Resolution No. 2012-165RESOLUTION NO. 2012-165
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
VERNON APPROVING AND AUTHORIZING THE EXECUTION OF A
PHASE II RENEWABLE DEVELOPMENT AGREEMENT BY AND
BETWEEN THE SOUTHERN CALIFORNIA PUBLIC POWER
AUTHORITY AND THE CITIES OF ANAHEIM, AZUSA,
BANNING, BURBANK, CERRITOS, COLTON, GLENDALE,
PASADENA, RIVERSIDE, THE IMPERIAL IRRIGATION
DISTRICT, THE CITY OF LOS ANGELES ACTING BY AND
THROUGH THE DEPARTMENT OF WATER AND POWER, AND THE
CITY OF VERNON
WHEREAS, several cities entered into a Joint Powers Agreement
dated November 1, 1980, to create the Southern California Public Power
Authority ("SCPPA") pursuant to the provisions of Chapter 5, Division
7, Title 1 of the Government Code of the State of California, as
amended; and
WHEREAS, on December 16, 1980, the City Council of the City
of Vernon adopted Resolution No. 4765 agreeing to the provisions of the
Joint Powers Agreement in order to become a member of SCPPA; and
WHEREAS, the SCPPA and SCPPA Members have developed a Phase
II Renewable Development Agreement (the "Agreement") to carry forth
renewable energy resource acquisition efforts from the present time
and 2020, and to assist members in reaching their 2020 renewable
energy goals; and
WHEREAS, the Agreement will allow SCPPA Members to
participate with other members of SCPPA in the planning,
investigation, diligence efforts and the potential development of new
renewable resourceoptions; and
WHEREAS, by memo dated August 13, 2012, the Direct of Light
& Power has recommended that the,agreement between SCPPA and SCPPA
members be approved and executed.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE
CITY OF VERNON AS FOLLOWS:
SECTION 1: The City Council of. the City of Vernon hereby
finds and determines that the recitals contained hereinabove are true
and correct.
SECTION 2: The City Council of the City of Vernon hereby
approves the Agreement with the Southern California Public Power
Authority, in substantially the same form as the copy which is
attached hereto as Exhibit A.
SECTION 3: The City Council of the City of Vernon hereby
authorizes the Mayor or Mayor Pro-Tem to execute the Agreement for,
and on behalf of, the City of Vernon and the City Clerk, or Deputy
City Clerk, is hereby authorized to attest thereto.
SECTION 4: The City Council of the City of Vernon hereby
instructs the City Administrator, or his designee, to take whatever
actions are deemed necessary or desirable for the purpose of
implementing and carrying out the purposes of this Resolution and the
transactions herein approved or authorized, including but not limited
to, any nonsubstantive changes to the Agreement attached herein.
.SECTION 5: The City Council of the City of Vernon hereby
directs the City Clerk, or the City Clerk's designee, to send one
executed Agreement to:
Southern California Public Power Authority
Attn: Randy Howard
1160 Nicole Court
Glendora, CA 91740
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SECTION 6: The City Clerk of the City of Vernon shall
certify to the passage, approval and adoption of this resolution, and
the City Clerk of the City of Vernon shall cause this resolution and
the City Clerk's certification to be entered in the File of
Resolutions of the Council of this City.
APPROVED AND ADOPTED this 21st day of August, 2012.
� n
Name: William J. Davis
Title: *Layez;�,/ Mayor Pro-Tem
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STATE OF CALIFORNIA )
) ss
COUNTY OF LOS ANGELES )
I, Willard G. Yamaguchi, City Clerk of the City of Vernon, do
hereby certify that the foregoing Resolution, being Resolution
No. 2012-165, was duly passed, approved and adopted by the City Council
of the City of Vernon at a regular meeting of the City Council duly
held on Tuesday, August 21, 2012, and thereafter was duly signed by the
Mayor or Mayor Pro-Tem of the City of Vernon.
Executed this day of August, 2012, at Vernon, California.
(SEAL)
7
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AN
PHASE II RENEWABLE DEVELOPMENT AGREEMENT
BETWEEN
SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY
AND
THE CITY OF ANAHEIM; THE CITY OF AZUSA;
THE CITY OF BANNING; THE CITY OF BURBANK;
THE CITY OF CERRITOS; THE CITY OF COLTON;
THE CITY OF GLENDALE; THE IMPERIAL IRRIGATION DISTRICT;
THE CITY OF LOS ANGELES ACTING BY AND THROUGH THE
DEPARTMENT OF WATER AND POWER; THE CITY OF PASADENA;
THE CITY OF RIVERSIDE; THE CITY OF VERNON
(AS APPPLICABLE)
DATED FOR CONVENIENCE AS OF JULY 18, 2012
TABLE OF CONTENTS
SECTION PAGE
1. PARTIES, PHASE II RENEWABLE DEVELOPMENT AGREEMENTS TO BE
SEPARATELY AND INDIVIDUALLY EFFECTIVE .................................................... 1
2. RECITALS........................................................................................................................
2
3. AGREEMENT
................................................ :................................................................
12
4. DEFINITIONS.................................................................................................................12
4.1
Acquisition..................................................................:........................................13
4.2
Act........................................................................................................................13
4.3
Additional Party ...........................................................:.......................................13
4.4
Agreement............................................................................................................14
4.5
Board of Directors ..................................... :............................................. .............
14
4.6
Consolidated Coordinating Committee................................................................14
4.7
Entitlement Share .......................................... :......................................................
14
4.8
Estimated Monthly Renewable Development Work Costs.................................14
4.9
Executive Director...............................................................................................14
4.10
Financing Work...................................................................................................14
4.11
Joint Powers Agreement......................................................................................15
4.12
LADWP...............................................................................................................15
4.13
Participation Agreements.....................................................................................15
4.14
Party.....................................................................................................................16
4.15
Power Sales Agreement.......................................................................................16
4.16
Power Sales Agreement/Transmission Services Agreement Work.....................16
g
4.17
Phase I.....................................................................................:............................16
4.18
Phase I Agreement...............................................................................................17
4.19
Phase I Coordinating Committee.........................................................................17
4.20
Phase II........................................................................:........................................17
4.21
Phase II Agreement..............................................................................................17
4.22
Phase II Coordinating Committee........................................................................17
4.23
Phase II Project....................................................................................................17
4.24
Pre -Operation Costs..............................................................................................18
4.25
Project..................................................................................................................19
4.26
Project Representative and Contract Administrator............................................19
4.27
Project Agreements .... :.........................................................................................
19
4.28
Project Element......................................................................................I..............20
4.29
Project Element Determination............................................................................
20
4.30
Project Element Participant..................................................................................21
4.31
Project Manager.....................................................................:.............................21
Phase II Renewable Development Agreement
i
4.32
Project Matter.......................................................................................................21
4.33
Prudent Utility Practice........................................................................................21
4.34
Renewable Development Work..........................................................................422
4.35
Renewable Development Work Costs.................................................................24
4.36
Renewable Development Work Cost Share...........................:.............................24
4.37
Renewable Electric Energy Generation Resource...............................................24
4.38
Renewable Electric Energy Resource..................................................................25
4.39
Renewable Electric Energy Resource Project......................................................25
4.40
Renewable Electric Energy Transmission Resource...........................................25
4.41
Renewable Electric Energy Storage Resource.....................................................25
4.42
Renewable Portfolio Standard.............................................................................25
4.43
Required Concurrence.........................................................................................26
4.44
Transmission Services Agreement.......................................................................26
5. PROJECT MANAGER...................................................................................................
26
5.1
Appointment......................................:.................................................................
26
5.2
Term.....................................................................................................................27
5.3
Authority of the Project Manager........................................................................27
5.4
Duties and Responsibilities of the Project Manager............................................28
5.5
No Warranty for Project Manager Services.........................................................35
5.6
Indemnification of the Project Manager..............................................................35
6. RENEWABLE DEVELOPMENT WORK BUDGET; SCHEDULE; COSTS;
ANDAUDITS................................................................................................................. 36
6.1 Initial Budget, Not to Exceed Costs..................................................................... 36
6.2 Initial Schedule.................................................................................................... 38
6.3 Renewable Development Work Costs................................................................. 38
6.4 Renewable Development Work Cost Share.........................................................41
6.5 Costs of Expenses Incurred for Sole Benefit of Purchaser .................................. 41
6.6 Final Audit of Renewable Development Work Costs and Pre -Operation
Costs..................................................................................................................... 42
6.7 Interim Audit of Renewable Development Work Costs and Pre -Operation
Costs...............................................................................:..................................... 42
7. PAYMENT OF RENEWABLE DEVELOPMENT WORK COSTS AND PRE -
OPERATION COSTS..................................................................................................... 42
7.1 Payment of Costs.......................................................................I.......................... 43
7.2 Payment of Invoices............................................................................................. 43
7.3 Disputed Invoices.................................................................................................44
7.4 Adjustments to Billings........................................................................................ 44
7.5 Incurrence of Pre -Operation Costs .......... :....... :.................................................... 44
7.6 Other Additional Cost Reconciliation Mechanisms ............................................ 44
8. COORDINATING COMMITTEE..................................................................................45
8.1 Formation.............................................................................................................45
Phase II Renewable Development Agreement
ii
8.2 Duties and Responsibilities of the Coordinating Committee ............................... 48
8.3 Arranging for Audits of Project Manager's Records ........................................... 52
8.4 Establishment of Other Committees.................................................................... 53
8.5 Limited Authority of Coordinating Committee to Amend Agreement ............... 53
8.6 Written Records to be Kept.................................................................................. 54
8.7 Cost Incurred by Representatives of Participants ................................................ 54
9. ROLE OF THE PARTICIPANT, THE BOARD OF DIRECTORS AND THE
SCPPA EXECUTIVE DIRECTOR.................:............................................................... 54
9.1 Project Matter Voting Methodology.................................................................... 54
9.2 Participant's Project Representative and Contract Administrator ........................ 55
9.3 Duties and Responsibilities of the Board of Directors ........................................ 56
9.4 Audits...................................................................................................................60
9.5 Establishment of Other Committees.................................................................... 60
9.6 Delegation..............................................................................60
10. OBLIGATIONS OF THE PARTIES...............................................................................60
10.1 Furnishing Studies to SCPPA.............................................................................. 60
.10.2 Participant's Payment Obligations Unconditional; No Release of Project
Manager from Its Obligations; Action by Parties Against Third Parties or
Underthis Agreement.......................................................................................... 61
10.3 Parties to Furnish Information............................................................................. 61
] L WITHDRAWAL.............................................................................................................. 62
11.1 Withdrawal from the Project................................................................................ 62
11.2 No Reimbursement of Costs upon Withdrawal, Exception ................................. 63
12. PARTICIPANT'S ELECTION TO PROCEED WITH THE PROJECT ........................ 63
12.1 Action of the Parties at or near the Conclusion of Renewable Development
Work.................................................................................................................... 63
12.2 Exercise of Election to Proceed with the Project ................................................. 64
13. EXECUTION OF PROJECT AGREEMENTS............................................................... 64
14. LIABILITY...........................................................................................:..........................65
14.1 No Liability of the SCPPA or the Project Manager, their Directors,
Officers, Employees, Etc.; SCPPA and its Directors, Officers, Employees
and Project Manager and its Directors, Officers, Employees Not
IndividuallyLiable............................................................................................... 65
14.2 Limitation on Liability......................................................................................... 67
14.3 Extent of Exculpation; Enforcement of Rights in Equity .................................... 67
14.4 Allocation of Costs to Discharge Liability .......................................................... 68
14.5 No Relief of Insured Obligations......................................................................... 70
15. DEFAULT....................................................................................................................... 70
Phase II Renewable Development Agreement
iii
15.1 Notice of Default.................................................................................................. 70
.15.2 Obligation to Cure Default................................................................................... 71
15.3 Initial Dispute Resolution of Alleged Default ..................................................... 71
16. ARBITRATION.............................................................................................................. 73
17. RELATIONSHIP OF PARTIES...................................................................................... 73
17.1 Individual Responsibility.....................................................................................74
17.2 Methodologies for Cost Sharing.......................................................................... 74
18. BINDING OBLIGATIONS.............................................................................................
74
19. ASSIGNMENT...........................................................................................................I....74
19.1
Limited Assignment Rights.................................................................................74
19.2
Assignment Procedures........................................................................................
75
19.3
Effectiveness of Assignment................................................................................
76
20. GENERAL PROVISIONS..............................................................................................
76
20.1
Waiver Not to Affect Subsequent Defaults.........................................................
77
20.2
Execution in Counterparts....................................................................................
77
20.3
No Rights in Third Parties or Duties Created ......................................................
77
20.4
Headings Not Binding..........................................................................................
77
20.5
Severability.................................... :...................... ...............................................
77
20.6
Amendments........................................................................................................
78
20.7
Entire Agreement.................................................................................................78
21. GOVERNING LAW AND VENUE............................................................................... 78
22. EFFECTIVE DATE AND TERMINATION..................................................................78
22.1 Effective Date...................................................................................................... 78
22.2 Termination..........................................................................................................78
23. NOTICES.........................................................................................................................80
23.1 Addresses for Notices.......................................................................................... 80
23.2 Designation of Different Addresses and Persons ................................................. 82
24. DESIGNATION OF PURCHASER'S PROJECT REPRESENTATIVE AND
CONTRACT ADMINISTRATOR.................................................................................. 83
25. AGREEMENT TO BE EFFECTIVE AS BETWEEN SCPPA AND
PARTICIPANT UPON APPROVAL BY PARTICIPANT APPROVING
AUTHORITY.................................................................................................................. 83
SIGNATURECLAUSE.................................................................................................. 84
Phase II Renewable Development Agreement
iv
EXHIBIT A — Schedule of Renewable Energy Development Project Elements [Exhibit A may be
revised from time to time to reflect modifications of Renewable Development Project Elements
as reflected therein, or pursuant to Sections 4, 6, 8, 9,10, 11, 14, 17 and 19 of this Agreement]
Phase Il Renewable Development Agreement
v
PHASE II RENEWABLE DEVELOPMENT AGREEMENT
1.. PARTIES, PHASE II RENEWABLE DEVELOPMENT AGREEMENTS TO BE
SEPARATELY AND INDIVIDUALLY EFFECTIVE.
