HomeMy WebLinkAboutAgenda Report - August 2, 2017 C-12TM
CITY OF LODI
COUNCIL COMMUNICATION
AGENDA ITEM
C42
AGENDA TITLE: Adopt Resolution Authorizing City Manager to Execute Amendment No. 1 to
Astoria 2 Solar Project Power Purchase Agreement
MEETING DATE: August 2, 2017
PREPARED BY: Electric Utility Director
RECOMMENDED ACTION:
Adopt a resolution authorizing the City Manager to execute
Amendment No. 1 to the Astoria 2 Solar Project Power Purchase
Agreement.
BACKGROUND INFORMATION: On June 18, 2014, the Lodi City Council approved a Power
Purchase Agreement (PPA) between the Southern California Public
Power Authority (SCPPA), the cities of Lodi, Corona, Moreno
Valley, and Rancho Cucamonga, the Power and Water Resources Pooling Authority (collectively referred
to as "Buyers"), and Recurrent Energy (dba Astoria 2, LLC) for 75 megawatts (MW) of solar energy and
capacity associated with the Astoria 2 Solar Project (Project) in Kern County. Lodi's share of the Project
output is 10 MW.
On November 18, 2015, the Lodi City Council approved the Consent and Agreement to the PPA to ratify
certain revisions requested by Recurrent to meet the requirements of their tax equity investor and to
secure financing from their lender for the Project.
On December 9, 2016, the Project reached commercial operation and became the first utility -scale solar
project to be included in Lodi's power resource portfolio.
Pursuant to the PPA, Recurrent Energy is required to act as Scheduling Coordinator (SC) for the Project
or contract with a third party supplier for such services. Recurrent has contracted with a third party
supplier for SC services for the Project. As SC, Recurrent's contractor is responsible for scheduling and
dispatching the Project output within the California Independent System Operator's (CAISO) markets,
and is responsible for all resulting CAISO settlement activities.
To provide more flexibility and control of the scheduling and dispatch decisions made for the Project, the
Buyers have determined it would be more efficient if the Buyers assumed the SC responsibilities. As
such, the Buyers, in coordination with Recurrent, have worked to develop Amendment No. 1 to the
Astoria 2 Solar Project Power Purchase Agreement that will enable the Buyers to assume the SC
responsibilities for Project. The Buyers have also elected to employ the services of a qualified third party
to act as SC for the Project, but through such arrangement the Buyers will assume direct control of how
the Project is scheduled and bid into the CAISO markets. Through the process of directly controlling the
Project bidding, the Buyers will be able to better manage the risks of the Project and may have an
opportunity to improve the value of the Project for the benefit of the Buyers.
APPROVED:
Step en Sc ` .. - ba • r, City Manager
Adopt Resolution Authorizing City Manager to Execute Amendment No. 1 to Astoria 2 Solar Project Power Purchase Agreement
August 2, 2017
Page 2 of 2
Pursuant to the Northern California Power Agency (NCPA) Single Member Services Agreement for
Advisory Services, executed on June 15, 2016, NCPA will continue to act on behalf of Lodi as its agent
for the Project.
FISCAL IMPACT:
The Buyers' costs for providing SC services to the Project will be offset by
payments received from Recurrent; therefore, costs associated with
Amendment No. 1 to the Astoria 2 Solar Project PPA are expected to be
minimal, if any.
FUNDING AVAILABLE: Not applicable.
Andrew Keys
Deputy City Manager/Internal Services Director
Eli eth A. irkley
Electric Utility Director
PREPARED BY: Jiayo Chiang, EU Resources Analyst
EAK/JC/Ist
AMENDMENT NO. 1
TO
POWER PURCHASE AGREEMENT
THIS AMENDMENT NO. 1 TO POWER PURCHASE AGREEMENT, dated as of this day
of June 2017 (this "Amendment"), is being entered into by and among the SOUTHERN CALIFORNIA
PUBLIC POWER AUTHORITY, a joint powers agency and a public entity organized under the laws of
the State of California and created under the provisions of the Act and the Joint Powers Agreement (each
as defined below) ("SCPPA"), the POWER AND WATER RESOURCES POOLING AUTHORITY, a
joint powers authority and a public entity organized under the laws of the State of California and created
under the provisions of the Act ("PWRPA"), the CITY OF LODI, a California municipal corporation
organized and existing under the laws of the State of California ("Lodi"), the CITY OF CORONA, a
California municipal corporation organized and existing under the laws of the State of California
("Corona"), the CITY OF MORENO VALLEY, a California municipal corporation organized and
existing under the laws of the State of California ("Moreno Valley"), the CITY OF RANCHO
CUCAMONGA, a California municipal corporation organized and existing under the laws of the State of
California ("Rancho Cucamonga") and RE ASTORIA 2 LLC, a limited liability company organized and
existing under the laws of the State of Delaware ("Seller"). SCPPA, PWRPA, Lodi, Corona, Moreno
Valley and Rancho Cucamonga are each referred to herein as a "Buyer," and together as "Buyers." Each
Buyer and Seller is referred to individually in this Amendment as a "Party" and together as the "Parties."
