
Agreements relate to Coronus’ application for
interconnection service and the CREST tariff for two 1.5 MW
solar PV power systems on SCE’s Tussing 12 kV
distribution circuit, situated east of Apple Valley, in the
County of San Bernardino, California.
The
SIS Agreements set forth the terms and conditions for SCE to
perform system impact studies to determine the impacts that
would result from interconnecting the two PV systems and the
adequacy of SCE’s electrical system to accommodate
them. In addition, SCE shall make a preliminary determination
of the required interconnection facilities and distribution
system upgrades, and any other modifications or additions
that would be needed. The estimated cost of each SIS study
was $10,000. The results of the SIS studies were anticipated
to be completed within 120 business days. On entering into
the SIS Study Agreements, Coronus paid SCE the two $10,000
deposits, for a total payment of $20,000. On October 26,
2012, Coronus received the SIS Study Agreements for Coronus
Apple Valley East 1 and 2.
(iv)
SIS Study Agreements for Projects Coronus Joshua Tree East 4
and 5
On
June 25, 2012, Coronus entered into two System Impact Study
Agreements (the “SIS Study Agreement for Coronus Joshua
Tree East 4” and the “SIS Study Agreement for
Coronus Joshua Tree East 5”) with SCE. The SIS Study
Agreements relate to Coronus’ application for
interconnection service and the CREST tariff for two 1.5 MW
solar PV power systems on the 56.03 acre parcel of vacant
land, situated east of Joshua Tree, in the County of San
Bernardino, California, Coronus acquired on June 30, 2011
(see Note 7).
The
SIS Agreements set forth the terms and conditions for SCE to
perform system impact studies to determine the impacts that
would result from interconnecting the two PV systems and the
adequacy of SCE’s electrical system to accommodate
them. In addition, SCE shall make a preliminary determination
of the required interconnection facilities and distribution
system upgrades, and any other modifications or additions
that would be needed. The estimated cost of each SIS study
was $10,000. The results of the SIS studies were anticipated
to be completed within 120 business days. On entering into
the SIS Study Agreements, Coronus paid SCE the two $10,000
deposits, for a total payment of $20,000. On October 15,
2012, Coronus received the SIS Study Agreements for Coronus
Joshua Tree East 4 and 5.
(v)
SIS Study Agreement for Project Coronus Yucca Valley East
3
On
June 25, 2012, Coronus entered into a System Impact Study
Agreement (the “SIS Study Agreement for Coronus Yucca
Valley East 3”) with SCE. The SIS Study Agreement
relates to Coronus’ application for interconnection
service and the CREST tariff for a 1.5 MW solar PV power
system on the 34.07 acre parcel of vacant land, situated east
of Yucca Valley, in the County of San Bernardino, California,
Coronus acquired on August 17, 2012 (see Note 7).
The
SIS Agreement sets forth the terms and conditions for SCE to
perform a system impact study to determine the impacts that
would result from interconnecting the PV system and the
adequacy of SCE’s electrical system to accommodate it.
In addition, SCE shall make a preliminary determination of
the required interconnection facilities and distribution
system upgrades, and any other modifications or additions
that would be needed. The estimated cost of the SIS study was
$10,000. The results of the SIS study were anticipated to be
completed on December 14, 2012. On entering into the SIS
Study Agreement, Coronus paid SCE the $10,000 deposit. On
December 14, 2012, Coronus received the SIS Study Agreement
for Coronus Yucca Valley East 3.
(v)
SIS Study Agreement for Project Coronus 29-Palms North
4
On
October 11, 2012, Coronus entered into a System Impact Study
Agreement (the “SIS Agreement for 29-Palms North
4”) with SCE. The SIS Agreement relates to
Coronus’ application for interconnection service and
the CREST tariff for a 1.5 MW solar PV system on SCE’s
Sheephole 33kV distribution circuit, situated north of
Twentynine Palms, in the County of San Bernardino,
California.
The
SIS Agreement sets forth the terms and conditions for SCE to
perform a system impact study to determine the impacts that
would result from interconnecting the PV system and the
adequacy of SCE’s electrical system to accommodate it.
In addition, SCE shall make a preliminary determination of
the required interconnection facilities and distribution
system upgrades, and any other modifications or additions
that would be needed. The estimated cost of the study is
$10,000. The results of the study are anticipated to be
completed within 120 business days. On entering into the SIS
Agreement, Coronus paid SCE the $10,000 deposit.