1.1 This Phase II Renewable Development Agreement (this "Agreement"), which is
dated for convenience as of July 1, 2012 is made and entered into by and between
the SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY, a joint powers
agency and a public entity organized under the laws of the State of California,
hereinafter designated as "SCPPA," created under the provisions of the Act, and
the City of Anaheim ("ANAHEIM"), the City of Azusa ("AZUSA"), the City of
Banning (`BANNING"), the City of Burbank (`BURBANK"), the City of
Cerritos (CERRITOS), the City of Colton ("COLTON"), the City of Glendale
("GLENDALE"), the Imperial Irrigation District ("IID"), the City of Los Angeles
acting by and through the Department of Water and Power ("LADWP"), the City
of Pasadena ("PASADENA"), the City of Riverside ('RIVERSIDE"), and the
City of Vernon ("VERNON"), as applicable, (each, individually, a "Party", and
collectively, the "Parties"). ANAHEIM, - AZUSA, BANNING, BURBANK,
CERRITOS, COLTON, GLENDALE, IID, LADWP, PASADENA, RIVERSIDE,
and VERNON are also, each as a signatory to this agreement and as may be
applicable, each referred to individually as the "Participant" and collectively as
"Participants." In addition ANAHEIM, AZUSA, BANNING, BURBANK,
CERRITOS, COLTON, GLENDALE, IID, LADWP, PASADENA, RIVERSIDE,
and VERNON to the extent they participate in any renewable resource
Phase II Renewable Development Agreement
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development activities associated. with any Project Element may be referred to,
depending on the context, individually as a "Project Element Participant" or
collectively as "Project Element Participants." Additional Parties or Participants
may be added as provided in Section 9.3.2 or, if applicable, as may be provided
by way of Section 19 herein.
1.2 This Agreement shall become independently effective between SCPPA and any
separate or discrete Party specified in Section 1.1 (irrespective of the approval or
lack of approval of this Agreement by any other Participant) upon the approval of
this Agreement by the Board of Directors and the other contracting Party 's
approving authority.
2. RECITALS, CONSTRUCTION AND PRELIMINARY MATTERS.
2.1 The Recitals set forth herein and the facts, which follow, are incorporated into this
Agreement by reference for all purposes. The facts and the circumstances of the
Parties contained in the Recitals, among others, represent the background and
framework for this Agreement, the aim and purpose of this Agreement and the
iritendments of the Parties with respect thereto. This Agreement has been
reviewed by attorneys for both Parties and shall not be interpreted with reference
to the rules of construction providing for construction against a Party responsible
for drafting or creating a particular provision or section, but should instead be
interpreted in a manner which broadly carries forth the goals and objectives of the
Parties as expressed herein. References to "Sections," "Annexes," "Appendices,"
"Schedules" and "Exhibits" shall be to Sections, Annexes, Appendices, Schedules
Phase II Renewable Development Agreement
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and Exhibits, as the case may be, of this Agreement unless otherwise specifically
provided. Section headings in this Agreement are included herein for
convenience of reference only and shall not constitute a part of this Agreement for
any other purpose nor given any substantive effect. Any of the terms defined
herein may, unless the context otherwise requires, be used in the singular or the
plural, depending on the reference. The use herein of the word "include" or
"including", when following any general statement, term or matter, shall not be
construed to limit such statement, term or matter to the specific items or matters
set forth immediately following such word or to similar items or matters, whether
or not nonlimiting language (such as "without limitation" or "but not limited to"
or words of similar import) is used with reference thereto, but rather shall be
deemed to refer to all other items or matters that fall within the broadest possible
scope of such general statement, term or matter. This Agreement is made with
reference to the following facts among others:
2.2 SCPPA was created pursuant to provisions contained in the joint exercise of
powers act found in Chapter 5 of Division 7 of Title 1 of the Government Code of
California, as amended from time to time (the "Act"), by its members, which are
municipalities and an irrigation district that supply electricity in the State of
California, for the purpose of jointly and cooperatively undertaking planning,
financing, development, acquisition, construction, reconstruction, improvement,
enlargement, betterment, operation and maintenance of projects for the
generation, storage or transmission of electric energy, including renewable
generation technologies in accordance with the Act.
Phase II Renewable Development Agreement
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2.3 SCPPA's members created SCPPA as a separate and independent public entity
pursuant to the Act and pursuant to the Joint Powers Agreement between SCPPA
and its members dated as of November 1, 1980 as amended.
2.4 Pursuant to the terms of the Act, and the Joint Powers Agreement constituting
SCPPA's formative instrument, SCPPA has the power to plan, develop, finance,
own, acquire, design, construct, operate, maintain and repair electric generation or
transmission projects or to cause such projects to be planned, developed, financed,
designed, constructed, operated, maintained and repaired, and to provide by
agreement with a public agency of the State of California to perform such
activities.
2.5 Pursuant to the terms of the Act and the SCPPA Joint Powers Agreement, SCPPA
has the power, for the purpose of promoting, maintaining and operating electric
generation and transmission, to plan, develop, contract for, finance, acquire,
design, undertake, own, construct, manage, operate and administer projects
involving generation and transmission of electric energy, including renewable
energy projects, and involving systems, methodologies and programs for the
acquisition, supply procurement and delivery of services related to the studying,
planning, contracting for, administering, financing, developing, acquiring,
constructing, reconstructing, improving, enlarging, bettering, managing,
operating, maintaining or decommissioning any such projects, and to cause such
projects to be planned, developed, contracted for, financed, acquired, designed,
constructed, improved, managed, operated, maintained, and administered and to
provide by agreement for the performance and carrying out of any such activities
Phase II Renewable Development Agreement
2.6 All of the members of SCPPA are California public entities which provide electric
energy to their citizens through their municipally owned electric systems. In
many SCPPA projects the administration of such projects is parried forth through
various mechanisms provided in the Act or SCPPA's Joint Powers Agreement or
by way of a variety of arrangements between SCPPA and its members.
2.7 In recent years SCPPA members have experienced the imposition of a substantial
number of new laws, rules and regulations addressing energy procurement and the
development of energy resources which have effectively required the Participants
to shift generation assets to increasingly rely on renewable generation and other
systems and methods to conserve generation resources and to reduce emissions
from existing generating systems and the members of SCPPA have utilized
SCPPA for many of the projects and programs which have been developed to
achieve these goals, and desire to continue to so utilize SCPPA.
2.8 Certain of the proposed Participants which are contemplated to participate in this
Phase II Renewable Development Agreement are publicly owned utilities which
are members of SCPPA and have utilized SCPPA in the past to develop and
finance projects. Over the course of the past several years, members of SCPPA
have developed numerous renewable energy projects through SCPPA and in
carrying forth these projects have utilized both their own staff and the staff of
other SCPPA members to develop, implement, and where applicable to administer
such projects.
Phase II Renewable Development Agreement
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2.9 Through an earlier agreement for the development of renewable resources SCPPA
and certain Participants have carried forth certain renewable energy goals to
investigate, plan, design, develop and provide for the eventual financing,
contracting for, procurement, acquisition, deployment and operation of a number
of Renewable Electric Energy Resource Projects by which to meet certain SCPPA
members' Renewable Portfolio Standard. Through the renewable energy
Acquisition process described in this Agreement the Parties intend to provide the
resources necessary to continue this process to investigate, plan, design, develop
and provide for the eventual financing, contracting for, procurement, acquisition,
deployment and operation of the Renewable Electric Energy Resources which
Participant desires to be acquired, developed, financed, implemented or deployed
through SCPPA. The Parties desire to carry forth such work as may be necessary
to bring such Acquisitions to fruition to assist the Participant in meeting its
Renewable Portfolio Standard.
2.10 To further the aims of the proposed SCPPA Renewable Electric Energy Resource
Project, on January 19, 2006 the SCPPA Board of Directors approved Resolution
2006-2 which declared its intention to reimburse certain renewable resource
expenditures from the proceeds of future financings, as required by United States
Department of Treasury Regulations section 1.150-2.
2.11 Thereafter on April 20, 2006 the SCPPA Board of Directors by way of Resolution
2006-13 created the SCPPA Renewable Electric Energy Resource Project and
declared this project to be an official SCPPA Study Project pursuant to the
SCPPA Joint Powers, Agreement.
Phase II Renewable Development Agreement
2.12 By way of Resolution 2006-13 the SCPPA Board of Directors also authorized the
execution of the Renewable Electric Energy Resource Project Development
Agreement for the SCPPA Renewable Electric Energy Resource Project among
SCPPA and each of SCPPA's members and entities participating in the Study
Project created thereby. This earlier agreement approved pursuant to Resolution
2006-13 is referred to herein as the "Phase I Agreement".
2.13 Under the Phase I Agreement, SCPPA and the SCPPA members and entities
participating in the Phase I Agreement have carried out the development measures
necessary to acquire, purchase,, procure, construct or otherwise contract for, as the
case may be, a substantial number of Renewable Electric Energy Resources for
the benefit of the participating entities under that agreement.
2.14 Participant has a continuing need for Renewable Electric Energy Resources which
may be currently be in development phase by SCPPA pursuant to the Phase I
Agreement as well as by other means and which are contemplated to be
developed in the future pursuant to this Agreement. Participant desires to
participate in the continuing development and Acquisition of Renewable Electric
Energy Resources by way of this Phase II Agreement. Given these needs and to
draw upon and utilize their combined resources, SCPPA and Participant have
determined that it is desirable to enter into this Agreement to provide a vehicle by
which to achieve the continuing renewable goals of Participant and SCPPA
through this Phase II Agreement.
Phase II Renewable Development Agreement
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2.15 By way of this Phase II Agreement the Parties desire to provide a mechanism for
the continuation of and the eventual further consummation of the work begun
under the Phase I Agreement and to provide for the investigation, examination,
study, exploration, Acquisition and development of renewable electric energy
resources entailing both renewable generation resources, transmission resources
and other facilities and arrangements for the storage, exchange or management of
renewable energy, for the purpose of facilitating the delivery of renewable energy
to assist the Participant in meeting the significant and growing needs of its
Renewable Portfolio Standard or renewable energy requirements. Participant has
either participated previously in the Phase I Project or has worked with SCPPA in
the past and, because of the significant, continuing and growing need for
renewable resources described herein, SCPPA and Participant desire to carry forth
this Project.
2.16 The Parties contemplate that certain Project Elements with respect to certain
Participants may be financed through SCPPA, and that differing Acquisitions may
take the form of either power purchase agreement structures, prepayments for
renewable energy, outright facility or renewable asset purchases, or option
arrangements incorporating any of these structures.
2.17 It is the intention of SCPPA and Participant that SCPPA shall undertake on
Participant's behalf to facilitate or provide those administrative, operational and
other resources and requirements as shall be necessary or advisable to develop,
operate and carryforth the Participant's interests and objectives in the
Phase II Renewable Development Agreement
-8-
aforementioned Renewable Electric Energy Resources in a manner consonant
with the objectives of this Agreement.
2.18 It is also contemplated through this Agreement that SCPPA and Participant may
continue, where desired or appropriate, to carry forth those measures to further the
renewable objectives of the Phase I and the Phase II Coordinating Committees
(together the Consolidated Coordinating Committee) and the objectives of the
SCPPA members represented on these committees having pressing renewable
resource needs, to obtain a seamless cooperative working relationship culminating
in the successful achievement of meaningful renewable energy Acquisitions for
those Parties participating in this Project, in Phase I or in other renewable energy
resource projects.
2.19 To further the goals of the Project SCPPA and Participant desire to carry forth this
Phase II with the preparatory steps for the development and Acquisition of a
number of renewable resources for the benefit of Participant and, if applicable, for
the eventual financing; procurement, acquisition, engineering, construction,
deployment, operation and maintenance of proposed renewable energy projects.
2.20 The Parties desire, by way of this Phase II Project, to continue to study, examine,
investigate, explore and further develop the potential acquisition of energy and
capacity from Renewable Electric Energy Resources and the potential pathways,
interties, interconnections, substations, energy storage equipment and facilities,
other facilities and equipment and transmission resources to deliver such energy,
Phase II Renewable Development Agreement
-9-
to ensure that each Participant meets its respective renewable energy resource
goals.
2.21 To further the Participant's renewable energy objectives the Parties desire, by way
of this Phase II Agreement, to proceed forward with and carry out this Phase II
Project to further the achievement of the Participant's RPS goals pursuant to the
terms and conditions set forth herein.
2.22 In order to enable SCPPA to carry forth the goals and purposes of the Phase II
Project as set forth herein, it is necessary for SCPPA to have a binding agreement
with Participant to pay Participant's share of SCPPA's costs associated with the
Project, Project Element(s) and Participant's share of those payments required to
be made in accordance with provisions of any applicable Project Agreements.
SCPPA shall further provide for the investigation, implementation,
administration, operation and maintenance of the Project for the purpose of
securing and paying for the rights, services, entitlements and deliverables
contemplated hereby, through the application of the payments required to be made
by the Participant to SCPPA in accordance with the provisions of this Agreement.
2.23 Participant shall pay from its electric revenue fund, including any and all legally
available electric system reserves, all amounts payable to SCPPA under this
Agreement, including but not limited to its proportionate share of Renewable
Development Costs, Pre -operation costs and all other costs incurred pursuant to
this Agreement, and such payments shall constitute an operating expense of
Participant's electric utility.
Phase II Renewable Development Agreement
M[Ile
2.24 As one of matters contemplated under this Agreement SCPPA and Participants
have identified certain releases, exculpations, liability protections, and related
matters which are more fully set forth in Section 5 and 14 of this Agreement, the
cost of which shall be paid by the Participants, pursuant to the provisions of this
Agreement, including Section 10.2 herein. It is the intention of the Parties that, to
the extent SCPPA incurs any costs in connection with providing the Participants
such releases, exculpations, liability protections or related matters under Section
14, such costs shall constitute Renewable Development Work Costs which shall
be passed through to the applicable Participant or Participants pursuant to the
terms of this Agreement. Therefore it is the intention of the Parties that all such
releases, exculpations, liability protections and related matters provided by
SCPPA will be ultimately and entirely paid for by the Participants through the
inclusion in SCPPA's costs to be billed by SCPPA to the Participants as part of
the Renewable Development Work Costs in conformance with the billing and
payment methodology established by this Agreement, and the Participant agrees
to pay its Renewable Development Cost Share of such costs.