Capitalized terms used but not defined herein shall have the meanings set forth in the original Power
Purchase Agreement by and among the Parties, dated as of July 23, 2014 (the "Agreement" as amended
by that certain Consent and Agreement dated as of November 30, 2015).
RECITAL
WHEREAS, the Parties wish to amend the provision of the Agreement with respect to the matters
set forth in this Amendment.
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing Recitals, which are incorporated herein, the
mutual covenants and agreements herein set forth, and other good and valuable consideration, the
sufficiency of which is hereby acknowledged, the Parties agree as follows:
ARTICLE I
AMENDMENTS
Section 1.1 Scheduling Coordinator and Related Provisions.
A. The following terms shall be added to Section 1.1 of the Agreement in the appropriate
alphabetical order:
"APX MSA" means that certain APX Master Services Agreement by and between Seller
and APX, Inc. dated August 15, 2016, as supplemented by that certain related Service
Order A-1 by and between Seller and APX, Inc. dated August 27, 2016.
Page 1
"CAISO Settlement Statement" means any one or more of the following statements
provided by CAISO, as applicable: Initial Settlement Statement T+3B, Recalculation
Settlement Statement T+12B, Recalculation Settlement Statement T+55B, Recalculation
Settlement Statement T+9M, Recalculation Settlement Statement T+18M, Recalculation
Settlement Statement T+35M, Recalculation Settlement Statement T+36M, Unscheduled
Reissue Recalculation Settlement Statement, or any other Recalculation Settlement
Statement authorized by the CAISO Governing Board.
"Commencement Date" means September 1, 2017.
"Scheduling Coordinator Performance Fee" means an amount equal to the lesser of (a)
Forty -Four Thousand Seven Hundred Dollars ($44,700) per twelve-month period starting
as of the Commencement Date, escalating at a rate equal to Two and One -Half Percent
(2.5%) for each subsequent twelve-month period, and (b) the actual costs incurred by
Buyers in connection with the performance of Scheduling and related services (including,
but not limited to, ISO settlements) pursuant to a third party contract with a scheduling
coordinator, if applicable. For the avoidance of doubt, if Buyers are Scheduling without
the use of a third party contract with a scheduling coordinator, then the Scheduling
Coordinator Performance Fee shall be the amount set forth in (a) above.
"Settlement Period" has the meaning set forth in the CAISO Tariff.
"Settlement Timeframe" means the Settlement Interval or Settlement Period, as
applicable based on whether the settlement occurred in the real-time or day -ahead market.
B. The term "Authorized Auditors" in Section 1.1 of the Agreement shall be amended and
restated as follows:
"Authorized Auditors" means, as applicable (a) with respect to any Buyer, representatives
of such Buyer or such Buyer's Authorized Representative who are authorized to conduct
audits on behalf of such Buyer, and (b) with respect to Seller, representatives of Seller who
are authorized to conduct audits on behalf of Seller pursuant to Section 11.5(b).
C. The term "CAISO Settlement Price" in Section 1.1 of the Agreement shall be amended
and restated as follows:
"CAISO Settlement Price" means the Locational Marginal Price at the Point of Delivery
for the applicable Settlement Timeframe, or, in the case of Replacement Product delivered
to another CAISO node in accordance with Section 9.2, the LMP at such CAISO node for
such deliveries of Replacement Product. For the avoidance of doubt, it is intended that the
CAISO Settlement Price for any settlement will be based on the market price at which such
settlement occurred. For example, for any settlement occurring in the Integrated Forward
Market (as defined by CAISO), the CAISO Settlement Price would be the LMP in the
Integrated Forward Market (as defined by CAISO) and for any settlement occurring in the
Fifteen Minute Market (as defined by CAISO), the CAISO Settlement Price would be the
LMP in the Fifteen Minute Market (as defined by CAISO).
Page 2
D. The terms "Schedule" or "Scheduling" in Section 1.1 of the Agreement shall be amended
and restated as follows:
"Schedule" or "Scheduling" means the actions of Buyers, including each Scheduler, their
Authorized Representatives or designees of notifying, requesting and confirming to the
CAISO the amounts of Facility Energy and Replacement Product expected to be delivered
consistent with the Scheduling interval at the Point of Delivery on any given date during
the Delivery Term, all in the manner contemplated by the CAISO Tariff.
E. Section 6.1(f) of the Agreement, the term "Settlement Interval" shall be replaced with
"Settlement Timeframe."
F. Section 6.1(g) of the Agreement shall be amended by adding the following sentence to the
end thereof:
Buyers (or their designee), as Scheduling Coordinator, shall Schedule all Uncontracted
Products in a manner consistent with the Scheduling of the Applicable Contract Capacity.
Seller shall (i) be responsible for, and shall pay all fees, charges, and costs payable to
CAISO as necessary for Buyers to Schedule the delivery of the Uncontracted Products to
the Point of Delivery (including CAISO Scheduling Coordinator costs and CAISO charges
and penalties including imbalance or deviation charges) and (ii) be entitled to, and Buyers
or Buyers' designee shall transfer to Seller, all payments and credits on all Settlement
Statements issued by the CAISO with respect to the Uncontracted Products.