(vi)
FAS Study Agreements for Projects Coronus Apple Valley East 1
and 2
On
December 18, 2012, Coronus entered into two Facilities Study
Agreements (the “FAS Agreements for Apple Valley East 1
and 2”) with SCE. The FAS Agreements relate to
Coronus’ application for interconnection service and
the CREST tariff for two 1.5 MW solar PV systems on
SCE’s Tussing 12 kV distribution circuit, situated east
of Apple Valley, in the County of San Bernardino,
California.
The
FAS Agreements set forth the terms and conditions for SCE to
perform a facilities study to determine the impacts that
would result from interconnecting the two PV systems and the
adequacy of SCE’s electrical system to accommodate
them. In addition, SCE shall make a refined determination of
the required interconnection facilities and distribution
system upgrades, and any other modifications or additions
that would be needed, to accommodate the two PV systems. The
estimated cost of each study is $15,000. On entering into the
FAS Agreements, Coronus paid SCE $30,000 in deposits.
(e)
Interconnection Financial Security Postings
(i)
Initial Posting of Interconnection Financial Security for
Project Coronus 29-Palms North 1
On
December 3, 2012, pursuant to the SCE interconnection request
for solar PV project Coronus 29-Palms North 1, Coronus posted
with SCE the initial interconnection financial security, in
the amount of $29,500. This amount was determined by the
results of the Combined System Impact and Facility Study
Agreement Coronus entered into with SCE on June 16,
2011.
(ii)
Initial Posting of Interconnection Financial Security for
Projects Coronus 29-Palms North 2 and 3
On
December 26, 2012, pursuant to the Southern California Edison
(“SCE”) interconnection requests for solar PV
projects Coronus 29-Palms North 2 and 3, Coronus posted with
SCE the initial interconnection financial securities, in the
amounts of $373,300 and $208,900, respectively. The posting
amount for the Coronus 29-Palms North 2 project was
determined by the results of the Combined System Impact and
Facility Study Coronus entered into with SCE on June 16,
2011. The posting amount for the Coronus 29-Palms North 3
project was determined by the results of the System Impact
Study Coronus entered into with SCE on February 29,
2012.
(iii)
Initial Posting of Interconnection Financial Security for
Projects Coronus Apple Valley East 1 and 2
On
December 27, 2012, pursuant to the SCE interconnection
requests for solar PV projects Apple Valley East 1 and 2,
Coronus posted with SCE the initial interconnection financial
securities, in the amounts of $270,900 and $32,900,
respectively. The posting amounts for the Apple Valley East 1
and 2 projects were determined by the results of the System
Impact Studies Coronus entered into with SCE on May 3,
2012.
(f)
Power Purchase Agreements
(i)
Power Purchase Agreements for Projects Coronus Yucca Valley
East 1 and 2
On
August 30, 2012 (the “Yucca Valley East PPAs Effective
Date”), Coronus’ wholly-owned subsidiaries,
Coronus Yucca Valley East 1 LLC and Coronus Yucca Valley East
2 LLC, entered into two identical Power Purchase Agreements
(the “Yucca Valley East PPAs”) with SCE. The
Yucca Valley East PPAs relate to Coronus’ applications
for interconnection service and the CREST tariff for two 1.5
MW solar PV power systems (the “Yucca Valley East 1 and
Yucca Valley East 2 Projects”) on the 34.07 acre parcel
of vacant land, situated east of Yucca Valley, in the County
of San Bernardino, California (the “Yucca Valley East
Property”), Coronus acquired on August 17, 2012.
The
Yucca Valley East PPAs are standardized, must-take, full buy/
sell, power purchase agreements, where SCE purchases all of
the Yucca Valley East 1 and Yucca Valley East 2
Projects’ generation, net of station use. The term of
the Yucca Valley East PPAs is 20 years. The price SCE pays
for the generation shall be premised on the adopted 2011
Market Price Referent, and shall be adjusted according to
SCE’s time of delivery periods and energy allocation
factors, as scheduled in the Yucca Valley East PPAs. Initial
operation of the Yucca Valley East 1 and Yucca Valley East 2
Projects must be no later than eighteen months from the Yucca
Valley East PPAs Effective Date. The Yucca Valley East PPAs
include, but are not limited to, provisions in respect of
termination, facility operation, billing and payment,
curtailment, and insurance. Additionally, on or before the
thirtieth day following the Yucca Valley East PPAs Effective
Date, Coronus was required to post and maintain development
fees (the “Yucca Valley East Development
Securities”) equal to $37,604 per Yucca Valley East
PPA. If, on or before initial operation, Coronus demonstrates
to SCE's satisfaction that it has installed all of the
equipment or devices necessary for Coronus to satisfy the
gross power rating of the generating facilities, SCE shall
return the Yucca Valley East Development Securities to
Coronus within thirty days of each facility’s initial
operation. The power purchase agreement development
securities for Yucca Valley East 1 and 2 of $37,604 and
$37,604 were paid on September 27, 2012, respectively.