2.25 Through this Agreement the Parties intend to, among other things: (i) pursue
certain Renewable Development Work (as defined herein) to carry forth the
Project and Project Elements, including the preparation of regulatory applications,
carrying out potential site reviews, the undertaking of those measures necessary to
exercise due diligence in the examination of leasing arrangements, obtain
planning studies, surveys, permits, licenses, easements, entitlements, approvals,
cost estimates and construction, project delivery and deployment schedules; (ii)
Phase II Renewable Development Agreement
ONE
prepare contracts, instruments and documents to carry forth the renewable energy
Acquisitions described herein, (iii) take such other actions as are necessary or
desirable for securing of any regulatory approvals and meeting environmental
requirements to undertake the renewable energy Acquisitions described herein;
(iv) determine the feasibility and estimated cost of the Project and the described
renewable energy Acquisitions; (v) secure all property rights and entitlements;
(vi) permit the acquisition of equipment, goods, materials, parts, facility assets or
other items (or the acquisition of an option to purchase any of same in the future)
to facilitate the timely or cost-effective deployment of the proposed renewable
energy projects; (vii) cause to be provided advisory and consulting services
related to the Project, including engineering, environmental, regulatory, legal,
financial, accounting and related services, through contracts or otherwise; and
(viii) provide a mechanism to facilitate the payment from each Participant, in
accordance with each participant's proportionate share, to SCPPA of SCPPA's
costs for the Renewable Development Work and Pre -Operation Costs and all
other costs in carrying out and in furtherance of this Project in the manner
provided herein
3. AGREEMENT. In consideration of the mutual covenants herein, the Parties agree as
follows:
4. DEFINITIONS. In addition to the other terms defined herein, the following terms,
whether in the singular or in the plural, when used herein and in the exhibits attached
hereto and initially capitalized, shall have the meanings specified:
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4.1 Acquisition. The procurement of energy, capacity and/or renewable energy
attributes associated with any Renewable Electric Energy Resource(s) including
facilities for interconnection with, or transmission or delivery of, any Renewable
Electric Generation Resource, and any Renewable Electric Energy Transmission
Resource. Acquisition also includes procurement, construction, obtainment or
creation of new transmission paths or facilities, or upgrading of existing
transmissions paths (whether physical, virtual or otherwise) or facilities to
accommodate transmission of energy from Renewable Electric Energy Generation
Resources. In addition Acquisition includes the procurement of energy storage
facilities, devices, and arrangements, energy exchange management and peak load
shifting technologies. An Acquisition may be carried forth by way of an asset
purchase, an exchange, a joint ownership or participation arrangement, a power
purchase agreement, a purchase and sale arrangement, a transmission purchase or
service arrangement, an environmental attribute procurement arrangement, a
prepayment arrangement, construction, upgrading or any other action, contract,
device or other means deemed appropriate to achieve Participant's renewable
resource goals.
4.2 Act. The "Act" has the meaning set forth in Section 2.1.
4.3 Additional Party. A public agency which is added to or made a Participant under
this Agreement, as may be applicable, either pursuant to Section 9.3.2 of this
Agreement or, if applicable, pursuant to Section 19 of this Agreement.
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4.4 Agreement. This Agreement,'as more specifically set forth in Section I hereof, as
it may be amended from time to time.
4.5 Board of Directors. The Board of Directors of the Southern California Public
Power Authority.
4.6 Consolidated Coordinating Committee. The combination of the Phase II
Coordinating Committee and any Coordinating Committee existing pursuant to
the Phase I Agreement.
4.7 Contribution. The principles of contribution set forth in Section 14.5 hereof.
4.8 Entitlement Share. The percentage entitlement of each Participant in a Project
Element as set forth in Exhibit A herein, as the same may be amended or
supplemented from time to time.
4.9 Estimated Monthly Renewable Development Work Costs. For any particular
month, the estimated amount that the Project Manager determines will be required
to be paid to cover the Renewable Development Work Costs during such month,
including adjustments for differences between previously estimated and recorded
Renewable Development Work Costs.
4.10 Executive Director. The Executive Director of the Southern California Public
Power Authority.
4.11 Financing Work. All activities associated with the proposed financing of a
Project Element or Project Elements on behalf of a financing Participant or
Phase II Renewable Development Agreement
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financing Participants, including preparation and drafting of instruments and
agreements necessary to the financing, and including tax considerations and all
other necessary or desirable work to enable Participants identified on Exhibit A to
obtain financing for their respective percentage share in ,the ensuing project
associated with any Project Element. Financing Work may include, where
applicable, work to establish any financial structure, contractual arrangement, or
other device which might be useful to any Participant or Project Element
Participant to take advantage of, or indirectly obtain a benefit from, any tax
advantage, tax credit or other tax or financial incentive which might otherwise not
be directly available to a governmental entity.
4.12 Joint Powers Agreement. The "Southern California Public Power Authority Joint
Powers Agreement" dated as of November 1, 1980, as amended and modified,
entered into pursuant to the provisions of the Act, between SCPPA and its
members and any successor agreement.
4.13 LADWP. The City of Los Angeles acting by and through the Department of
Water and Power, which has also been a participating SCPPA member in, and the
Project Manager for, Phase I.
4.14 Participation Agreements. The agreement or agreements, as determined by the
Coordinating Committee or the Board of Directors as applicable, that provide for
the participation of any members of SCPPA, potentially in association with other
entities, in the potential acquisition, purchase, procurement, financing,
Phase II Renewable Development Agreement
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deployment, management, operation or maintenance of any project or any Project
Element.
4.15 art . This term shall have the meaning ascribed thereto in Section 1 hereof.
4.16 Power Sales Agreement. The agreement or agreements which will provide for
SCPPA's ownership, interest, rights or entitlements or other form of participation
in a proposed SCPPA generation project and the respective rights and obligations
of the parties with respect to such project. As determined by the Board of
Directors and the participants in the proposed project, the Power Sales
Agreements may provide, among other things, for the procurement, acquisition,
financing, construction, operation, maintenance or decommissioning of the
project.
4.17 Power Sales Agreement/Transmission Services Agreement Work. All activities
associated with the preparation of Power Sales Agreements or Transmission
Services Agreements, or of agreements carrying forth similar purposes, as the
case may be, between SCPPA and a Project Element Participant relating to any
Project Element.
4.18 Phase I. The project on behalf of all SCPPA members participating therein
created by way of the Renewable Electric Energy Resource Project Development
Agreement entered into between SCPPA and various SCPPA members and
entities pursuant to SCPPA Resolution 2006-13.
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4.19 Phase I Agreement. The Renewable Electric Energy Resource Project
Development Agreement(s) entered into between SCPPA and certain members of
SCPPA and publicly owned utilities, pursuant to SCPPA Resolution No. 2006-13,
4.20 Phase I Coordinating Committee. The Coordinating Committee established
pursuant to Phase I.
4.21 Phase II. The cumulative project or projects and Project Element and Project
Elements created through the approval of Phase II Renewable Development
Agreement(s) between SCPPA and Participant, and SCPPA and other SCPPA
members or participating entities.
4.22 Phase II Agreement. This Phase II Renewable Development Agreement.
4.23 Phase II Coordinating Committee. The Coordinating Committee as may be
established pursuant to Section 8 herein.
4.24 Phase II Project. The total aggregate of all proposed cumulative Acquisitions
associated with any and all Project Element(s) and all of the rights and obligations
associated therewith, including all related agreements and arrangements, all
appurtenant equipment thereto as may be applicable, the applicable portion of any
common facilities and related facilities for interconnection or transmission of the
output of any Project Element(s) and all necessary or related facilities to carry
forth the deployment and placement into operation of any Project Element(s).
Exhibit A contains the proposed Acquisitions or Project Elements and the
Entitlement Share of energy or capacity contemplated to be acquired by each
Phase II Renewable Development Agreement
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SCPPA member participating in Phase I or Phase II as of the date of this
Agreement. Exhibit A may be amended by the Coordinating Committee or as
otherwise provided in this Agreement to reflect revisions in participation,
revisions in generation or transmission entitlements, percentages or capacity, the
addition or withdrawal of new or different proposed Project Element Participants,
the addition of new Project Elements and the deletion of then existing Project
Elements. Each such amendment, revision, modification or addition to Exhibit A
shall be supplied to each Participant requesting the same. The Coordinating
Committee or the Board of Directors, as provided herein or as may be applicable,
shall have the authority to modify the project description contained herein to
accommodate or adapt to new circumstances or changed conditions. For,the
purpose of this Agreement the terms "Project' and "Phase II Project' shall be
synonymous.
4.25 Pre -Operation Costs. Those costs or expenses relating to the acquisition of
equipment, goods or other resources necessary to the development of a Project
Element or otherwise acquired in anticipation of financing, procurement,
construction, implementation or deployment of the initial phases of an
Acquisition (including the acquisition of an option or options for procurement or
to purchase any of same in the future) for the benefit of the Project Element that
the Board of Directors or the Coordinating Committee, as appropriate, has
determined will facilitate the timely or cost-effective acquisition, implementation,
deployment, construction or placement into operation of the Project Element.
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4.26 Project For purposes of this Agreement "Project" shall have the meaning set
forth in the definition of Phase II Project.
4.27 Project Representative and Contract Admi isr� trator. The person appointed by
Participant pursuant to Section 24 of this Agreement to act as a liaison between
Participant and SCPPA with respect to the performance of this Agreement and to
represent Participant in all aspects and elements of the administration of this
Agreement.
4.28 Project Agreements. This Agreement, the Participation Agreements, the Power
Sales Agreements, the Transmission Services Agreements, the joint ownership
agreements, any asset purchase agreement or purchase and sale agreement in
connection with the acquisition, purchase or procurement of any renewable
resource or associated facility forming part of a project or any Project Element,
any power purchase agreement associated with a project or any Project Element,
any agreement addressing the scheduling or tagging of any energy associated with
a project or any Project Element, any agreement addressing entitlement to or
transfer of renewable attributes or addressing any renewable certifications,
designations, characterizations or nominations relating to any energy associated
with a project or any Project Element, any agreement relating to the dispatching,
interconnection, transmission or delivery of energy associated with any project or
Project Element from the point or points of generation to the point or points of
delivery as determined by the Coordinating Committee, any agreement relating to
storage of energy or equipment, facility maintenance or operation of any project
Phase II Renewable Development Agreement
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or Project Element, and any other agreement or agreements designated as a
Project Agreement by the Coordinating Committee.
4.29 Project Element. Any Renewable Electric Energy Resource or any of the various
SCPPA wind, geothermal, biomass, landfill, solar or other subprojects which form
a discrete component within the Project as setforth by way of example in Exhibit
A, or which may qualify as a renewable project under Participant's renewable
portfolio standard, or as may hereafter be approved for Acquisition with respect to
a Participant by action of the Participant's Project Representative and Contract
Administrator or otherwise by approval of the Coordinating Committee or Board
of Directors or as otherwise provided herein. A Project Element may also entail
procurement, construction, obtainment or creation of new transmission paths,
facilities and equipment or upgrading of existing. transmissions paths, facilities
and equipment (whether physical, virtual or otherwise) any interconnections or
interconnection arrangements, or any means of transmission congestion
remediation which may accommodate the transmission of energy from Renewable
Electric Energy Generation Resources. Project Elements may be added to or
deleted from this Agreement with respect to a Participant by action of the
Participant's Project Representative and Contract Administrator or otherwise with
the approval of the Coordinating Committee or the Board of Directors.
4.30 Project Element Determination. "Project Element Determination" means any
matter involving a question pertinent to the studying, investigating, planning,
financing, engaging, developing, acquiring, constructing, reconstructing,
Phase lI Renewable Development Agreement
operating, mitigating, maintaining, administering, managing, improving,
enlarging, or bettering of a Project Element_
4.31 Project Element Participant: An entity sharing in the cost in the manner set forth
herein, and participating in a specific Project Element development pursuant to
this Agreement or the Phase I Agreement. Project Element Participants and their
respective corresponding Project Elements are set forth in Exhibit A herein, which
exhibit may be amended or supplemented from time to time to reflect changes in
participation, changes in participants or changes in participant shares with respect
to any Project Element or changes in Entitlement Share with respect to any
participant and/or with respect to any Project Element.
4.32 Project Manager. The entity appointed or designated as such pursuant to the
provisions in Section 5 hereof.
4.33 Project Matter. The term, "Project Matter" shall mean a matter for decision by
the Board of Directors involving a question pertinent to the studying, planning,
financing, developing, acquiring, constructing, reconstructing, improving,
enlarging, bettering, operating or maintaining of a Project as to which there shall
be one or more Project Contracts as defined in the Joint Powers Agreement.
4.34 Prudent Utility Practice. Any of the practices, methods and acts, which, in the
exercise of reasonable judgment in the light of the facts (including but not limited
to the practices, methods and acts engaged in or approved by a significant portion
of the electrical utility industry or approved by the governing body that
establishes the standards or recommendations of the particular area of science or
Phase Il Renewable Development Agreement
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industry practice prior thereto) known at the time the decision was made, would
have been expected to accomplish the desired result at the lowest reasonable cost
consistent with good business practices, reliability, safety and expedition, taking
into account the anticipated design and operational characteristics of the Project
and the fact that Prudent Utility Practice is not intended to be limited to the
optimum practice, methods or acts to the exclusion of all others, but rather to be a
spectnun of possible practices, methods or acts which could have been expected
to accomplish the desired result at the lowest reasonable cost consistent with
reliability, safety and expedition. Prudent Utility Practice includes due regard for
manufacturers' warranties and requirements of governmental agencies of
competent jurisdiction and shall apply not only to functional parts of the Project,
but also to appropriate structures, landscaping, painting, signs, lighting, other
facilities and public relations programs reasonably designed to promote public
enjoyment, understanding and acceptance of the Project.