Notwithstanding the foregoing, Buyers shall have no liability to Seller for any fees,
charges, costs, damages or losses of any kind that arise as a result of a failure by Buyers to
Schedule the Uncontracted Products in accordance with this Section 6.1(g), other than
arising due to the gross negligence or willful misconduct of Buyers.
G. Section 7.2 of the Agreement shall be amended and restated in its entirety as follows:
Section 7.2 Scheduling Coordinator; CAISO Cost Allocation.
(a) Through midnight on August 31, 2017, Seller shall continue to perform Scheduling
of the Facility Energy and any Replacement Product pursuant to the APX MSA.
Commencing as of the Commencement Date, the APX MSA shall terminate and Buyers
or Buyers' designee shall act as Scheduling Coordinator to cause the Scheduling of all
Facility Energy, Capacity, and/or Replacement Product at the Point of Delivery, including
performing (or causing the performance of) Scheduling and related services, including
CAISO SCID Scheduling, Settlement and Payment and Operations Support Services (as
defined in the APX MSA). As of the Commencement Date, (i) Buyers shall (or shall cause
their applicable designee to) Schedule delivery with the CAISO, and (ii) Buyers shall pay
(or charge) the CAISO under the CAISO Tariff for delivery through the CAISO System
(such payments or charges to be allocated based on Buyers' Percentage of Facility Output
as set forth in Appendix M). In consideration of the performance of such services, Seller
shall, as of the Commencement Date and on an annual basis thereafter, pay Buyers the
Page 3
Scheduling Coordinator Performance Fee. Without limitation to Section 6.1(g) and Section
7.2(c), Buyers shall not be entitled to any additional compensation or reimbursement for
any other costs or expenses incurred by Buyers or Buyers' designee in connection with the
performance of such services.
(b) In its capacity as Scheduling Coordinator, Buyers, or their designee, shall (i) except
as set forth in Section 6.1(g), Section 7.2(a) and Section 7.2(c), be responsible for and shall
pay all fees, charges, and costs necessary to Schedule the receipt of Facility Energy and
Replacement Product to the Point of Delivery (including CAISO Scheduling Coordinator
costs and CAISO charges and penalties including imbalance or deviation charges), and (ii)
be entitled to all payments and credits on all Settlement Statements issued by the CAISO
with respect to the Facility.
(c) Seller shall pay the CAISO Forecasting Service Fee (CC701) (currently an amount
equal to $0.10/MWh), and the CAISO Scheduling Coordinator Identification Charge
(CC4575) (currently an amount equal to $1,000/month) on all CAISO invoices, as such
fees and charges may be adjusted by the CAISO from time to time. Buyers shall offset
such amounts that are the responsibility of Seller against amounts owed by Seller to Buyers
in the monthly invoice to be delivered by Buyers hereunder.
(d) Each Party shall be obligated to either pay to the CAISO or reimburse the other
Party for any and all costs or charges under a Settlement Statement incurred by such other
Party because of the reimbursing Party's failure to perform any covenant or obligation set
forth in this Agreement.
H. The terms "CAISO Integration Amounts" and "CAISO Integration Amounts Cost Cap" are
hereby deleted in their entirety from Section 1.1 of the Agreement. Appendix N is hereby
also deleted from the Agreement.
I. Effective as of 00:01 PPT on September 1, 2017, Section 7.3(a) of the Agreement shall be
amended and restated in its entirety as follows:
Section 7.3 Forecasting and Scheduling of Energy.
(a) Except upon the occurrence of a curtailment under Section 7.4, Buyers shall (or
shall cause their applicable designee to) Schedule all Facility Energy and Replacement
Product in a reasonable and prudent manner in accordance with the CAISO Tariff, NERC
and WECC operating policies and criteria, and any other applicable guidelines or
requirements. Seller, at its own cost, shall install metering, telemetry and control
equipment so as to be able to provide Facility Energy and capacity to the Point of Delivery
and respond to CAISO, Transmission Provider, or reliability coordinator's dispatch orders.
J. Section 7.4(b) of the Agreement shall be amended and restated in its entirety as follows:
(b) Seller may direct Buyers to cause Scheduling Coordinator to reduce the Scheduling
of deliveries of Facility Energy to the Point of Delivery during the Initial Negative Intervals
Page 4
as directed by Seller, provided that Buyers shall pay Seller for any Facility Energy actually
delivered during the Initial Negative Intervals in accordance with Section 6.5(a)(ii). If
Seller directs Buyers to cause Scheduling Coordinator to reduce deliveries of Facility
Energy in accordance with this Section 7.4(b), then Buyers shall not be obligated to pay
Seller for the amount of reduced Facility Energy arising during such a curtailment, but
Seller shall receive credit for the amount of Deemed Generated Energy for reductions of
deliveries of Facility Energy arising hereunder for purposes of determining Seller's
compliance towards its Guaranteed Generation.