(ii)
Power Purchase Agreements for Projects Coronus 29-Palms North
1, 2 and 3
On
August 30, 2012 (the “29-Palms North PPAs Effective
Date”), Coronus’ wholly-owned subsidiaries,
Coronus 29-Palms North 1 LLC, Coronus 29-Palms North 2 LLC,
and Coronus 29-Palms North 3 LLC, entered into three
identical Power Purchase Agreements (the “29-Palms
North PPAs”) with SCE. The 29-Palms North PPAs relate
to Coronus’ applications for interconnection service
and the CREST tariff for three 1.5 MW solar PV power systems
(the “29-Palms North 1, 29-Palms North 2, and 29-Palms
North 3 Projects”) in respect of the 12kV distribution
circuit that feeds the 39.25 acre parcel of vacant land,
situated north of Twentynine Palms, in the County of San
Bernardino, California (the “29-Palms North
Property”), Coronus acquired on May 16, 2011.
The
29-Palms North PPAs are standardized, must-take, full buy/
sell, power purchase agreements, where SCE purchases all of
the 29-Palms North 1, 29-Palms North 2, and 29-Palms North 3
Projects’ generation, net of station use. The term of
the 29-Palms North PPAs is 20 years. The price SCE pays for
the generation shall be premised on the adopted 2011 Market
Price Referent, and shall be adjusted according to
SCE’s time of delivery periods and energy allocation
factors, as scheduled in the 29-Palms North PPAs. Initial
operation of the 29-Palms North 1, 29-Palms North 2, and
29-Palms North 3 Projects must be no later than eighteen
months from the 29-Palms North PPAs Effective Date. The
29-Palms North PPAs include, but are not limited to,
provisions in respect of termination, facility operation,
billing and payment, curtailment, and insurance.
Additionally, on or before the thirtieth day following the
29-Palms North PPAs Effective Date, Coronus was required to
post and maintain development fees (the “29-Palms North
Development Securities”) equal to $38,250 per 29-Palms
North PPA. If, on or before initial operation, Coronus
demonstrates to SCE's satisfaction that it has installed all
of the equipment or devices necessary for Coronus to satisfy
the gross power rating of the generating facilities, SCE
shall return the 29-Palms North Development Securities to
Coronus within thirty days of each facility’s initial
operation. The power purchase agreement development
securities for 29-Palms North 1, 2 and 3 of $38,250, $38,250
and $38,250 were paid on September 27, 2012,
respectively.
(iii)
Power Purchase Agreements for Projects Coronus Joshua Tree
East 1, 2, 3, 4 and 5
On
December 7, 2012 (the “Joshua Tree East PPAs Effective
Date”), Coronus’ wholly-owned subsidiaries,
Coronus Joshua Tree East 1 LLC, Coronus Joshua Tree East 2
LLC, Coronus Joshua Tree East 3 LLC, Coronus Joshua Tree East
4 LLC, and Coronus Joshua Tree East 5 LLC, entered into five
identical Power Purchase Agreements (the “Joshua Tree
East PPAs”) with SCE. The Joshua Tree East PPAs relate
to Coronus’ applications for interconnection service
and the CREST tariff for five 1.5 MW solar PV power systems
(the “Joshua Tree East 1, Joshua Tree East 2, Joshua
Tree East 3, Joshua Tree East 4, and Joshua Tree East 5
Projects”) on the 56.03 acre parcel of vacant land,
situated east of Joshua Tree, in the County of San
Bernardino, California (the “Joshua Tree East
Property”), Coronus acquired on June 30, 2011.