4.35 Renewable Development Work. All activities necessary or desirable to (i)
determine the scope and extent of any Project Element and determine and develop
those documents, instruments, agreements or arrangements necessary or desirable
to achieve the agreed upon structure of any Project Element, (ii) determine the
particular renewable resources and related facilities to be acquired and the
structure of the Acquisitions, (iii) determine the nature of the participation
structure, (iv) perform legal work, investigative and due diligence work, site
studies, meteorological, geological, heliographical, diurnal, geophysical,
engineering or environmental studies or work, or any other reviewing, regulatory,
Phase II Renewable Development Agreement
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permitting, licensing or entitlement work as may be required for any Project
Element, (v) draft and negotiate all contracts necessary or appropriate or as may
otherwise be required to carry forth any Project Element, (vi) perform Power
Sales Agreement/Transmission Services Agreement Work, (vii) perform any
transmission, interconnection or congestion studies as may be required by any
Project Element, (viii) estimate the cost to and of all Project Elements for any
proposed Acquisition, purchase or procurement, as appropriate, of associated
renewable resources and related facilities, (ix) estimate the cost to the Project and
all Project Elements of any transmission or interconnection proposals associated
with any Project Element, (x) estimate the cost of any new or upgraded
transmission paths or any other transmission congestion remediation measures
associated with the Project or any Project Element, (xi) perform any Financing
Work, (xi) estimate the proposed schedule for the overall Project and for all
Project Elements and the anticipated schedules for any proposed Acquisition,
purchase or procurement, as appropriate, of associated renewable resources and
related facilities, (xii) estimate the proposed schedule for any Acquisition
involving any transmission related resource and the proposed schedule for any
new or upgraded transmission path or other transmission congestion remediation
measure associated with the Project or any Project Element, (xiii) obtain the
appropriate permits, entitlements, licenses and approvals, (xiv) take all necessary
or desirable actions relating any other appropriate pre -acquisition measures
associated with the Project or any Project Element, (xv) identify potential
corridors, interconnections, transmission paths and points of delivery for energy
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and capacity associated with any Project Element and address issues -relating to
providing transmission, interconnection services, scheduling, dispatching and
delivery to Participants, and (xvi) perform any other service or activity related to
the Project or any Project Element as determined by the Coordinating Committee
which is consistent with this Agreement and any budget approved by the
Coordinating Committee.
4.36 Renewable Development Work Costs. All costs and expenses necessary or
desirable to carry forth or complete Renewable Development Work and all costs
as further described in Section 6.3 hereof.
4.37 Renewable Development Work Cost Share. With respect to any Participant, its
percentage share of Renewable Development Work Costs as set forth on Exhibit
A hereto, as such shares may be adjusted pursuant to Sections 4, 6, 8, 10, 11, 14,
17 and 19 herein. The fraction of all costs of all Project Elements created by
posing the cumulative total of Participant's costs in all Project Elements in which
Participant is a Project Element Participant as the numerator of such fraction with
the cumulative total of all costs of all Participants in all Project Elements
representing the denominator of such a fraction is the proportionate share which a
Participant has in the Project.
4.38 Renewable Electric Energy Generation Resource. A source of energy which
meets the definition of an "eligible renewable energy resource" under California
law or which satisfies the requirements necessary to be included in a Participant's
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Renewable Portfolio Standard or which otherwise satisfies a Particpant's
renewable energy goals.
4.39 Renewable Electric Energy Resource. A Renewable Electric Energy Generation
Resource, a Renewable Electric Energy Transmission Resource or a Renewable
Electric Energy Storage Resource.
4.40 Renewable Electric Energy Resource Project. Renewable Electric Energy
Resource Project is described in Sections 2.10, 2.11 and 2.12 herein.
4.41 Renewable Electric Energy Storage Resource. A storage resource that can be
utilized to store Renewable Electric Energy or other energy resources for
utilization at a later period in time.
4.42 Renewable Electric Energy 'Transmission Resource. A resource which can be
utilized to transmit electric energy or to facilitate or direct the transmission or
movement of electric energy from a Renewable Electric Energy Generation
Resource or other energy resource, and includes, without limitation,
interconnections, transmission lines, interties, substations, switchyards, switching
stations and other resources used in directing and moving electric energy.
4.43 Renewable Portfolio Standard. The formal pronouncement issued by or on behalf
of a Participant, or which may otherwise be applicable to a Participant, describing
its renewable energy goals or requirements as the same may be modified or
amended from time to time. A Participant's Renewable Portfolio Standard may
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also be referred to from time to time as its renewable portfolios standard or as its
RPS.
4.44 Required Concurrence. The affirmative vote of more than one half, numerically,
of the Participants participating in the Project Element to which the vote pertains,
who, in addition, represent greater than sixty percent (60%) of the Entitlement
Shares in the Project Element to which the vote pertains.
4.45 Transmission Services Agreement. The agreement or agreements which will
provide for SCPPA's ownership, interest, rights or entitlement or other form of
participation in the proposed SCPPA transmission project and the respective
rights and obligations of the Parties with respect to such project. As determined
by the Board of Directors and the participants in the proposed project, the
Transmission Services Agreement may provide, among other things, for the
financing, construction, operation, maintenance or decommissioning of the
project or Project Element.
5. PROJECT MANAGER.
5.1 Appointment. SCPPA or its designee shall act as Project Manager under this
Agreement. Unless LADWP declines to be Project Manager or fails to take
action to determine whether it desires or elects to be Project Manager, or unless
SCPPA and the LADWP shall agree otherwise, SCPPA may appoint, designate
and authorize LADWP to be the Project Manager to carry out, as agent for and on
behalf of SCPPA and SCPPA members participating in Phase I and Phase II, and
as principal on its own behalf, the Renewable Development Work in accordance
Phase II Renewable Development Agreement
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with this Agreement. Should LADWP act as Project Manager under this
Agreement, unless SCPPA and LADWP shall agree otherwise, LADWP shall
continue as Project Manager for Phase I and Phase II so long as SCPPA members
continue to participate in Phase I or Phase II and so long as Phase I and Phase II
or either of them continue as an active SCPPA Project. Notwithstanding the
forgoing, in the event LADWP becomes the Project Manager either SCPPA or
LADWP may terminate LADWP's services as Project Manager upon two (2)
years written notice.
5.2 Term. Unless SCPPA and the Project Manager shall mutually agree otherwise, or
unless otherwise provided in this Agreement, the Project Manager shall serve in
the capacity of Project Manager as provided herein, during the term of and
pursuant to this Agreement for so long as this Agreement is in effect.
5.3 Authority of the Project Manager. Subject to the express limitations of this
Agreement, the Project Manager is authorized, in its discretion, in the
performance of Renewable Development Work, to incur costs, liabilities and
obligations and to perform and arrange for the performance of Renewable
Development Work. The Project Manager may perform Renewable Development
Work through its own employees, other SCPPA members, consultants,
contractors or otherwise. To assist the Project Manager in its responsibilities, at
the Project Manager's request, SCPPA and Participant will endeavor to furnish
such further information as may be reasonably available from other members
touching upon or relating to tasks or responsibilities as may confront the Project
Manager, which the Project Manager may reasonably find useful in performing
Phase II Renewable Development Agreement
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Renewable Development Work and/or to meet the requirements of regulatory
agencies having jurisdiction over the Project, any Project Element or any part
thereof. In the execution of Renewable Development Work, the Project Manager
is authorized to exercise those SCPPA powers as may be reasonably necessary to
carry forth such work as are vested in SCPPA pursuant to the Act and its Joint
Powers Agreement as agent for SCPPA to carry forth the objectives set forth
herein.
5.4 Duties and Responsibilities of the Project Manager. The Parties hereto
acknowledge that a principal purpose of this Agreement is to continue Renewable
Development Work which may have been commenced pursuant to the Phase I
Agreement so that this work can be brought to consummation and also to continue
to investigate such additional potential Project Elements as may materially assist
the Participants in meeting their required RPS goals. The Participants and the
Project Manager desire to fully cooperate in these efforts to obtain a seamless
cooperative working relationship eventuating in the successful accomplishment of
meaningful Acquisitions for all Participants and culminating in the fulfillment of
those RPS goals as may be accomplished through this Agreement. Subject to the
provisions of Section 10 hereof, the duties and responsibilities of the Project
Manager in performing Renewable Development Work or in incurring Pre -
Operation Costs, as applicable, under this Agreement shall include but not be
limited to:
5.4.1 .Obtaining appropriate leases, permits, licenses, entitlements, clearances,
rights, certifications and approvals, including such state, county, city or
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other local approvals as may be necessary or appropriate to the Project and
any Project Element and, prior to obtaining same, identifying all major
governmental, regulatory, permitting or contractual conditions proposed to
be imposed with respect to such leases, permits, licenses, entitlements,
clearances, rights, certifications and approvals, which conditions shall be
agreed upon by the Coordinating Committee.
5.4.2 Identifying and reporting on renewable resource options and identifying
vendors and contractor supply options or other alternatives with respect to
any Project Element.
5.4.3 Identifying any environmental, pollution or contaminant costs and any
mitigation measures (i) that will be required by, or which may be expected
to be applicable to, any Project Element and/or (ii) that the Project
Manager recommends, if any, should be incurred as part of Pre -Operation
Costs.
5.4.4 Developing a Project plan including, among other things a breakdown
with respect to each Project Element of Project cost estimates and
developing schedules and arrangements for delivery of the Project output
of each Project Element.
5.4.5 Promptly informing and consulting with the Coordinating Committee and,
when appropriate, the Board of Directors, regarding significant factors or
events which may affect, or have affected, Renewable Development
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Work, Renewable Development Work Costs, Pre -Operation Costs, any
schedules relating to any Project Elements.
5.4.6 Submitting, to the Coordinating Committee at mutually agreed times a
status report to reflect the progress of Renewable Development Work and
the incurrence of Pre -Operation Costs and any necessary or desirable
revisions to the schedule.
5.4.7 Recommending to the Coordinating Committee for its review and
approval, the plans, cost estimates and schedules for Acquisition of each
renewable resource or of renewable resources and related facilities to be
acquired as part of any Project Element, and recommending to the
Coordinating Committee for its review and approval the plans, cost
estimates and schedules for development, construction or otherwise for the
implementation of any Project Element.
5.4.8 Preparing and submitting to SCPPA for its review and approval budget
revisions for Renewable Development Work Costs and any proposals or
revisions for the proposed incurrence of Pre -Operation Costs.
5.4.9 Notifying and invoicing, or causing to be notified and invoiced, each
Participant at least thirty (30) days prior to the beginning of a given
month, of its share of Estimated Monthly Renewable Development Work
Costs; or Renewable Development Work Costs which may be due, as
applicable, during said month and adjusting, or causing to be adjusted, the
amount of money invoiced each month for Renewable Development Work
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Costs to reflect variations between the prior recorded costs for Renewable
Development Work and amounts received from Participants for
Renewable
Development Work.
Notwithstanding
the foregoing, with
respect to
the first invoice
for Estimated
Monthly Renewable
Development Work Costs (which invoice may also include the balance of
the month or months following the effective date of this Agreement), such
invoice shall be sent immediately following the effective date of this
Agreement and shall be payable by the Participants within twenty days or
by the twenty fifth day of the month, whichever shall be later, after receipt
of such invoice. Notwithstanding the forgoing, however, the Board of
Directors may, by resolution, authorize or prescribe other billing,
payment, costing and cost reconciliation mechanisms to address such
billing, payment, costing and cost reconciliation issues as may from time
to time arise with respect to the Project.
5.4.10 Expending, or causing to be expended, the funds provided for Renewable
Development Work Costs and Pre -Operation Costs in accordance with this
Agreement.
5.4.11 Arranging and negotiating contracts for furnishing, purchasing, procuring,
acquiring and obtaining from any source it may select (including any
Party), engineering, architectural, construction, legal, environmental,
regulatory, financial, accounting and other services necessary or desirable
for the performance and completion of Renewable Development Work
Phase II Renewable Development Agreement
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and the performance or completion of work relating to Pre -Operation
Costs.
5.4.12 Arranging and negotiating contracts for the financing of any costs
associated with any Project Element as directed by the Coordinating
Committee.
5.4.13 Administering, performing and enforcing contracts entered into for
Renewable Development Work and entered into relating to Pre -Operation
Costs and furnishing conformed copies of such contracts as requested by
any representative on the Coordinating Committee.
5.4.14 Complying with any and all laws and regulations applicable to the
performance of Renewable Development Work and to the incurrence of
Pre -Operation Costs.
5.4.15 Keeping and maintaining, or causing to be kept and maintained, records of
moneys received and expended, obligations incurred, credits accrued, and
maintaining or causing to be maintained for auditing by SCPPA or any
auditor selected pursuant to Section 6.6 or Section 6.7 hereof, those
accounting records used by the Project Manager or SCPPA, as applicable,
pertaining to financial and statistical data for Renewable Development
Work and for the incurrence of Pre -Operation Costs.
5.4.16 Preparing and submitting, or causing to be prepared and submitted, to the
Board of Directors each calendar quarter after the date of this Agreement
Phase.II Renewable Development Agreement
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a cost report which shall be developed from the, records kept and
maintained pursuant to Section 5.4.15 hereof and which shall include both
the accumulated total disbursements for each work activity category from
the beginning of Renewable Development Work, including a comparison
to the most recently approved Renewable Development Work budget, Pre -
Operation Costs incurred and a reconciliation of payments to date for
Renewable Development Work Costs and Pre -Operation Costs to the total
disbursements to date for Renewable Development Work Costs and Pre -
Operation Costs, respectively.
5.4.17 Enforcing all claims against contractors, subcontractors, suppliers,
consultants and others arising out of Renewable Development Work or
relating to Pre -Operation Costs.
5.4.18 At the request of SCPPA, providing reasonably available assistance and
furnishing information that it has relating to Renewable Development
Work or to Pre -Operation Costs.