K. Section 7.4(c) of the Agreement shall be amended and restated in its entirety as follows:
(c) In addition to the curtailments described in Section 7.4(a) and Section 7.4(b), each
Scheduler may curtail deliveries of the Applicable MW Share of its respective Buyers or
SCPPA's Participating Members, as applicable, at any time and for the duration specified
by such Scheduler, including in accordance with Section 6.5(a)(iii). Each Scheduler
(acting through the Scheduling Coordinator) shall provide a minimum of ten (10) minutes'
notice to Seller of a request for curtailment under this Section 7.4(c), and Seller shall
comply with such request in accordance with Prudent Utility Practices. In its curtailment
notice to Seller, such Scheduler (acting through the Scheduling Coordinator) shall indicate
the duration of the curtailment period, which shall be for a minimum of thirty (30) minutes,
and the time at which such Scheduler requests Seller to resume delivery of the Facility
Energy to such Scheduler, in accordance with the Applicable MW Share of its respective
Buyers or SCPPA's Participating Members, as applicable. To the extent a Scheduler
(acting through the Scheduling Coordinator) requests any change in the duration of the
requested curtailment period, Seller shall effectuate any such change no later than ten (10)
minutes following notice from such Scheduler's notification to Seller of the proposed
change to curtailment. Seller shall respond to any Scheduler's curtailment notices
(including the end of such curtailment periods) in accordance with Prudent Utility
Practices. Each applicable Buyer shall pay Seller for any Deemed Generated Energy
during any curtailment under this Section 7.4(c) in an amount equal to the Fixed Rate;
provided, however, Seller shall use commercially reasonable efforts to sell any such
Deemed Generated Energy to third parties at a positive price to the extent permitted under
the CAISO Tariff. To the extent such Deemed Generated Energy is sold to a third party,
(i) the obligation to pay the amounts set forth above for a curtailment by a Scheduler under
this Section 7.4(c) shall be reduced accordingly by an amount equal to the net proceeds
Seller receives from such sales of Deemed Generated Energy (after subtracting any
Scheduling fees, wheeling charges, and other associated costs, fees, and reasonable
expenses incurred in connection with such sales), and (ii) any Environmental Attributes
not sold with such Deemed Generated Energy shall be delivered in proportion with the
Applicable MW Share, at no additional cost to such Buyers.
L. The last sentence of Section 10.4 of the Agreement shall be amended by replacing the term
"Seller, as Scheduling Coordinator" therein with the term "Buyers (or their designee), as
Scheduling Coordinator".
M. The first sentence of Section 11.2 of the Agreement shall be amended by adding the
Page 5
following clause (e) to the end thereof:
(e) To support invoicing by Seller, Buyers through the Scheduling Coordinator shall
deliver to Seller a copy of each CAISO Settlement Statement (and other available
statements reasonably requested by Seller) promptly after such statements become
available so as to allow Seller to invoice Buyer for the Uncontracted Products in
accordance with the invoicing procedures set forth in this Section 11.2.
N. Section 11.5 of the Agreement shall be amended and restated in its entirety as follows:
Section 11.5 Records and Audits. Seller shall maintain, and the Authorized Auditors of
Buyers shall have access to, all records and data pertaining to the performance and
management of this Agreement (including compliance with the Requirements) and related
Subcontracts, and as necessary to properly reflect all costs claimed to have been incurred
hereunder and thereunder, including (a) in their original form, all (i) documents provided
to Seller in the ordinary course of business for the Facility, (ii) documents for billing, costs,
metering, and Environmental Attributes, (iii) books, records, documents, reports,
deliverables, employee time sheets, accounting procedures and practices, and (iv) records
of financial transactions, and (b) other evidence, regardless of form (for example, machine
readable media such as disk or tape, etc.) or type (for example, databases, applications
software, database management software, or utilities). If Seller is required to submit cost
or pricing data in connection with this Agreement, Seller shall maintain all records and
documents necessary to permit adequate evaluation of the cost or pricing data submitted,
along with the computations and projections used. Buyers shall, or shall cause Buyers'
designee, to maintain, and the Authorized Auditors of Seller shall have access to, all
records and data pertaining to the Scheduling of Facility Energy, Capacity, and
Replacement Product. In the event of a Dispute, records that relate to the Agreement,
Dispute, litigation or costs, or items to which an audit exception has been taken, shall be
maintained. Each Party, including with respect to Buyers, Buyers' Agent, and the
Authorized Auditors of the Parties may discuss such records with the other Party's officers
and independent public accountants (and by this provision each Party authorizes said
accountants to discuss such billings and costs), all at such times and as often as may be
reasonably requested. All such records shall be retained, and shall be subject to
examination and audit by the Authorized Auditors, for a period of not less than four (4)
years following final payment made by a Buyer hereunder, the expiration or termination
date of this Agreement, or final settlement of all disputes, claims, or litigation, whichever
is later. Each Party shall make said records or, to the extent accepted by the Authorized
Auditors, photographs, micro -photographs, or other authentic reproductions thereof,
available to the Authorized Auditors at the Party's principal business office or any other of