The
Joshua Tree East PPAs are standardized, must-take, full buy/
sell, power purchase agreements, where SCE purchases all of
the Joshua Tree East 1, Joshua Tree East 2, Joshua Tree East
3, Joshua Tree East 4, and Joshua Tree East 5 Projects’
generation, net of station use. The term of the Joshua Tree
East PPAs is 20 years. The price SCE pays for the generation
shall be premised on the adopted 2011 Market Price Referent,
and shall be adjusted according to SCE’s time of
delivery periods and energy allocation factors, as scheduled
in the Joshua Tree East PPAs. Initial operation of the Joshua
Tree East 1, Joshua Tree East 2, Joshua Tree East 3, Joshua
Tree East 4, and Joshua Tree East 5 Projects must be no later
than eighteen months from the Joshua Tree East PPAs Effective
Date. The Joshua Tree East PPAs include, but are not limited
to, provisions in respect of termination, facility operation,
billing and payment, curtailment, and insurance.
Additionally, on or before the thirtieth day following the
Joshua Tree East PPAs Effective Date, Coronus was required to
post and maintain development fees (the “Joshua Tree
East PPAs Development Securities”) equal to $36,736 per
Joshua Tree East PPA. If, on or before initial operation,
Coronus demonstrates to SCE's satisfaction that it has
installed all of the equipment or devices necessary for
Coronus to satisfy the gross power rating of the generating
facilities, SCE shall return the Joshua Tree East PPAs
Development Securities to Coronus within thirty days of each
facility’s initial operation. On January 4, 2013,
Coronus paid the Joshua Tree East PPAs Development
Securities.
(iv)
Power Purchase Agreements for Projects Coronus Apple Valley
East 1 and 2
On
December 7, 2012 (the “Apple Valley East PPAs Effective
Date”), Coronus’ wholly-owned subsidiaries,
Coronus Apple Valley East 1 LLC and Coronus Apple Valley East
2 LLC, entered into two identical Power Purchase Agreements
(the “Apple Valley East PPAs”) with SCE. The
Apple Valley East PPAs relate to Coronus’ applications
for interconnection service and the CREST tariff for two 1.5
MW solar PV power systems (the “Apple Valley East 1 and
Apple Valley East 2 Projects”) on SCE’s Tussing
12 kV distribution circuit, situated east of Apple Valley, in
the County of San Bernardino, California.
The
Apple Valley East PPAs are standardized, must-take, full buy/
sell, power purchase agreements, where SCE purchases all of
the Apple Valley East 1 and Apple Valley East 2
Projects’ generation, net of station use. The term of
the Apple Valley East PPAs is 20 years. The price SCE pays
for the generation shall be premised on the adopted 2011
Market Price Referent, and shall be adjusted according to
SCE’s time of delivery periods and energy allocation
factors, as scheduled in the Apple Valley East PPAs. Initial
operation of the Apple Valley East 1 and Apple Valley East 2
Projects must be no later than eighteen months from the Apple
Valley East PPAs
Effective
Date. The Apple Valley East PPAs include, but are not limited
to, provisions in respect of termination, facility operation,
billing and payment, curtailment, and insurance.
Additionally, on or before the thirtieth day following the
Apple Valley East PPAs Effective Date, Coronus was required
to post and maintain development fees (the “Apple
Valley East PPAs Development Securities”) equal to
$38,850 per Apple Valley East PPA. If, on or before initial
operation, Coronus demonstrates to SCE's satisfaction that it
has installed all of the equipment or devices necessary for
Coronus to satisfy the gross power rating of the generating
facilities, SCE shall return the Apple Valley East PPAs
Development Securities to Coronus within thirty days of each
facility’s initial operation. On January 4, 2013,
Coronus paid the Apple Valley East PPAs Development
Securities.
(g)
Industry Solar PV Asset Sale Agreement
On
October 24, 2012, Coronus entered into a Solar Photovoltaic
Asset Sale Agreement (the “Industry Solar PV Asset Sale
Agreement”) with Solar Krafte Utilities Inc.
(“Solar Krafte”). Solar Krafte holds a contract
to purchase Industry Solar Power Generation Station 1 LLC
(“Industry”). Under the Industry Solar PV Asset
Sale Agreement, Coronus agreed to purchase Industry from
Solar Krafte for $1,250,000 (the “Cash Price”).