5.4.19 . Preparing a final completion report for SCPPA upon termination of this
Agreement or completion of an applicable Project Element, which shall
include studies performed, summaries of executed Project contracts, and a
final cost report for Renewable Development Work and Pre -Operation
Costs.
5.4.20 Not permitting any unsatisfied liens arising , out of Renewable
Development Work or the incurrence of Pre -Operation Costs to remain in
Phase II Renewable Development Agreement
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effect other than liens for taxes or assessments not yet delinquent, liens for
workers' compensation awards and liens for labor and material not yet
perfected, provided that the Project Manager shall not be required to pay
or discharge any such lien as long as the Project Manager is contesting
such lien in good faith.
5.4.21 Assisting in the negotiations for and preparing all Project Agreements.
5.4.22 Providing for the orderly administration of meetings of the Coordinating
Committee and maintaining the agenda, records and minutes thereof.
5.4.23 Determining the advisability of incurring Pre -Operation Costs and
recommending to the Board of Directors the incurrence of Pre -Operation
Costs.
5.4.24 Upon termination of this Agreement pursuant to Section 22.2.2 hereof or
upon a determination by the Coordinating Committee not to proceed with
construction of a Project Element (a) selling, at such time as directed by
the Coordinating Committee and to such party or parties as approved by
the Coordinating Committee, any and all equipment, goods or other assets
relating to the Project Element (including options to purchase any of
same) the costs of which were Renewable Development Costs or Pre- .
Operation Costs and (b) promptly distributing the proceeds thereof (less
any costs which may be owing by a Project Element Participant with
respect thereto and any costs incurred in connection with the sale thereof)
to each respective Project Element Participant in proportion to the
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proportionate contributed share of the Pre -Operation Costs and Renewable
Development Work Costs of the Project Element by the Project Element
Participants.
5.4.25 Procuring and maintaining in force, insurance coverage for Renewable
Development Work in such form and amounts as the Project Manager, the
Coordinating Committee, or, as applicable, the Board of Directors may
deem to be necessary or desirable.
5.4.26 Conducting all other activities deemed necessary or desirable to complete
Renewable Development Work and to complete work relating to the
incurrence of Pre -Operation Costs and performing such other functions
and duties as may be assigned to it by the SCPPA, but in any event in a
manner consistent with this Agreement.
5.5 No Warranty for Project Manager Services. If a Participant serves as Project
Manager, all services provided by said Project Manager are provided on an "as is"
basis, and Project Manager disclaims all warranties, express or implied, statutory
or otherwise, including, without limitation, any implied warranties of
merchantability or fitness for a particular purpose.
5.6 Indemnification of Project Manager. If a Participant serves as Project Manager,
in its capacity as Project Manager under this Agreement, Project Manager shall be
entitled to indemnification by SCPPA as set forth herein. SCPPA shall indemnify
and hold harmless Project Manager, its board, officers, employees, and the
employees of the governmental entity of which the Project Manager is a part,
Phase II Renewable Development Agreement
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past, present or future (collectively, "Project Manager Indemnitees") from and
against any and all claims, demands, liabilities, obligations, losses, damages
(whether direct, indirect or consequential), penalties, actions, loss of profits,
judgments, orders, suits, costs, expenses (including attorneys' fees and expenses)
or disbursements of any kind or nature whatsoever in law, equity or otherwise
(including, without limitation, death, bodily injury or personal injury to any
person or damage or destruction to any property of Project Manager, SCPPA or
third persons) (collectively, "Losses") arising by reason of any actions, inactions,
errors or omissions incident to the performance of this Agreement (excluding
gross negligence or willful misconduct which, unless otherwise agreed to by the
Parties, are both to be determined and established by a court of competent
jurisdiction in a final, nonappealable order) on the part of Project Manager
Indemnitees. At Project Manager's option, SCPPA shall defend Project Manager
Indemnitees from and against any and all Losses. If SCPPA, with Project
Manager's consent, defends any Project Manager Indemnitee, Project Manager
and Project Manager's City Attorney's Office (or other appropriate Project
Manager counsel or authority, as appropriate) shall approve the selection of
counsel, and Project Manager shall, further approve any settlement or disposition,
such approval not to be unreasonably withheld. For the avoidance of doubt,
nothing in this Section 5.6 or in any other provision of this Agreement shall affect
the Project Manager's obligation in its capacity as a Project Participant or Project
Element Participant including Project Elements in which it serves as the Project
Manager to make any and all payments in accordance with the first two sentences
Phase II Renewable Development Agreement
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in Section 10.2 of this Agreement and Section 2.24 of this Agreement or to pay
any other amounts or costs required to be paid by it under this Agreement.
6. RENEWABLE DEVELOPMENT WORK BUDGET, SCHEDULE: COSTS; AND
AUDITS.
6.1 Initial Budget, Subsequent Budgets, Not to Exceed Costs. The Coordinating
Committee or the Project Representative and Contract Administrator, may, as it
shall deem appropriate, approve such initial budgets and subsequent budgets as
may be necessary to track costs associated with any Project Element. The budget
may be structured in a way which sets forth separate specific budgets or budget
categories for each Project Element for which the Project Representative and
Contract Administrator desires to proceed forward or incur any costs. The budget
or budgets so implemented shall be developed with the participation of SCPPA,
the Participant and the other applicable Participants in the Renewable
Development Project to address Renewable Development Work Costs and Pre -
Operation Costs. Modification of such budgets or any subsequently revised
budget shall be subject to review and approval by the Coordinating Committee,
the Project Representative and Contract Administrator, or the Board of Directors,
as may be applicable. Costs under this Agreement shall not exceed five million
four hundred thousand dollars ($5,400,000.00) without a further amendment of
this agreement between SCPPA and the Participant which is signatory to this
Agreement. For avoidance of doubt, however, for purposes of this Section 6.1
costs which are subsumed or otherwise covered under, or returned to a Project
Element Participant by way of, a Power Sales Agreement, a Transmission
Phase II Renewable Development Agreement
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Services Agreement or a Participation Agreement relating to or associated with a
Project Element shall be considered costs under that Power Sales Agreement,
Transmission Services Agreement or Participation Agreement, respectively, and
shall not be considered a cost under the associated Project Element through this
Agreement. In the absence of a budget or other billing mechanism relating to a
Project Element, the Project Element"Participants in such a Project Element may
be billed for the Renewable Development Work Costs or Pre -Operation Costs
pertaining to such a Project Element at such times as such costs are incurred
pursuant to the same monthly project billing methodology which SCPPA employs
and under which SCPPA members are billed with respect to other SCPPA
projects and programs.
6.2 Initial Schedule. The Parties shall develop an initial schedule for Renewable
Development Work and the incurrence of Pre -Operation Costs. Such schedule
shall specify the overall schedule agreed to by the Parties with any specific
Project Element and its associated Renewable Development Work and the work
associated . with the incurrence of Pre -Operation Costs indicated therein.
Modification of such schedule or any subsequently revised schedule shall be
subject to review and approval by the Coordinating Committee.
6.3 Renewable Development Work Costs. Renewable Development Work Costs
shall include:
6.3.1 All costs of services, transportation, studies, and engineering,
architectural, construction, legal, environmental, regulatory, financial,
Phase II Renewable Development Agreement
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accounting and other services necessary or desirable for the
performance and completion of Renewable Development Work and the
performance and completion of work relating to Pre -Operation Costs,
performed by the Project Manager in its capacity as Project Manager or
by any other person or entity, in connection with this Agreement and
approved by the Project Manager (including, but not limited to, costs
for Renewable Development Work incurred but not paid prior to the
effective date of this Agreement).
6.3.2 Payroll and other expenses of Project Manager's employees while
performing work in connection with this Agreement, including
applicable overhead costs.and labor loading charges, including but not
limited to time off allowances, payroll taxes, workers' compensation
insurance, retirement and death benefits and other employee benefits.
Labor loading shall be in conformance with the Project Manager's in-
house rates as adjusted from time to time.
6.3.3 Applicable costs of materials, supplies, services and apparatus used in
connection with this Agreement.
6.3.4 All costs incurred with respect to Pre -Operation Costs that are incurred
prior to the execution, if applicable, of any separate agreement pursuant
to which Pre -Operation Costs would otherwise be paid.
Phase II Renewable Development Agreement
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6.3.5 Federal, state, and local taxes, payments in lieu of taxes, and permit,
entitlement, license, certification, and approval -related fees of any
character arising out of the performance of this Agreement.
6.3.6 All costs for Renewable Development Work insurance in such form
and amounts, as determined by the Project Manager or the Board of
Directors.
6.3.7 All costs of the Project Manager, including payments made out of the
self-insurance fund, if any, of the Project Manager, and to the extent
not initially provided for by insurance, of discharging or paying any
liability and loss, damage and expense, including costs and expenses
for attorneys' fees, and other costs of defending, settling or otherwise
administering claims, liabilities or losses arising out of workers'
compensation or employers' liability claims or by reason of property
I
damage or injuries to or death of any person or persons or by reason of
claims of any and every character resulting from, arising out of or
connected with the performance of the Renewable Development Work,
whether wholly or partially by the negligence of the Project Manager or
its respective employees or agents, including without limitation and by
way of example, any indemnity provided to Project Manager in Section
5.6.
6.3.8 The Project Manager's administrative and general expenses to cover
services in the performance of Renewable Development Work and
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administrative and general expenses incurred by the Project Manager in
connection with services regarding the incurrence or proposed
incurrence of Pre -Operation Costs.
6.3.9 The costs arising out of the issuance of and administration of any
request for proposal process undertaken for the purpose of identifying
potential renewable energy projects or otherwise initiating Renewable
Development Work for any proposed renewable energy project.
6.3.10 The cost of pursuing any legal action or defending against any action
associated with or arising out of any Renewable Development Work,
including but not limited to all costs incurred by SCPPA in connection
with or in carrying out the provisions of Section 14.1.
6.3.11 All costs relating to the preparation and drafting of Power Sales
Agreements, Transmission Services Agreements or Participation
Agreements on behalf of Project Element Participants identified in
Exhibit A hereto, whether performed by the Project Manager in its
capacity as Project Manager or by SCPPA or any other person or.entity,
in connection with this Project or any Project Element.
6.3.12 The cost of any audit carried out under or pursuant to the terms of this
Agreement.
6.3.13 All out-of-pocket expenses relating to Renewable Development Work.
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6.4 Renewable Development Work Cost Share. Unless otherwise provided by way
of this Agreement Participant shall pay its Renewable Development Work Cost
Share of all its costs of Renewable Development Work, Financing Work and Pre -
Operation Costs in accordance with this Agreement.
6.5 Costs or Expenses Incurred for Sole Benefit of Purchaser. Notwithstanding
anything to the contrary in this Agreement, if a particular cost or expense is
incurred by SCPPA for the sole benefit of Participant, unless otherwise
determined by the Coordinating Committee, then such cost or expense shall be
allocated only to Participant, in which event only Participant (and no other
participating. entity in the Renewable Development Project) shall be responsible
for the payment thereof under this Agreement.
6.6 Final Audit of Renewable Development Work Costs and Pre -Operation Costs.
Should the Project Manager and SCPPA deem it appropriate or advisable the
Parties may cause to be conducted a final audit of all Renewable Development
Work Costs and Pre -Operation Costs, including Renewable Development Work
Costs incurred prior to the effective date of this. Agreement, upon determination
that the Renewable Development Work (or substantially all of the Renewable.
Development Work) is complete or upon termination of this Agreement. Within
thirty (30) days following completion of the final audit, a report of total audited
costs expended under this Agreement may be submitted by the Project Manager to
the Board of Directors.
Phase Il Renewable Development Agreement
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6.7 Interim Audit of Renewable Development Work Costs and Pre -Operation Costs.
Should the Board of Directors deem it advisable it may cause to be conducted one
or more interim audits of all Renewable Development Work Costs and. Pre -
Operation Costs expended to the date of the interim audit, including Renewable
Development Work Costs and Pre -Operation Costs incurred prior to the effective
date of this Agreement:
7. PAYMENT OF RENEWABLE DEVELOPMENT WORK COSTS AND PRE -
OPERATION COSTS.
7.1 Payment of Costs. Except as may be otherwise provided herein, or by way of a
separate resolution of the Board of Directors, by the twenty fifth (25th) day of the
month or within twenty (20) days after receipt of an invoice for Renewable
Development Work Costs furnished pursuant to the provisions of this Agreement,
whichever is later, Participant shall pay to SCPPA its Estimated Monthly
Renewable Development Work Costs and its Renewable Development Work
Costs, as the same may be applicable and which may be due., All such amounts so
paid may be expended by the Project Manager for Renewable Development Work
in accordance with the terms of this Agreement. Within twenty (20) days after
receipt of an invoice for Pre -Operation Costs furnished pursuant to this
Agreement, Participant shall pay to SCPPA the amount of Pre -Operation Costs so
invoiced. All such amounts so paid may be expended by the Project Manager for
Pre -Operation costs in accordance with the terms of this Agreement. Should a
Participant elect to pay any cost of its proportionate share of any Project Element
Phase II Renewable Development Agreement
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by way of payment through the Phase I Agreement, then such cost shall not be
billed or payable under this Agreement.
7.2 Pavment of Invoices. Participant shall make payment of invoices which are billed
for the costs, expenses, liabilities and obligations of the Project including
Renewable Development Work Costs and Pre -Operation Costs, to SCPPA, at the
following address:
Southern California Public Power Authority
1160 Nicole Court
Glendora, California 91740
SCPPA shall deposit all such payments made to it in a separate account. All
payments from such account shall be made by SCPPA upon the direction of the
Project Manager (or its agent) or as otherwise authorized by the Executive
Director or the Board of Directors.
7.3 Disputed Invoices. If any portion of an invoice is disputed, the total invoice,
including the disputed amount, shall be paid to SCPPA when due and under.
protest. If the disputed amount is found by SCPPA to be validly disputed and
proven to be incorrectly invoiced such incorrectly invoiced amount shall be
promptly refunded to the Participant. Payments not made under protest shall be
deemed to be correct, except to the extent audits may reveal overpayments or
underpayments by Participant.