a Party's offices as mutually agreed upon by the Parties, at all reasonable times and without
charge. The Authorized Auditors may reproduce, photocopy, download, transcribe, and
the like any such records. Any information provided by a Party on machine-readable media
shall be provided in a format accessible and readable by the Authorized Auditors. Neither
Party shall, however, be required to furnish the Authorized Auditors with commonly
available software. Either Party shall be subject at any time with fourteen (14) days prior
written notice to audits or examinations by Authorized Auditors, relating to, with respect
Page 6
to Seller, all billings and required to verify compliance with all Agreement requirements
relative to practices, methods, procedures, performance, compensation, and documentation
and, with respect to Buyers, the Scheduling data and information. Examinations and audits
shall be performed using generally accepted auditing practices and principles and
applicable governmental audit standards. If Seller utilizes or is subject to Federal
Acquisition Regulation, Part 30 and 31, et seq. accounting procedures, or a portion thereof,
examinations and audits shall utilize such information. To the extent that an Authorized
Auditor's examination or audit reveals inaccurate, incomplete or non-current records, or
records are unavailable, the records shall be considered defective. Consistent with standard
auditing procedures, a Party shall be provided fifteen (15) days to review an Authorized
Auditor's examination results or audit and respond to the other Party prior to the
examination's or audit's finalization and public release. If an Authorized Auditor's
examination or audit indicates a Party has paid (or been paid) an incorrect amount under a
previous payment application, the identified payment error shall be corrected by payment
from the overpaying Party or the underpaying Party, as applicable, to the other Party within
fifteen (15) days following notice by either Party of the identified payment error. If an
Authorized Auditor's examination or audit reveals that such Party's overpayment is more
than five percent (5.0%) of the billings reviewed, the overpaid Party shall pay all expenses
and costs incurred by the Authorized Auditors arising out of or related to the examination
or audit, which examination or audit expenses and costs shall be paid within fifteen (15)
days of notice to the overpaid Party. Seller shall contractually require all Subcontractors
performing services under this Agreement to comply with the provisions of this Section
11.5 by inserting this Section 11.5 into each Subcontract.
Section 1.2 Amendments to Contract Price Provisions.
A. The following term shall be added to Section 1.1 of the Agreement in the appropriate
alphabetical order:
"Buyers' Percentage of Total Capacity" has the meaning set forth in Section 10.3(c).
B. Commencing as of September 1, 2017, Section 6.5(a) through (d) of the Agreement shall
be amended and restated in its entirety as follows:
Section 6.5 Payment of Contract Price.
(a) The amount payable to Seller for each Settlement Timeframe shall be, for each
Buyer, an amount equal to:
(i) in each Settlement Timeframe in which the CAISO Settlement Price is zero
or positive, the product of (A), (B), and (C), where: (A) is the amount (in MWh) of
Facility Energy generated during such Settlement Timeframe, (B) is the Buyers'
Percentage of Facility Output, and (C) is the Fixed Rate;
(ii) for the first three -hundred (300) Settlement Timeframes in any Contract
Year (or such other number of Settlement Timeframes as would be equal to twenty -
Page 7
five (25) hours in the event that CAISO changes the number of minutes in a
Settlement Timeframe as of the Effective Date) in which the CAISO Settlement
Price is negative (the "Initial Negative Intervals"), for each Settlement
Timeframes, the product of (A), (B), and (C), where: (A) is the amount (in MWh)
of Facility Energy generated during such Settlement Timeframe, (B) is the Buyers'
Percentage of Facility Output, and (C) is the Fixed Rate plus the CAISO Settlement
Price for such Initial Negative Intervals; and
(iii) for each Settlement Timeframe in which the CAISO Settlement Price is
negative other than the Initial Negative Intervals, the product of (A), (B), and (C),
where: (A) is the amount (in MWh) of Facility Energy generated during such
Settlement Timeframe, (B) is the Buyers' Percentage of Facility Output, and (C) is
the Fixed Rate; and
(iv) if any Buyer (including, in the case of SCPPA, any of its Participating
Members), exercises its right to curtail per Section 7.4(c), the amount to be paid by
such Buyer for Deemed Generated Energy shall be the product of (A), (B), and (C),
where (A) is the amount of Deemed Generated Energy calculated during such
period of curtailment, (B) is the Buyers' Percentage of Facility Output, and (C) is
the Fixed Rate.
(b) The Parties acknowledge that the foregoing payment formulas reflect both the
Contract Price agreed upon by the Parties and the payments to be received from the CAISO
under current market design. Seller shall invoice each Buyer for the amounts calculated
hereunder in accordance with Article XI. If the amount determined to be payable by a
Buyer is negative, then Seller shall pay such Buyer such amount.
(c) For purposes of this Section 6.5, a "negative" CAISO Settlement Price occurs when
the CAISO Settlement Price for a Settlement Timeframe is negative and the Facility Energy
(or Deemed Generated Energy, as applicable) for that Settlement Timeframe is positive,
and a "zero or positive" CAISO Settlement Price occurs when the CAISO Settlement Price
for a Settlement Timeframe is zero or positive and the Facility Energy (or Deemed
Generated Energy, as applicable) for that Settlement Timeframe is positive.
(d) For purposes of illustration only, sample calculations are provided in Schedule 6.5.