Industry is a party to a Power Purchase Agreement (the
“Industry PPA”) with SCE, under the CREST tariff,
for a 1.5 MW concentrated photovoltaic power system (the
“Industry System”). Completion of the Industry
Solar PV Asset Sale Agreement is contingent on SCE approving
1) a design change to the Industry System, 2) the invocation
of Section 2.9(c) of the Industry PPA, extending the initial
operation deadline of the generating facility, and 3) the
relocation of the generating facility to Coronus’
Adelanto West Parcel. Each party has the right to terminate
the Industry Solar PV Asset Sale Agreement effective upon
notice to the other party if SCE fails to approve, within 90
days from October 24, 2012, 1) the design change to the
Industry System, 2) the invocation of Section 2.9(c) of the
Industry PPA, or 3) the relocation of the generating facility
to Coronus’ Adelanto West Parcel. As
of February 14, 2013, neither party has exercised its right
to terminate the Industry Solar PV Asset Sale
Agreement.
On entering into the Industry Solar PV Asset Sale Agreement, Coronus deposited $40,000 with Solar Krafte, refundable to Coronus if SCE refuses to approve 1) the design change to the Industry System, 2) the invocation of Section 2.9(c) of the Industry PPA, or 3) the relocation of the generating facility to Coronus’ Adelanto West Parcel. Under the Industry Solar PV Asset Sale Agreement, Solar Krafte covenanted, represented and warranted to Coronus that (a) Industry was, and will be, a party in good standing to the Industry PPA, as at the date of the Industry Solar PV Asset Sale Agreement and the closing date, and (b) but for the obligations of Industry, pursuant to the Industry PPA, Industry had, and will have, no obligations as at the date of the Industry Solar PV Asset Sale Agreement and the closing date.
The
Industry PPA is a standardized, must-take, full buy/ sell,
power purchase agreement, where SCE purchases all of the
generating facility’s generation, net of station use.
The term of the Industry PPA is 20 years. The price SCE pays
for the generation shall be premised on the adopted 2009
Market Price Referent, and shall be adjusted according to
SCE’s time of delivery periods and energy allocation
factors, as scheduled in the Industry PPA. Without the
invocation of Section 2.9(c) of the Industry PPA, extending
the initial operation deadline of the generating facility,
initial operation of the generating facility must be no later
than June 28, 2013. The Industry PPA includes, but is not
limited to, provisions in respect of termination, facility
operation, billing and payment, curtailment, and
insurance.
Jeff
Thachuk, the Company’s president and a control person
of the Company, is the chairman, chief executive officer, and
a control person of Solar Krafte. Mark Burgert, a control
person of the Company, is the president and a control person
of Solar Krafte. On October 24, 2012, the Company’s
board of directors approved Coronus’ entry into the
Industry Solar PV Asset Sale Agreement. As a director of the
Company, Mr. Thachuk declared his interest in the transaction
and abstained from voting on the approval of the Industry
Solar PV Asset Sale Agreement.
(h)
Biological Habitat & Cultural Assessments
On
November 24, 2012, Coronus entered into a Biological Habitat
Assessment Agreement (the “Bio Assessment
Agreement”) with Phoenix Biological Consulting, LLC
(“Phoenix”), where Phoenix was to conduct field
work and prepare biological habitat assessment technical
reports (the “Scope of Services”) for Coronus
projects Adelanto West, Apple Valley East, Phelan South,
Yucca Valley East, Joshua Tree East, 29-Palms North, and
29-Palms Morongo, for submittal to the city and/or county
planning department to satisfy the initial biological studies
component of the California Environmental Quality Act. The
estimated cost for performing the Scope of Services was
$32,500. Coronus paid $16,250 on entering into the Bio
Assessment Agreement. The balance was due within thirty
business days after receipt of the technical reports. Coronus
received the technical reports on January 17, 2013.
On
November 24, 2012, Coronus entered into a Cultural Resources
Assessment Agreement (the “Cultural Assessment
Agreement”) with Phoenix, where Phoenix was to perform
cultural records searches, conduct field work, and prepare
cultural resources assessment technical reports (the
“Scope of Services”) for Coronus projects
Adelanto West, Apple Valley East, Phelan South, Yucca Valley
East, Joshua Tree East, 29-Palms North, and 29-Palms Morongo,
for submittal to the city and/or county planning department
to satisfy the initial cultural studies component of the
California Environmental Quality Act. The estimated cost for
performing the Scope of Services was $24,900. Coronus paid
$12,450 on entering into the Cultural Assessment Agreement.