7.4 Adjustments to Billings. Adjustments to billings resulting from an audit
described in Section 8.3 hereof shall be made within thirty (30) days of resolution.
Phase II Renewable Development Agreement
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7.5 Incurrence of Pre -Operation. Costs. The Project Manager is authorized to incur
Pre -Operation Costs in support of a specific Project Element in a manner and to
the extent authorized by a determination of the Coordinating Committee which is
reflected in its minutes or by a Resolution of the Board of Directors. Pre -
Operation Costs shall be separately accounted for but shall be billed as part of the
Renewable Development Work Costs.
7.6 Other or Additional Cost Reconciliation Mechanisms. The Board of Directors
may, by resolution, authorize or prescribe other billing, payment, costing and cost
reconciliation mechanisms to address such billing, payment, costing and cost
reconciliation issues as may from time to time arise with respect to the Project.
8. COORDINATING COMMITTEE.
8.1 Formation. There may be established under this Agreement, in the discretion of
each Participant's Project Representative and Contract Administrator, a
Coordinating Committee to provide management direction for the Project
Manager and to secure the effective cooperation and interchange of information
among the Parties in connection with the incurrence of Pre -Operation Costs and in
connection with various administrative, technical and other matters that may arise
from time to time associated with the Renewable Development Work and
Financing Work.
8.1.1 In the event a Coordinating Committee is established, each Participant
and SCPPA shall appoint a representative to the Coordinating
Committee and shall designate such representative within a reasonable
Phase II Renewable Development Agreement
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time (or within thirty days (30) days of any assignment pursuant to
Section 19 of this Agreement) by giving notice to the other Parties of
such designation. Each voting Party may, by giving notice to the other
Parties, designate an alternate to act as its representative on the
Coordinating Committee in the absence of the regular member or to act
on specified occasions with respect to specified matters; such notice to
be effective, however, only if given at least one day prior to the first
meeting of the Coordinating Committee at which such alternate shall
attend. The Chairperson of the Coordinating Committee shall be the
representative of the Project Manager. Such Chairperson shall be
responsible for calling and.presiding over meetings of the Coordinating
Committee. The Chairperson may call a meeting of the Coordinating
Committee at the request of any representative on the Coordinating
Committee. The Chairperson shall promptly call a meeting of the
Coordinating Committee at the request of representatives on the
Coordinating Committee, or their designated alternates, who are
entitled in the aggregate, to votes totaling the number of votes required
to take action on the matter before the Coordinating Committee.
Notwithstanding anything to the contrary in this Agreement, the
representative of SCPPA on the Coordinating Committee shall not be
entitled to vote on any matter.
8.1.2 Each member of the Coordinating Committee shall only be entitled to
vote with respect to those Project Elements in which the member is a
Phase II Renewable Development Agreement
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Project Element Participant. Votes on matters which affect the Project
as a whole or which are otherwise within the jurisdiction of the Board
of Directors shall be voted on by the Board of Directors in accordance
with the provisions of Section 9 of this Agreement. Each Project
Element Participant shall have a weighted vote in proportion to its
Entitlement Share in the particular Project Element to which the vote is
addressed. Should a Coordinating Committee decision address the
Project as a whole as opposed to a Project Element or Project Elements
each Participant represented on the Coordinating Committee shall be
entitled to a weighted vote equal to the proportion which the
Entitlement Shares belonging to that Participant in all Project Elements
bears to the sum of all Participant Entitlement Shares in all Project
Elements. In addition to any other voting requirements imposed by this
Agreement all actions or decisions by the Coordinating Committee with
respect to Renewable Development Work concerning the Project or any
Project Element shall be by agreement of at least the Required
Concurrence of the applicable Participants or Project Element
Participants entitled to vote on the matter based on the Renewable
Development Work Cost shares as set forth in Exhibit A. Any vote of
the Coordinating Committee may be taken in an assembled meeting or
by telephone, facsimile transmission, telegraph, telex, letter or by any
combination thereof, to the extent permitted by law, provided that if
taken by telephone, a written record shall thereafter be made as soon as
Phase II Renewable Development Agreement
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possible by the Chairperson of the Coordinating Committee or by the
person designated by the Chairperson to make such record. If a
Participant is sixty (60) days or more delinquent in its payment of
Renewable Development Work Costs or Pre -Operation Costs its
representative on the Coordinating Committee, at the discretion of the
remaining Coordinating Committee members in good standing, shall
not be entitled to vote.for so long as such delinquency continues, and
all votes taken while such delinquency continues shall be adjusted to
eliminate the voting percentage of the Participant in default.
8.1.3 Each Party shall promptly give notice to the other Parties participating
in Phase I or Phase II of any change in the designation of its
representative or alternate representative on the Coordinating
Committee and any other committee. Any such notice shall be
effective if given at least one day prior to the first meeting of the
Coordinating Committee or other committee at which such new
representative or alternate representative will attend.
8.2 Duties and Responsibilities of the Coordinating Committee. The Coordinating
Committee may meet at such times and locations as the Participants shall deem
advisable, and the Coordinating Committee or the Board of Directors, as
applicable, shall have the following duties and responsibilities, among others:
8.2..1 Monitor the continuation and completion of Renewable Development
Work and Financing Work.
Phase II Renewable Development Agreement
48 -
8.2.2 Provide liaison among the Parties and the Project Manager with respect
to Renewable Development Work and Financing Work.
8.2.3 Exercise general supervision over the committees established pursuant
to Section 8.4 herein.
8.2.4 Review, discuss and attempt to resolve any disputes relating to the
Project or any Project Element among Parties or among Parties and the
Project Manager.
8.2.5 Make recommendations to the Project Manager with respect to
Renewable Development Work and Financing Work.
8.2.6 Review written statistical and administrative reports and information
and other similar reports and records furnished to the Coordinating
Committee by the Project Manager.
8.2.7 Review and take such action as is appropriate with respect to all
proposed budget revisions prepared and submitted by the Project
Manager.
8.2.8 Review and act upon revisions recommended by the Project Manager
with respect to the description of the Project and the description of each
Project Element, which revisions shall be in accordance with Prudent
Utility Practice.
8.2.9 Review and act upon other recommendations of the Project Manager.
Phase II Renewable Development Agreement
8.2.10 Review and act upon all contracts or contract amendments negotiated
and arranged for by the Project Manager which relate to Renewable
Development Work or Financing Work,
8.2.11 Prepare, revise or otherwise act upon the minutes of meetings of the
Coordinating Committee.
8.2.12 Review and act upon all proposed amendments to this Agreement and,
if the Coordinating Committee approves such amendment or
amendments, provide for the forwarding of same to the Parties for their
consideration and, if necessary, their approval.
8.2.13 Review and act upon the Project schedules and cost estimates
8.2.14 Review and approve those Project Agreements and other agreements
for the retention of specialized services or consultants for the purpose
of carrying out Renewable Development Work and Financing Work.
8.2.15 Review and approve the form of each Project Agreement with respect
to the Project and each Project Element prior to the circulation thereof
for execution pursuant to Section 12 hereof.
8.2.16 Review and act . upon proposed renewable resource procurement
arrangements, purchases and acquisitions and any. Acquisition or
related facilities recommended by the Project Manager to be acquired
for any Project Element or by any Project Element Participants in
accordance with Prudent Utility Practice.
Phase II Renewable Development Agreement
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8.2.17 Determine, where deemed appropriate, such cost allocation related
matters and cost allocation questions as may arise upon the entry of a
new Project Element Participant or new Project Element Participants
into a Project Element.
8.2.18 Determine, where deemed appropriate, such cost allocation related
matters and cost allocation questions as may arise upon the departure or
withdrawal of any Project Element Participant or Participants from a
Project Element.
8.2.19 Review and act upon any litigation or potential litigation, including the
settlement thereof, relating to Renewable Development Work,
Financing Work or relating to the Project or any Project Element.
8.2.20 Meet or coordinate with such other SCPPA Committees as may be
appropriate to exchange information or coordinate work which may
touch upon matters of mutual interest.
8.2.21 Meet and coordinate and in appropriate cases decide upon and approve
revisions to the Project description.
8.2.22 Review, study, modify and approve as necessary the revisions of
Exhibit A, which may be necessary or appropriate to reflect the
revision of participation with respect to any Project Element by any
Project Element Participant, including revisions of Proposed
Production Capacities, Entitlement Shares, Development Work Cost
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Shares, as well as the entry or withdrawal of a Project Element
Participant with respect to any Project Element.
8.2.23 Arrange as necessary for the financing of the costs, as applicable, of
each Project Element (or of SCPPA's ownership interest therein) for
the Participants as identified on Exhibit A hereto.
8.2.24 Arrange as necessary for the financing of costs, as applicable, of each
Project Element for Participant(s) identified on Exhibit A hereto,
including the pledging of, and the imposition of a lien upon, the
amounts collected from such Participant(s) pursuant to this Agreement.
(other than amounts reimbursed to the Project Manager and SCPPA
pursuant to the provisions of this Agreement) for the purpose of
securing any obligation incurred by SCPPA or the Project Manager for
the purpose of paying such costs payable by the Participant(s)
identified in Exhibit A hereto.
8.2.25 Review and act upon the contracts arranged and negotiated by the
Project Manager pursuant to Section 5.4.12 herein.
8.2.26 Perform such other functions and duties as are reposed in it or assigned
to it by this Agreement.
8.3 Arranging for Audits. of Project Manager's Records. The Coordinating Committee
or the Board of Directors may arrange for audits of the books and cost records of
Phase II Renewable Development Agreement
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the Project Manager and any cost reimbursable consultant or contractor, relating
to the performance of Renewable Development Work,
8.4 Establishment of Other Committees. The Coordinating Committee or the Board
of Directors may establish other committees, including, but not limited to,
auditing, legal, financial, engineering, operating, insurance, environmental and
public information committees. The Coordinating Committee shall establish the
authority,
membership, rules
and
duties of
each committee, and
each
such
committee
shall be subject to
the
provisions
of this Agreement.
Each
such
committee shall be responsible to the Coordinating Committee.
8.5 Limited Authority of Coordinating Committee to Amend Agreement.
8.5.1 Exhibit A contained herein may be amended by the Coordinating
Committee, by the Board of Directors, or when applicable to a Project
Element in which Participant is participating by the Project
Representative and Contract Administrator, or as otherwise provided in
this Agreement toreflect revisions in participation, revisions in
generation or transmission shares, proportions, percentages or capacity,
the addition of new Project Elements or the deletion of previously
existing Project Elements. The budget with respect to any Project
Element approved by the Coordinating Committee or Board of
Directors may be amended by the Coordinating Committee or Board of
Directors or as otherwise provided in this Agreement. Any such
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amendment or addition to Exhibit A shall be supplied to Participant
upon request.
8.5.2 Except for those amendments which may be effectuated as specifically
otherwise provided under this Agreement, this Agreement may only be
amended as provided in Section 20.6. Except as otherwise provided
herein, neither the Coordinating Committee nor any of its appointed
committees shall have the authority to amend this Agreement.
8.6 Written Records to be Kent. Actions by the Coordinating Committee as required
by this Agreement shall be set forth in its minutes, except when made by
telephone pursuant to Section 8.1.2 and 8.1.3, as applicable, here, whereupon a
written record thereof shall be made thereafter as soon as possible as provided in
Section 8.1.2 and 8.1.3, as applicable, herein or as provided by law.
8.7 Costs Incurred by Representatives of Participants. Unless otherwise provided by
resolution of the Coordinating Committee or the Board of Directors, any expenses
incurred by the Project Representative and Contract Administrator, or incurred by
any representative of any Participant serving on the Coordinating Committee or
any other committee in connection with his or her duties on the Coordinating
Committee or any other committee shall be paid by the Participant and shall not
be included as Renewable Development Work Costs or Pre -Operation Costs.
9. ROLE OF PARTICIPANT. SCPPA AND THE BOARD OF DIRECTORS
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9.1 Project Matter Voting Methodology. The performance contemplated under this
Agreement and rights and obligations of SCPPA under this Agreement shall be
subject to the ultimate and supervening control of the Board of Directors. Actions
by the SCPPA Board of Directors with respect to a Project Element in which the
Participant is a Project Element Participant shall only be carried forth with
Participant's participation. Voting on Project Element Determinations with
respect to a Project Element which is proposed to become a SCPPA project shall
be conducted in accordance with the voting procedures set forth in the Joint
Powers Agreement. Participant will participate in the SCPPA Board of Directors
meetings with respect to any Project Element in which it is a Project Element
Participant and Participant will cooperate with SCPPA and the Board of Directors
to provide for effective interchange of information relating to such Project
Element to provide coordination on a prompt and orderly basis to SCPPA, in
connection with the various financial, administrative and technical matters which
may arise from time to time in connection with administration of Renewable
Development Work and Pre -Operation Costs affecting the Project Element. All
actions with respect to any Project Element or the Project as a whole taken by the
SCPPA Board of Directors shall be carried out in conformance with SCPPA's
Joint Powers Agreement, dated as of November 1, 1980, as amended.
9.2 Participant's Project Representative and Contract Administrator. In accordance
with the provisions of Section 24 herein, Participant may designate an individual
to act as the Project Representative and Contract Administrator who shall be
responsible for the ongoing exchange of information, coordination and
Phase II Renewable Development Agreement
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cooperation with SCPPA and such elections with respect to Project Elements
under this Agreement as may be necessary to carry out the Participants renewable
energy goals with respect to the Project. Participant may designate alternate
representatives by similar notice to act as alternates in place of or on behalf of its
regular Project Representative and Contract Administrator, in the absence of the
regular representative or to act on specified occasions with respect to specified
matters. Participant shall promptly give notice to SCPPA of any change in the
designation of its representative or alternate representative.
9.3 Duties and Responsibilities of the Board of Directors The actions carried forth
pursuant to this Agreement and the agreements associated with any Project
Element as well as the rights and obligations of SCPPA in relation to the
Participants under this Agreement or any agreement associated with ariy Project
Element and under other agreements and arrangements pertaining to ongoing
Phase I Project matters and Phase II Project matters, shall be subject to the
ultimate control at all times of the Board of Directors. The Board of Directors
shall have the following duties and responsibilities, among others:
9.3.1 The Board of Directors may, by resolution, authorize or prescribe
alternative billing, payment, costing and cost reconciliation
mechanisms as an alternative to the billing mechanisms otherwise
provided in this agreement, to address such billing, payment, costing
and cost reconciliation issues as may from time to time arise with
respect to the Project or with respect to any Project Element.