C. Schedule 6.5 shall be replaced in its entirety with the following:
SCHEDULE 6.5
SAMPLE CALCULATION OF CONTRACT PRICE
Fixed Rate: Section 6.5(a)(i)
Facility Energy = 7 MWh
Buyers' Percentage of Facility Output = 8.0%
Page 8
Fixed Rate = $63 / MWh
Then, the amount payable to Seller = 7 MWh * 8.0% * $63 / MWh = $35.28
Fixed Rate: Section 6.5(a)(ii)
If the CAISO Settlement Price = -$25 / MWh, and:
The current Settlement Timeframe is an Initial Negative Interval, and:
Facility Energy = 7 MWh
Buyers' Percentage of Facility Output = 8.0%
Fixed Rate = $63 / MWh
Then the amount payable to Seller = 7 MWh * 8.0% * ($63 / MWh + (- $25 / MWh)) = $21.28
Fixed Rate: Section 6.5(a)(iii)
If the CAISO Settlement Price = -$25 / MWh, and:
The current Settlement Timeframe is not an Initial Negative Interval, and:
Facility Energy = 7 MWh
Buyers' Percentage of Facility Output = 8.0%
Fixed Rate = $63 / MWh
Then the amount payable to Seller = 7 MWh * 8.0% * $63 / MWh = $35.28
Section 1.3 Amendment to Section 10.3(c) Calculation of RA Deficiency.
A. Section 10.3(c) of the Agreement, the calculation of the RA Deficiency amount, shall be
amended and restated in its entirety as follows:
(c) For each Buyer, the RA Deficiency Amount shall be equal to the product of (v),
(w), (x), (y) and (z) where: (v) is the RA Value, (w) is the Applicable Contract Capacity,
(x) is the Solar NQC Factor, (y) is the Buyers' Percentage of Total Capacity as listed in
Appendix M, and (z) is one (1.0) minus the Partial RA Factor, which is defined below. The
RA Deficiency Amount for each Buyer is represented by the following equation:
RA Deficiency Amount ($/Month) = RA Value ($/MW/Month) * Applicable Contract
Capacity (MW) * Solar NQC Factor * Buyers' Percentage of Total Capacity as listed in
Appendix M * [1.0 - Partial RA Factor]
where the "Partial RA Factor" is equal to (a) the Net Qualifying Capacity (in MW)
divided by (b) the Qualifying Capacity (in MW), and
Page 9
2017 Solar PV Technology Factors (Actual)
"Buyers' Percentage of Total Capacity" means the percentage of Facility Output
allocated to each Buyer as set forth in Appendix M, as may be adjusted due to any
withdrawal, termination or other change to the interest of a Buyer in the Facility as
permitted or required by this Agreement, subject to the right, but not the obligation, of the
remaining Buyers to take all or any portion of such partially terminated or withdrawn
Buyer's share of the Total Capacity.
B. Schedule 10.3 of the Agreement is hereby replaced in its entirety with the following:
SCHEDULE 10.3
SAMPLE CALCULATION OF RA DEFICIENCY AMOUNT
Scenario with no RA Deficiency Amount
Month
(v) RA Value
$/MW -Month
(w.a)
Facility
Capacity
(MW)
(w.b)
Applicable
Contract
Capacity
(MW)
(x) CY 2017
Solar PV
Factor
(y) Buyers' Full Capacity
Percentage Share Deliverability
of Applicable Status? (Y/N)
Contract Capacity
(MW)
NQC as % of QC
based on FCFD Status
(CA/SO NQCJ/(QC =
(w.a)'(x)j
(z) Partial RA
Factor
1- (NQC as .96
ofQCj
RA Deficiency Amount
(v)'(w.b)'(x)'(y)'(z)
1
$1,650
75
65
0.26%
100% Y
100%
0%
$0.00
2
$1,650
75
65
1.47%
100% Y
100%
0%
$0.00
3
$1,650
75
65
6.82%
100% Y
100%
0%
$0.00
4
$1,650
75
65
79.82%
100% Y
100%
0%
$0.00
5
$1,650
75
65
75.56%
100% Y
100%
0%
$0.00
6
$1,650
75
65
79.35%
100% Y
100%
0%
$0.00
7
$1,650
75
65
75.34%
100% Y
100%
0%
$0.00
8
$1,650
75
65
80.34%
100% Y
100%
0%
$0.00
9
51,650
75
65
75.01%
100% Y
100%
0%
$0.00
10
51,650
75
65
57.51%
100% Y
100%
0%
$0.00
11
$1,650
75
65
0.16%
100% Y
100%
0%
$0.00
12
51,650
75
65
0.11%
100% Y
100%
0%
$0.00
Solar PV
Month 2013
CY 2017
2014 2015 Solar PV
Factor
1 0.20% 0.27% 0.31% 0.26%
2 0.60% 2.08% 1.74% 1.47%
3 6.89% 7.97% 5.60% 6.82%
4 73.51% 82.14% 83.80% 79.82%
5 66.63% 82.70% 77.35% 75.56%
6 74.63% 84.50% 78.91% 79.35%
7 64.80% 79.92% 81.31% 75.34%
8 77.39% 81.26% 82.38% 80.34%
9 79.23% 77.05% 68.76% 75.01%
10 62.05% 60.47% 50.00% 57.51%
11 0.15% 0.15% 0.17% 0.16%
12 0.13% 0.10% 0.11% 0.11%
2017 NQC List (Actual)
Generator NarrAstoria 2
Jan 0.2