The balance was due within thirty business days after receipt
of the technical reports. Coronus received the technical
reports on January 17, 2013.
(i)
Aegis Solar PV Asset Sale Agreement
On
December 27, 2012, the Company entered into a sale agreement
for utility-scale, ground-mount, solar PV power systems (the
“Aegis Solar Power System Sales Agreement”) with
Sycamore Physicians Partners LLC and Aegis Energy Partners
LLC (collectively, the “Buyer”). Under the Aegis
Solar Power System Sales Agreement, the Company agreed to
sell to the Buyer 2.7 MW_ac of turnkey, utility-scale,
ground-mount, solar PV power systems (the “Solar PV
Systems”), engineered, procured and constructed by
Belectric, Inc. (“Belectric”), at a contract
price of $2.15 per W_dc, inclusive of taxes. Assuming a dc/ac
ratio of 1.25, the contract price would be $7,256,250.
The Aegis Solar Power System Sales Agreement was subject to
Belectric approval. On Belectric approval, the Buyer was
to pay the Company $50,000.
Under
the Aegis Solar Power System Sales Agreement, the Buyer was
to provide the site for the Solar PV Systems, pay for the
utility interconnection and land use permit procurement
costs, and obtain the land use permit. Additionally, the
Buyer was to provide Belectric with satisfactory
proof of secured financing, prior to the commencement of
construction of the Solar PV Systems. Under the Aegis Solar
Power System Sales Agreement, Belectric was to provide all
services necessary for delivery to the Buyer of turnkey,
operation ready, Solar PV Systems. Belectric was to design
the Solar PV Systems to optimize revenue, with emphasis
placed on the utility’s time of delivery periods and
factors. Additionally, Belectric was to be
responsible for managing the operation of the Solar PV
Systems, for a period of five years, and would receive, for
the operating and maintenance services to be provided,
remuneration in the amount of $22.50 per kW_dc per year,
inclusive of a standard escalation of 2% per year, after year
one.
On
February 10, 2013, the Company terminated the Aegis Solar
Power System Sales Agreement with the Buyer. The Company
failed to obtain the Belectric approval, as required.
(j)
Earthlight Consultancy
On
December 26, 2012, effective January 1, 2013, Coronus
agreed to engage Earthlight Solar Inc.
(“Earthlight”) as a consultant, with Earthlight
providing Coronus with advisory and consulting services
(the “Services”) in respect of Coronus’
solar photovoltaic business. Under the engagement, Coronus
is to pay Earthlight $8,000 per month (the
“Fee”) for the Services, with the Fee due and
payable at the end of each month. Mark Burgert, a control
person of the Company, is the president and a control
person (sole owner) of Earthlight.
|
Note 14 - Convertible Promissory Notes (Detail) - Discount on Issuance Convertible Promissory Notes
|
Mar. 31, 2013
USD ($)
|
Feb. 28, 2013
USD ($)
|
Dec. 31, 2012
USD ($)
|
Sep. 30, 2012
USD ($)
|
Sep. 30, 2012
CAD
|
Jun. 30, 2012
USD ($)
|
Mar. 31, 2012
USD ($)
|
Jun. 30, 2011
USD ($)
|
Mar. 31, 2011
USD ($)
|
---|---|---|---|---|---|---|---|---|---|
Face value | $ 200,000 | $ 136,000 | 40,000 | $ 235,000 | $ 100,090 | $ 32,000 | $ 37,000 | ||
Effective interest (137%) | 863 | 1,611 | 17,991 | (84,892) | |||||
$ 15,198 |
Note 9 - Intangible Assets (Detail) - Intangible Assets (USD $)
|
3 Months Ended | 12 Months Ended |
---|---|---|
Dec. 31, 2012
|
Mar. 31, 2012
|
|
Business plan | $ 21,500 | $ 21,500 |
Note 6 - Earnings (Loss) per Share (Detail) - Weighted average number of common shares calculations for basic and diluted earnings (loss) per shar