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9.3.2 To the extent provided by law, the Board of Directors may, by
resolution, act upon and approve the participation of additional .public
agencies as participants in the Phase II Project (which additional public
agencies, as applicable, may become Additional Parties under the terms
and conditions of an agreement which mirrors this agreement) and shall
have authority to approve any agreement with such an agency to carry
forth such participation.
9.3.3 Where appropriate, the Board of Directors may provide overview or
recommendations with respect to the progress of Renewable
Development Work.
9.3.4 When necessary or appropriate the Board of Directors may provide
liaison between SCPPA and the Project Manager and, where desirable
or appropriate, between the Participant and other SCPPA members with
respect to Renewable Development Work.
9.3.5 The Board of Directors shall exercise general supervision over any
committee(s) created pursuant to Section 9.5 hereof, if any such
committee(s) are so established
9.3.6 The Board of Directors shall review, discuss and attempt to resolve any
problems, disputes or issues among members relating to any Project
Element or relating to the Project in general.
Phase II Renewable Development Agreement
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9.3.7 The Board of Directors shall review and act upon all recommendations
of the Project Manager made to the Board of Directors to incur Pre -
Operation Costs.
9.3.8 The Board of Directors may make recommendations to the Project
Manager with respect to Renewable Development Work.
9.3.9 The Board of Directors may review written statistical and
administrative reports and information and other similar reports and
records furnished to the Board of Directors by the Project Manager.
9.3.10 The Board of Directors may review and act upon revisions
recommended by the Project Manager with respect to the description of
the Project or any Project Element, which revisions shall be in
accordance with Prudent Utility Practice.
9.3.11 The Board of Directors may review and act upon other
recommendations of the Project Manager
9.3.12 The Board of Directors, where appropriate, may create or issue such
budgets or budgetary or cost payment mechanisms as may be
appropriate or desirable to pay and account for all costs of Renewable
Development Work.
9.3.13 The Board of Directors may review and act upon any and all contracts
or contract amendments which relate to Renewable Development Work
or the incurrence of Pre -Operation Costs.
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9.3.14 The Board of Directors may review and act upon all proposed
amendments to this Agreement and, if any such amendment or
amendments are approved, provide if requested, for the forwarding of
same to the Participant which is signatory hereto.
9.3.15 The Board of Directors may review and act upon any litigation or
potential litigation, including the settlement thereof, relating to
Renewable Development Work or Pre -Operation Costs or otherwise
arising out of or associated with any Project Element.
9.3.16 The Board of Directors may take such action as may be necessary to
make preparations and arrangements for the financing of any Project
Element which is being posed to be developed into a proposed SCPPA
project and for SCPPA's interest therein.
9.3.17 The Board of Directors may review and act upon the contracts
requested by, arranged for or otherwise negotiated by the Project
Manager pursuant to .Section 5 hereof.
9.3.18 The Board of Directors is reposed with the complete power and
authority to act upon any matter which is capable of being acted upon
by the Coordinating Committee or which is specified as being within
the authority of the Coordinating Committee pursuant to the provisions
of this Agreement, including those matters enumerated in Section 8 of
this Agreement.
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9.3.19 The Board of Directors may perform such other functions and duties as
may be appropriate for the Board of Directors to efficiently carry forth
the objectives of this Agreement.
9.4 Audits. The Board of Directors may arrange for audits of the books and cost
records of the Project Manager and any cost reimbursable consultant or
contractor, relating to the performance of Renewable Development Work or the
incurrence of Pre -Operation Costs.
9.5 Establishment of Other Committees. The Board of Directors may establish other
committees, including, but not limited to, auditing, legal, financial, engineering,
operating, insurance, environmental and public information committees. The
authority, membership, rules and duties of any such committee, if established,
shall be as prescribed by the Board of Directors, and each such committee shall be
subject to the provisions of this Agreement and shall be responsible to the Board
of Directors.
9.6 Dele ag tion. To secure the timely administration of this Agreement by SCPPA
and to promote the necessary actions, approvals and coordination in connection
with various administrative, technical and other matters which .may arise from
time to time in connection with the development, construction, management,
operation, administration and maintenance of the Project, in appropriate cases the
authority, powers, duties and responsibilities of the Board of Directors under this
Section 9, may be delegated to the Executive Director.
10. OBLIGATIONS OF THE PARTIES.
Phase II Renewable Development Agreement
(5.1119
10.1 Furnishing Studies to SCPPA. Upon completion of the Renewable Development -
Work, the Project Manager shall furnish to SCPPA copies of reports and studies
which may have been developed during the planning and development stage
related to the Renewable Development Work in addition to those described in
Section 5.4.19 hereof.
10.2 Participant's Payment Obligations Unconditional, No Release of Project Manager
from Its Obligations: Action by Parties Against Third Parties or Under this
Agreement. The obligation of the Participant pursuant to this Agreement to make
payments under this Agreement is absolute and unconditional,, irrespective of any
rights of setoff or counterclaim Participant might otherwise have against SCPPA.
Participant shall be responsible for such payments to SCPPA for any costs
incurred by SCPPA for the benefit of Participant with respect to the Project or for
the benefit of Participant as a Project Element Participant in any Project Element.
This provision shall not be construed to release either SCPPA or Participant from
the performance of either SCPPA's or the Participant's obligations or
undertakings contained in this Agreement or to release the Project Manager from
any of its obligations or undertakings, or, except to the extent provided in this
Section, prevent or restrict any Participant at its own costs and expense, from
prosecuting or defending any action or proceeding against or by third parties or
taking any other action to secure or protect its rights under this Agreement;
provided, however, that any costs incurred by SCPPA in prosecuting or defending
any such action or proceeding or taking any other action to secure or protect its
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Ed
rights under this Agreement shall be Renewable Development Work Costs which
shall be paid as incurred by SCPPA, in accordance with this Agreement.
10.3 Parties to Furnish Information. In addition to its obligation to provide
information to the Project Manager as provided in Section 5.3 hereof, SCPPA and
Participant each agree to cooperate fully in connection with any regulatory
authority, as required, in connection with obtaining leases, permits, licenses,
entitlements, rights, certifications and approvals, including such city, county or
other local approvals as may be necessary or appropriate to the Project pursuant to
Section 5.4.1 hereof. Such cooperation may include, but shall not be limited to,
the furnishing of necessary financial, operational and other information of either
Party as related to the Project. Nothing in this section shall preclude SCPPA or
Participant from contesting the validity or applicability of any such conditions,
permits, approvals, or regulatory or governmental authorizations in good faith by
appropriate proceedings.
11. WITHDRAWAL FROM THE PROJECT.
11.1 Withdrawal from the Project. Notwithstanding the expiration date otherwise
prescribed for this Agreement, Participant may unilaterally terminate this
Agreement at any time during the Term upon 180 days written notice to SCPPA.
Upon such unilateral termination by Participant, SCPPA shall transfer or assign to
Participant, and Participant shall assume all SCPPA's rights, responsibilities,
obligations and liabilities associated with the Project including all rights and
obligations of SCPPA under such Project Agreements as may be applicable but
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only to the extent such Project Agreements permit such an assignment.
Notwithstanding the unilateral withdrawal right under this Section 11.1, if any of
SCPPA's obligations associated with the Project, pursuant to any Project
Agreement or any other applicable agreement for development of the project or
for the effectuation of any such withdrawal or assignments, survive said transfer
from SCPPA to Participant, then any such obligations shall continue to remain the
obligation of Participant and shall survive under this Agreement. Any
outstanding payment obligations of _Participant due to Renewable Development
Work Costs incurred prior to the date of withdrawal and any outstanding Pre -
Operation Costs incurred by the Project Manager or otherwise on behalf of the
withdrawing Participant prior to the date of withdrawal shall continue until
satisfied, and Participant shall be entitled to access to and, upon request, receive
copies of documents relating to Renewable •. Development Work and the
incurrence of Pre -Operation Costs pertaining thereto.
11.2 No Reimbursement of Costs upon Withdrawal. Exception. Should Participant
withdraw from a Project Element pursuant to Section 11.1 herein, it shall not be
entitled to reimbursement of Renewable Development Work Costs incurred by
SCPPA except as to those costs for which SCPPA is able to obtain
reimbursement.
12. PARTICIPANT'S ELECTION TO PROCEED WITH REPECT TO A PROJECT
ELEMENT.
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12.1 Action of the Parties at or near the Conclusion of Renewable Development Work.
Based upon the results of Renewable Development Work and a determination by
any respective Project Representative and Contract Administrator, or the
Coordinating Committee or the Board of Directors that Renewable Development
Work (or substantially all Renewable Development Work) with respect to a
Project Element is for practical purposes, complete and that the Project Element is
fully subscribed and should proceed, or that the Project Element should proceed
even though some Renewable Development Work may remain, the Project
Element Participants shall review as soon as possible and, as applicable, act upon
(i) a description of the proposed project, (ii) the proposed schedules and various
cost estimates associated with the final implementation of the proposed project
and (iii) the instruments and agreements which should be approved by the
approving authorities of each.of the Project Element Participants, including but
not limited to Power Sales Agreements, Participation Agreements, Transmission
Services Agreements or other or additional similar agreements or instruments by
which to implement the proposed project.
12.2 Exercise of Election to Proceed with the Project. After satisfying the matters
addressed in Section 12.1 Participant and SCPPA shall, at a time governed by
their respective approval. processes and the extent of the governmental business
before their respective approving authorities, elect whether each Party wishes to
proceed with the proposed project. Such election may be provided to SCPPA by
way of the approval of the agreements for implementation of the proposed project
by the Project Element Participants' respective governing bodies. Provided,
Phase II Renewable Development Agreement
however, that the proposed project shall not be finally approved or proceed unless
and until the appropriate SCPPA subscription in the proposed project is obtained
by way of final approval by the respective Project Element Participants' governing
bodies.
13. EXECUTION OF PROJECT AGREEMENTS. As soon as practicable after the Parties
have elected pursuant to Section 12 to proceed with the.Project, the Project Manager shall
assist SCPPA in the preparation and approval of any remaining Project Agreements
which may be appropriate for the Project and (ii) such other matters as shall be necessary
or desirable to complete said Project Agreements including, without limitation, a detailed
description of the Project as then proposed. The Parties hereby agree that they will use
their best efforts to obtain all such authorizations and approvals as promptly as possible.
14. LIABILITY
14.1 No Liability of SCPPA. Participants, or the Project Manager, their Directors
Officers, Em lloovees, Etc., SCPPA and its Directors Officers Employees and
Proiect Manager and its Directors Officers Employees Not Individually Liable,
Subject to the conditions set forth herein and except for the duty of each
Participant to pay its costs under this Agreement as set forth in the last sentence of
this Section 14.1, the Parties to this Agreement agree that neither SCPPA;
Participants or the Project Manager (in its capacity as Project Manager separate
and apart from its capacity as a Participant) nor any of their past, present or future
directors, officers, employees, board members, agents, attorneys or advisors
(collectively the "Released Parties") shall be liable for any claims, demands,
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!rile
liabilities, obligations, losses, damages (whether direct, indirect or consequential),
penalties, actions, loss of profits, judgments, orders, suits, costs, expenses
(including attorneys' fees and expenses) or disbursements of any kind or nature
whatsoever in law, equity or otherwise (including, without limitation, death,
bodily injury or personal injury to any person or damage or destruction to any
property of any .of the Participants, SCPPA or third persons) suffered by any
Released Party as a result of the performance or non-performance by any of the
Released Parties under this Agreement .(excluding gross negligence. or willful
misconduct which, unless otherwise agreed to by the Parties, are both to be
determined and established by a court of competent jurisdiction in a final,
nonappealable order). Each Party releases the Released Parties from any claim or
liability that the Party may have cause to assert as a result of any actions or
inactions or performance or non-performance by the Released Parties under this
Agreement (excluding gross negligence or willful misconduct which, unless
otherwise agreed to by the Parties, are both to be determined and established by a
court of competent jurisdiction in a final, non -appealable order). No such
performance or non-performance by the Released Parties shall relieve either
SCPPA, Participants or the Project Manager of their respective obligations under
this Agreement, including either Party's obligation to make payments required
under this Agreement. The provisions of this Section 14.1 shall not be construed
so as to otherwise relieve the Project Manager, from any obligation under this
Agreement or other applicable agreements. It is also hereby recognized and
agreed that no member of the Board of Directors, the Project Manager or SCPPA
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=
or the Participants, nor their officers, employees, board members, agents,
attorneys or advisors, shall be individually liable in respect of any undertakings
by any of the Released Parties under this Agreement. The provisions of this
Section 14.1 with respect to the Project Manager shall only apply to the Project
Manager in its capacity as Project Manager, and shall not extend to or affect any
payment obligations incurred in its capacity as a Participant. Therefore,
notwithstanding any provision of this Agreement . which might . arguably be
construed to the contrary, nothing in this Section 14 shall affect a Participant's
obligation to pay its appropriate Renewable Development Work Cost Share or its
proportionate share of Pre -Operation costs which are imposed upon it in its
capacity as a Participant, or Project Element Participant under its Phase II
Renewable Development Agreement, irrespective of whether or not the
Participant or Project Element Participant is also serving in the capacity of Project
Manager. For the avoidance of doubt, nothing in this Section 14.1 or in any other
provision of this Agreement shall affect Participant's obligation to make any and
all payments in accordance with the first two sentences in Section 10.2 of this
Agreement and Section 2.24 of this Agreement or to pay any other amounts or
costs required to be paid by it under this Agreement.