Feb 1.1
Mar 5.12
Apr 59.86
May 56.67
Jun 59.51
Jul 56.51
Aug 60.26
Sep 56.26
Oct 43.13
Nov 0.12
Dec 0.08
Dispatchable? N
Path26 Desig. South
Del.Status FC
http://www.caiso.com/plann i ngJPages/Retia bil itvRe au i rements/Defa u lt.a sp>
Page 10
2017 Solar PV Technology Factors (Actual)
Scenario with RA Deficiency Amount (Hypothetical scenario with no Energy -Only Dellverability Status resulting in a 20% redudlon In NQC)
Month
(v) RA Value
$/MW -Month
(w.a)
Facility
Capacity
(MW)
(w.b)
Applicable
Contract
Capacity
(MW)
(x) CY 2017
Solar PV
Factor
(y) Buyers' Full Capacity
Percentage Share Deliverability
of Applicable Status? (Y/N)
Contract Capacity
(MW)
NQC as % of QC
based on FCFD Status
(CAISO NQC)/(QC =
(w.a)*(x)1
(z) Partial RA
Factor
1 - (NQC as %
of QC)
RA Deficiency Amount
(v)"(w.b)"(x)*(y)*(z)
1
$1,650
75
65
0.26%
100% N
80%
20%
$55.85
2
$1,650
75
65
1.47%
100% N
80%
20%
$315.96
3
$1,650
75
65
6.82%
100% N
80%
20%
$1,457.93
4
S1,650
75
65
79.82%
100% N
80%
20%
$17,118.30
5
$1,650
75
65
75.56%
100% N
80%
20%
$16,201.77
6
$1,650
75
65
79.35%
100% N
80%
20%
$17,017.23
7
$1,650
75
65
75.34%
100% N
80%
20%
$16,158.52
8
$1,650
75
65
80.34%
100% N
80%
20%
$17,231.08
9
$1,650
75
65
75.01%
100% N
80%
20%
$16,087.26
10
$1,650
75
65
57.51%
100% N
80%
20%
$12,341.41
11
$1,650
75
65
0.16%
100% N
83%
17%
$28.45
12
$1,650
75
65
0.11%
100% N
75%
25%
$29.48
Solar PV
Month 2013
CY 2017
2014 2015 Solar PV
Factor
1 0.20% 0.27% 0.31% 0.26%
2 0.60% 2.08% 1.74% 1.47%
3 6.89% 7.97% 5.60% 6.82%
4 73.51% 82.14% 83.80% 79.82%
5 66.63% 82.70% 77.35% 75.56%
6 74.63% 84.50% 78.91% 79.35%
7 64.80% 79.92% 81.31% 75.34%
8 77.39% 81.26% 82.38% 80.34%
9 7923% 77.05% 68.76% 75.01%
10 62.05% 60.47% 50.00% 57.51%
11 0.15% 0.15% 0.17% 0.16%
12 0.13% 0.10% 0.11% 0.11%
Section 1.4 Potential Change in Control.
2017 NQC List (Hypothetical EO Penatti
Generator Narr Astoria 2
Jan 0.16
Feb 0.88
Mar 4.10
Apr 47.89
May 45.34
Jun 47.61
Jul 45.21
Aug 48.21
Sep 45.01
Oct 34.50
Nov 0.10
Dec 0.06
Dispatchable? N
Path26 Desig. South
Del.Status EO
http://www.ca iso.com/pla n n ing/Paees/Retia bility Req uirements/Dofau lt.asw
A. The term "RE Holdings Entity" in Section 1.1 of the Agreement shall be modified and a
new defined term shall be incorporated in Section 1.1 of the Agreement as follows, in the
appropriate alphabetical order:
"RE Holdings Entity" means each of RE Holdings, RE Pioneer Holdings LLC, and RE
Astoria 2 Holdings LLC. Upon delivery by Seller to Buyer of written notice that RE
Pioneer Parent has become a wholly-owned subsidiary of RE Holdings and the direct
owner of RE Pioneer Holdings LLC in accordance with the terms and conditions set forth
in that certain letter, dated March 7, 2017, from SCPPA to Seller, the term "RE Holdings
Entity" shall also be deemed to include RE Pioneer Parent.
"RE Pioneer Parent" means RE Settler Holdings LLC.
B. Upon delivery by Seller to Buyer of written notice that RE Pioneer Parent has become a
wholly-owned subsidiary of RE Holdings and the direct owner of RE Pioneer Holdings
LLC, Schedule 12.2(h) of the Agreement shall be automatically amended to reflect the
Page 11
addition of RE Pioneer Parent as attached hereto as Attachment A.
Section 1.5 Conforming Changes. Any further conforming changes in the Agreement that are
necessitated by virtue of the amendments agreed upon in this Amendment are hereby incorporated by
reference.
ARTICLE II
MISCELLANEOUS
Section 2.1 Representation and Warranty. Each Party represents and warrants that as of the date of
execution by such Party, it is authorized to enter into this Amendment, that this Amendment does not
conflict with any contract, lease, instrument, or other obligation to which it is a party or by which it is
bound, which conflict could reasonably be expected to have a material adverse effect on the ability of such
party to perform its obligations hereunder, and this Amendment represents its valid and binding obligation,
enforceable against it in accordance with its terms.