|
3 Months Ended | 9 Months Ended | |||
---|---|---|---|---|---|
Dec. 31, 2012
|
Dec. 31, 2011
|
Dec. 31, 2012
|
Dec. 31, 2011
|
Mar. 31, 2011
|
|
Issued common share at beginning of period | 17,219,486 | 27,079,086 | 17,219,486 | 27,079,086 | 27,096,086 |
Issued during the period | 12,750 | 304,629 | |||
Cancelled during the period | (4,992,172) | ||||
Weighted average number of common | |||||
per share calculation | 17,219,486 | 27,091,836 | 22,103,914 | 27,033,715 | |
Effect of share options on issue | 691,900 | ||||
Effect of share warrants on issue | 133,416 | ||||
diluted earnings (loss) per share calculation | 17,219,486 | 27,091,836 | 22,929,230 | 27,033,715 |
Note 16 - Stockholders' Equity (Detail)
|
3 Months Ended | 4 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | 121 Months Ended | 133 Months Ended | 3 Months Ended | |||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Dec. 31, 2012
USD ($)
|
Jun. 30, 2012
USD ($)
|
Dec. 31, 2011
USD ($)
|
Mar. 31, 2011
USD ($)
|
Mar. 31, 2002
USD ($)
|
Sep. 30, 2012
USD ($)
|
Sep. 30, 2012
CAD
|
Dec. 31, 2012
USD ($)
|
Dec. 31, 2011
USD ($)
|
Mar. 31, 2012
CAD
|
Mar. 31, 2011
CAD
|
Mar. 31, 2010
USD ($)
|
Mar. 31, 2008
USD ($)
|
Mar. 31, 2007
USD ($)
|
Mar. 31, 2006
USD ($)
|
Mar. 31, 2005
USD ($)
|
Mar. 31, 2004
USD ($)
|
Mar. 31, 2003
USD ($)
|
Dec. 31, 2011
USD ($)
|
Dec. 31, 2012
USD ($)
|
Mar. 31, 2012
USD ($)
|
Feb. 29, 2012
USD ($)
|
Oct. 31, 2011
USD ($)
|
May 31, 2011
USD ($)
|
Dec. 31, 2001
USD ($)
|
Dec. 31, 2001
Shares Issued
|
Dec. 31, 2001
Price Paid per Share
USD ($)
|
|
Stock Issued During Period, Shares, Issued for Cash (in Shares) | 212,500 | 1,000,000 | 1,910,000 | 500,006 | 500,004 | 6,750,000 | |||||||||||||||||||||
Sale of Stock, Price Per Share (in Dollars per share and Dollars per share) | $ 1.05 | 0.60 | 0.402 | $ 0.025 | $ 0.0485 | $ 0.044 | $ 0.042 | $ 0.0835 | $ 0.0725 | $ 0.0002 | |||||||||||||||||
Stock Issued During Period, Shares, Other (in Shares) | 6,750,000 | ||||||||||||||||||||||||||
Additional Paid in Capital, Common Stock | 100,000 | $ 12,916 | $ 352,337 | ||||||||||||||||||||||||
Issued During Period, Unit, Issued for Cash (in Shares) | 350,000 | 350,000 | 350,000 | 1,200,000 | 235,294 | ||||||||||||||||||||||
Sale of Unit, Price per Unit | 0.60 | 0.039 | 0.055 | ||||||||||||||||||||||||
Capital Paid | 210,000 | 210,000 | 85,000 | 2,548 | 43,948 | 12,578 | 47,054 | 41,644 | 36,326 | ||||||||||||||||||
Stock Issued During Period, Shares, Conversion of Warrants | 0.042 | 235,294 | |||||||||||||||||||||||||
Exercise Price of Warrant | 0.75 | 0.039 | 0.055 | 0.75 | |||||||||||||||||||||||
Issuance of Stock and Warrants for Services or Claims | 3,931 | 2,548 | 16,586 | 1,851 | 1,615 | 26,301 | |||||||||||||||||||||
Stock Issued During Period, Shares, Acquisitions (in Shares) | 10,974,000 | 9,876,600 | 9,876,600 | 4,025,000 | |||||||||||||||||||||||
Fees and Commissions, Other (in Dollars) | 7,500 | ||||||||||||||||||||||||||
Professional Fees (in Dollars) | 14,161 | 5,000 | 13,898 | 63,629 | 54,763 | 6,807 | 413,028 | ||||||||||||||||||||
Purchase of Solar Power System | 76,818,000 | ||||||||||||||||||||||||||
Shareholders Equity and Construction in Progress | 6,584,400 | ||||||||||||||||||||||||||
Value of the Underlying Warrant | 93,652 | 56,966 | 4,501 | 90,628 | |||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Exercise Price (in Dollars per share) | $ 0.065 | $ 0.60 | $ 0.065 | $ 0.065 | $ 0.065 | ||||||||||||||||||||||