Section 2.2 Governing Law. This Amendment shall be interpreted, governed by, and construed under
the laws of the State of California without consideration of conflicts of law principles.
Section 2.3 Counterparts. This Amendment may be executed in counterparts and upon execution by
each signatory, each executed counterpart shall have the same force and effect as an original instrument
and as if all signatories had signed the same instrument. Any signature page of this Amendment may be
detached from any counterpart of this Amendment without impairing the legal effect of any signature
thereon, and may be attached to another counterpart of this Amendment identical in form hereto by having
attached to it one or more signature pages.
Section 2.4 Headings. Headings appearing in this Amendment are inserted for convenience only
and shall not be construed as interpretations of text.
Section 2.5 No Other Amendments. Except as specifically provided in this Amendment, no
amendments, revisions or changes are made or have been made to the Agreement. All other terms and
conditions of the Agreement remain in full force and effect.
Section 2.6 Effective Date. This Amendment shall become effective on the date (the "Amendment
Effective Date") that it is duly executed and delivered by all Parties.
[Signature page follows]
Page 12
IN WITNESS WHEREOF, the Parties hereto have executed this Amendment as of
Amendment Effective Date.
BUYERS: SOUTHERN CALIFORNIA PUBLIC
POWER AUTHORITY
By:
Its:
Date:
POWER AND WATER RESOURCES
POOLING AUTHORITY
By:
Its:
Date:
Attest:
CITY OF LODI
APPROVED AS TO FORM: By:
Its: City Manager
Janice D. Magdich, City Attorney Date:
Attest:
Jennifer Ferraiolo, City Clerk
CITY OF CORONA
By:
Its:
Date:
Attest:
Signature Page to Amendment No. 1 to Power Purchase Agreement
SELLER:
CITY OF MORENO VALLEY
By:
Its:
Date:
Attest:
CITY OF RANCHO CUCAMONGA
By:
Its:
Date:
Attest:
RE ASTORIA 2 LLC
By: Hele . ng Shin
Signature Page to Amendment No. 1 to Power Purchase Agreement
Attachment A
to
Amendment No. 1 to Agreement
SCHEDULE 12.2(h)
Recurrent Energy
Development
Holdings, LLCDE
RE Settler
Holdings LLC
DE
100
RE Pioneer
Holdings LLC
DE
100
EFS Renewables
Holdings, LLC
DE
Class A Interests
100%
7
RE Astoria 2
Holdings LLC
DE
Class B Interests
100
RE Astoria 2 LLC
DE
RESOLUTION NO 2017-149
A RESOLUTION OF THE LODI CITY COUNCIL
AUTHORIZING THE CITY MANAGER TO EXECUTE
AMENDMENT NO. 1 TO ASTORIA 2 SOLAR PROJECT
POWER PURCHASE AGREEMENT
WHEREAS, on June 18, 2014, the Lodi City Council approved a Power Purchase
Agreement (PPA) between the Southern California Public Power Authority (SCPPA), the cities
of Lodi, Corona, Moreno Valley, and Rancho Cucamonga, the Power and Water Resources
Pooling Authority ("Buyers"), and Recurrent Energy for 75 megawatts of solar energy and
capacity associated with the Astoria 2 Solar Project (Project) in Kern County; and
WHEREAS, on November 18, 2015, the Lodi City Council approved the Consent and
Agreement to the PPA to ratify certain revisions requested by Recurrent Energy to meet the
requirements of their tax equity investor and to secure financing from their lender for the Project;
and
WHEREAS, on December 9, 2016, the Project reached commercial operation and
became the first utility -scale solar project to be included in Lodi's power resource portfolio; and
WHEREAS, to provide more flexibility and control of the scheduling and dispatch
decisions made for the Project, the Buyers have determined it would be more efficient for the
Buyers to assume the Scheduling Coordinator (SC) responsibilities; and
WHEREAS, the Buyers, in coordination with Recurrent Energy, have worked to develop
Amendment No. 1 to the Astoria 2 Solar Project PPA that will enable the Buyers to assume the
SC responsibilities for Project; and
WHEREAS, pursuant to the Northern California Power Agency (NCPA) Single Member
Services Agreement for Advisory Services, executed on June 15, 2016, NCPA will continue to
act an behalf of Lodi as its agent for the Project; and
WHEREAS, the Buyers' costs for providing SC services to the Project will be offset by
payments received from Recurrent Energy.
NOW, THEREFORE, BE IT RESOLVED that the Lodi City Council does hereby
authorize the City Manager to execute Amendment No. 1 to the Astoria 2 Solar Project Power
Purchase Agreement.
Dated: August 2, 2017
I hereby certify that Resolution No. 2017-149 was passed and adopted by the City
Council of the City of Lodi in a regular meeting held August 2, 2017, by the following vote:
AYES: COUNCIL MEMBERS — Chandler, Johnson, Nakanishi, and
Mayor Kuehne
NOES: COUNCIL MEMBERS — None
ABSENT: COUNCIL MEMBERS — Mounce
ABSTAIN COUNCIL MEMBERS — None
nr\
,f'!NIFER iVl) FERRAIOLO
"City Clerk
2017-149