Restricted Shares Outstanding | 10,226,900 | 10,226,900 | 10,226,900 | 20,103,500 | |||||||||||||||||||||||
Promissory Note Issued During Period (in Dollars) | 50,000 | ||||||||||||||||||||||||||
Warrants Issued During Period, Warrants (in Shares) | 83,333 | 83,333 | |||||||||||||||||||||||||
Convertible Price Per Share (in Dollars) | 0.60 | ||||||||||||||||||||||||||
Warrants and Rights Outstanding | $ 533,666 | $ 533,666 | $ 533,666 |
Note 20 - Subsequent Events (Detail) (USD $)
|
3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | 21 Months Ended | 121 Months Ended | ||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|
Mar. 31, 2013
acre
|
Dec. 31, 2012
acre
sqyd
|
Mar. 31, 2012
acre
|
Jun. 30, 2011
acre
|
Mar. 31, 2011
|
Mar. 31, 2011
|
Dec. 31, 2012
acre
|
Jun. 30, 2012
acre
|
Sep. 30, 2012
sqyd
acre
|
Dec. 31, 2011
|
Dec. 31, 2011
|
Sep. 30, 2011
acre
|
|
Adelanto West Parcel of Land (in Acres) | 40 | 40 | 40 | 40 | ||||||||
Construction and Development Costs | $ 37,604 | |||||||||||
Yucca Valley East Parcel of Land (in Acres) | 34.07 | 34.07 | 34.07 | |||||||||
Interconnection Financial Security Posting | 14,750 | 29,500 | 41,200 | 29,500 | ||||||||
Joshua Tree East Parcel of Land (in Acres) | 56.03 | 56.03 | 56.03 | 56.03 | 56.03 | 56.03 | ||||||
Joshua Tree East 1 Facilities Study Agreement | 15,000 | |||||||||||
29-Palms Morongo Parcel of Land (in Acres) | 24.23 | 24.23 | 24.23 | |||||||||
86,683 | 400,000 | 40,000 | 45,000 | 32,000 | 643,259 | 400,000 | 170,000 | 38,301 | 775,849 | |||
1,000 | 1,000 | 1,000 | 1,000 | |||||||||
Property Plant and Equipment, Land Acquisition Addition, Payable | $ 85,683 | $ 85,683 | $ 85,683 | $ 349,000 | ||||||||
Apple Valley East Re-Site Parcel of Land (in Acres) | 8.91 | 14.78 | 14.78 |
Note 12 - Notes Payable (Detail) - Notes Payable (USD $)
|
Dec. 31, 2012
|
Mar. 31, 2012
|
---|---|---|
29-Palms North | $ 32,084 | |
Joshua Tree East | 170,000 | 170,000 |
Adelanto West | 235,534 | |
Yucca Valley East | 136,380 | |
541,914 | 202,084 | |
Current | ||
Newberry Springs | 37,100 | 37,100 |
29-Palms North | 32,084 | |
69,184 | 37,100 | |
Total | $ 611,098 | $ 239,184 |
Note 3 - Summary of Significant Accounting Policies
|
3 Months Ended |
---|---|
Dec. 31, 2012
|
|
Significant Accounting Policies [Text Block] |
Note
3 – Summary of Significant Accounting Policies
The
accompanying unaudited consolidated interim financial
statements have been prepared in accordance with the
instruction from Form 10-Q pursuant to the rules and
regulations of the Securities and Exchange Commission and,
therefore, do not include all information and notes normally
provided in the audited financial statements and should be
read in conjunction with the Company’s audited
consolidated financial statements for fiscal year ended March
31, 2012 filed with the United States Securities and Exchange
Commission. The result of operations for the interim periods
presented is not necessarily indicative of the results to be
expected for the full year.
The
accompanying unaudited consolidated interim balance sheets,
statements of operations and comprehensive income (loss),
stockholders’ equity and cash flows reflected all
adjustments, consisting of normal recurring adjustments, that
are, in the opinion of management, necessary for a fair
presentation of the financial position of the Company, at
December 31, 2012, and the results of operations and cash
flows for the nine months ended December 31, 2012, and for
the period from December 3, 2001 (Date of Commencement) to
December 31, 2012.
|