14.2 Limitation on Liability. It is hereby recognized and agreed that SCPPA's
directors, officers and employees shall not be individually liable with respect to
any loss or damage not covered by insurance and resulting from Renewable
Development Work, matters relating to Pre -Operation Costs or the performance
or nonperformance of any obligation under this Agreement. The obligations of
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SCPPA under this Agreement shall never constitute a debt or indebtedness of
SCPPA within the meaning of any provision or limitation of the Constitution or
statutes of the State of California and shall not constitute or give rise to a
pecuniary liability of SCPPA or a charge against its general credit.
14.3 Extent of Exculpation: Enforcement of Rights in Equity.. The exculpation
provision set forth in Section 14.1 and 14.2 hereof shall apply to all types of
claims or actions including, but not limited to, claims or actions based on contract
or tort. Notwithstanding the foregoing, either Party may protect and enforce its
rights under this Agreement by a suit or suits in equity for specific performance of
any obligation or duty of the other Party, and each Party shall at all times retain
the right to recover, through appropriate legal proceedings, any amount
determined to have been an overpayment, underpayment or other direct monetary
damages owed by either a Participant, SCPPA or the Project Manager as the case
may be, including, without limitation, any costs payable to SCPPA and any costs
payable to the Project Manager in its capacity as Project Manager in accordance
with the terms of this Agreement.
14.4 Allocation of Costs to Discharge Liability. The costs and expenses of discharging
liability of either of SCPPA or Participant, or the respective past, present or future
directors, officers, employees, board members, agents, attorneys or advisors of
each, to a third party, resulting from Renewable Development Work, the
incurrence of Pre -Operation Costs or the performance or nonperformance of any
obligation under this Agreement with respect to any Project Element, and for
which payment is not made by insurance provided through SCPPA, shall be
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allocated to the Project Element Participants in accordance with the Entitlement
Share of each such Project Element Participant in such Project Element.
14.5 Application of California Law of Contribution. In conformance with the
philosophy of the Southern California Public Power Authority upon this subject
as embodied in Section 7 of the Joint Powers Agreement, the following principles
shall apply with respect to the law of contribution between the respective Project
Element Participants in a Project Element under this Agreement.
14:5.1 Notwithstanding any provision of this Agreement to the contrary, in the
event any Project Element Participant is held liable upon any judgment
for damages (whether direct, indirect or consequential) caused by a
negligent or wrongful act or omission occurring with respect to a
Project Element in which it is participating, and to the extent
reasonable expenses (including without limitation, attorney's fees) are
incurred by the Project Element Participant with respect to the relevant
action or suit (such expenses and judgment for damages collectively to
be termed "Judgment Damages") and further provided that such Project
Element Participant pays in excess of its Liability Share of such
Judgment Damages, such Project Element Participant shall be entitled
to contribution from each other Project Element Participant in such
Project Element and such Project Element.Participant. may require each
other Project Element Participant to pay any amount in excess of such
Project Element Participant's Liability Share of such judgment which
such Project Element Participant has paid, but in no event shall any
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such other Project Element Participant be so required to pay in excess
of such other Project Element Participant's Liability Share of such
Judgment Damages.
14.5.2 With respect to any Judgment Damages or portion thereof referenced
in Section 14.5.1 the term "Liability Share" shall mean, with respect to
any Member, the amount of such portion multiplied by a fraction equal
to (i) such Project Element Participant's then existing entitlement or
right, if any, to participate in such Project Element, divided by (ii) the
aggregate amount of all Project Element Participants' entitlements or
rights to participate in such Project Element.
14.6 No Relief of Insured Obligations. The provisions of this Section 14 shall not be
construed so as to relieve any insurer of its obligation to pay any insurance
proceeds in accordance with the terms and conditions of a valid and collectible
insurance policy.
15. DEFAULT.
15.1 Notice of Default.If either Party to this Agreement is of the opinion that the
other Party is in default under this Agreement, the Party having that opinion may
give written notice to the other Party of the alleged default. At its next regularly
scheduled meeting the Board of Directors shall attempt to informally resolve the
matter. If no such informal resolution can be achieved by the Board of Directors
the Board of Directors shall determine the existence and nature of the alleged
default after opportunity by each Party to provide a full presentation of all facts
Phase II Renewable Development Agreement
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and issues in dispute, by a vote taken by the Board of Directors, excluding the
vote of Participant. If it is determined by such vote (as adjusted to eliminate the
voting percentage of Participant) that a default exists, the Board of Directors shall
request that the defaulting Party immediately cure the default.
1.5.2 Obligation to Cure Default. Subject to Section 15.3 hereof, a Party determined to
be in default by the Board of Directors pursuant to Section IS. I shall take all steps
necessary to cure such default as promptly and completely as possible.
15.3 Initial Dispute Resolution of Alleged Default. In the event that a Party. shall
dispute the existence or nature of a default determined by the Board of Directors
pursuant to Section 15.1 hereof, such Party shall pay the disputed payment or
perform the disputed obligation but may do so under protest. Any such protest
shall be promptly filed in writing with the Secretary of the Board of Directors and
shall specify the ground on which the protest is based. Upon the filing of such a
protest the Parties agree that the Parties shall first employ the non -binding
mediation process which is set forth in this Section 15.3 before initiating any
other legal action.
15.3.1 Unless the time requirement is otherwise extended by the mutual assent
of the Parties, as soon as practicable after the filing of the protest of a
Party pursuant to Section 15.3 but not later than thirty (30) days after
the determination by the SCPPA Board of Directors pursuant to Section
1.5.1 herein, the Parties shall select a retired judge or other disinterested
person with previous mediation experience to serve as mediator.
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Unless this requirement is waived by the mutual agreement of the
Parties, the mediator, in his or her personal capacity, shall not be a
ratepayer of the Participant. Unless otherwise waived by mutual
agreement of the Parties, either Party may require disclosure by the
mediator of those matters, as shall be specified by the requesting Party,
which are set forth in Standard 7 of the 'Ethics Standards for Neutral
Arbitrators in Contractual Arbitration" (Division VI of Appendix to
California Rules of Court) or such successor ethical standard for neutral
arbitrators in contractual arbitration promulgated by the California
Judicial Council or its successor body, requiring neutral arbitrators in
contractual arbitrations to disclose certain interests they may have in
relation to the matter to the Parties.
15.3.2 If the Parties are unable to agree upon a mediator, the Parties shall
obtain a list of proposed mediators from the Judicial Arbitration and
Mediation Service (JAMS) or successor organization. Unless waived
by the Parties the proposed mediators shall satisfy the conditions
regarding rate payer status and disclosure set forth in Section 15.3.1.
Once the list is provided, the Parties shall each have ten (10) days in
which to . strike names objected to, number . the remaining names in
order of preference, and return the list to the JAMS. If a Party does not
return the list within the time specified, all persons named therein shall
be deemed acceptable. From among the persons who have been
approved on both lists, and in accordance with the designated order of
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mutual preference, the JAMS shall invite the acceptance of a mediator
to serve. If the Parties fail to agree on any of the persons named, or if
acceptable mediators are unable to act, or if for any other reason the
appointment cannot be made from the submitted lists, the Parties shall
repeat the procedure set forth in this Section 15.3.2 unless the Parties
shall agree to another process for selection of a mediator.
15.3.3 The mediation shall be commenced within sixty (60) days of the final
determination by the SCPPA Board of Directors, referenced in Section
15.1, that it is unable to resolve the dispute and shall be concluded
within thirty (30) days from the commencement of the mediation unless
the time requirements are extended upon agreement of the Parties.
15.3.4 Failure of Resolution through Mediation. If the non binding mediation
set forth herein fails to resolve the dispute and if the dispute still
cannot, even with the hindsight of the mediation, be resolved by the by
the SCPPA Board of Directors, either Party may take any action
permitted by law to enforce its rights under this Agreement, including
but not limited to termination of this Agreement, and/or bring any suit,
action or proceeding at law or in equity as may be necessary or
appropriate to recover damages and/or enforce any covenant,
agreement or obligation in dispute.
16. ARBITRATION. Nothing herein shall prevent the Parties from resolving any dispute
under this Agreement by submission of the dispute to such form of arbitration as the
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Parties may agree upon, provided however, that the Parties shall first exhaust the
mediation process set forth in Section 15 hereof.
17. RELATIONSHIP OF PARTIES
17.1 Individual Responsibili1y. The covenants, obligations and liabilities of this
Agreement shall not be construed to create an association, joint venture, trust,
partnership or other legal entity or to impose a trust or partnership covenant,
obligation of liability on or with regard to the Parties. Each Party shall be
individually responsible for its own covenants, obligations and liabilities under
this Agreement; provided, however, that any liability incurred by SCPPA and/or
the Project Manager, under this Agreement shall be treated as Renewable
Development Work Costs which shall be paid or reimbursed by Participant.
17.2 Methodologies for Cost Sharing. The Parties mutually acknowledge that other
SCPPA members, in addition to Participant, have expressed interest in planning
and developing certain Project Elements which may form a portion of this Phase
II project. Whenever feasible and practicable, and to the extent the costs of such
Renewable Development Work relating to such other SCPPA members can be
shared by Participant and such other participating SCPPA members, SCPPA shall
endeavor to implement a mutually agreeable and equitable methodology to share
such costs among the participating members. Participant agrees to pay its share of
all such costs.
18. BINDING OBLIGATIONS. All of the obligations set forth in this Agreement shall bind
the Parties and their successors and assigns.
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19. ASSIGNMENT.
19.1 Limited Assignment Right. A Participant may assign or convey all or part of its
rights, interests and obligations with respect to a Project Element under this
Agreement to a third party (non Participant), provided that (i) the Coordinating
Committee approves of such assignment, which such approval may be withheld
for any reason or no reason at all at the sole discretion of the Coordinating
Committee and (ii) the Coordinating Committee may, as a condition to approving
the assignment, require that the remaining Participants which may be signatory to
a Phase I Agreement or Phase II Agreement, may have the right of first refusal on
such terms and under such time constraints as the Coordinating Committee may
specify.
19.2 Assignment Procedures. Prior to any third party, assignment, the assigning
Participant by United States Postal Service certified mail shall offer in writing to
each of the remaining Participants its Renewable Development Work Cost Share,
Pre -Operation Cost share or its share of the Project Element upon the same or
better terms and conditions provided to the third party. Upon receipt of such
written offer each remaining Participant shall have 30 days in which to exercise
its right of first refusal. Exercise of such right shall be in writing and
communicated to the assigning Participant by United States Postal Service
Certified Mail. If more than the total amount of the assigning Participant's
Renewable Development Work Cost Share, Pre -Operation Cost share or its share
of the Project Element is requested to be assigned to the remaining Participants,
the assigning Participant's Renewable Development Work Cost Share, Pre -
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Operation Cost share or its share of the Project Element shall be allocated pro rata
(based upon the amounts requested) to the remaining Participants, and such
allocation shall be deemed effective upon compliance with Section 19.2 and 19.3
hereof.
19.3 Effectiveness of Assignment. Any assignment shall not become effective until
(i) the assignee assumes the assignor's rights, interests and obligations under this
Agreement for the rights, interests and obligations so assigned and pays any
amount (or the applicable portion thereof) then due and owing by the assignor
under this Agreement (unless the assignor has agreed pursuant to the applicable
assignment agreement to pay all such amounts then due and owing by the
assignor) and (ii) the assignee executes and delivers to the Project Manager a
signature page to this Agreement in substantially the form attached hereto or
otherwise enters into an agreement mutually agreeable to assignor, assignee and
the non -assigning Participants as a substitute agreement to this Agreement. Upon
any such assignment and execution of this Agreement or applicable substitute
agreement, the assignee shall become a party to such agreement and a Participant
in the Project as of the effective date of the assignment. Immediately following
such assignment and execution of this Agreement or applicable substitute
agreement, the Project Manager promptly shall distribute to each Party (i) a copy
of the signature page signed by the assignee, (ii) a revised cover page and page 1
of this Agreement or the applicable substitute agreement that includes the name of
the assignee, (iii) a revised Exhibit A hereto, if applicable and (iv) the address,
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contact and notice information pertaining to the assignee for purposes of Section
23.1 hereof.
20. GENERAL PROVISIONS.
20.1 Waiver Not to Affect Subsequent Defaults. A waiver at any time by any Party of
its rights with respect to a default or any other matter arising in connection with
this Agreement shall not be deemed a waiver with respect to any other or
subsequent default or matter.
20.2 Execution in Counterparts. This Agreement may be executed in counterparts, and
each signatory Party shall deliver its executed counterparts to the Project
Manager. All such counterparts, collectively, shall constitute but one and the
same agreement.
20.3 No Ri@.hts in Third Parties or Duties Created. Except as provided in this
Agreement, the Parties do not create any rights in or grant remedies to any third
party as a beneficiary of this Agreement or create for the benefit of any third party
any duty or standard of care by any covenant, obligation or undertaking
established herein.
20.4 Headings Not Binding. The headings and captions in this Agreement are for
convenience only and in no way define, limit or describe the scope or intent of
any provisions or sections of this Agreement.
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20.5 Severability. In the event that any provision of this Agreement shall be
determined to be invalid or unenforceable in any respect, such determination shall
not affect any other provision hereof, which shall remain in full force and effect.
20.6 Amendments. Except as otherwise provided in this Agreement, including but not
limited to Section 8.5 and 9.3 hereof, this Agreement may be amended only by a
written amendment signed by the Parties.
20.7 Entire Agreement. This Agreement contains the entire understanding of the
Parties with respect to Renewable Development Work, Pre -Operation Costs and
the Project.
21. GOVERNING LAW AND VENUE. This Agreement shall be interpreted, governed by
-and construed under the laws of the State of California, as if executed and to be
performed wholly within the State of California. The Parties each submit to the
jurisdiction of the Courts of Los Angeles County and unless the Parties shalt agree
otherwise, venue with respect to any dispute resolution or litigation arising out of this
Agreement shall be inLosAngeles County.
22. EFFECTIVE DATE AND TERMINATION.
MI. Effective Date. This Agreement shall become effective when duly executed and
delivered by Participant and. SCPPA.
22.2 Termination.
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22.2.1 Unless terminated earlier pursuant to Section 22.2.2 hereof, with the
mutual concurrence of the Parties, the provisions of this Agreement
with respect to a Project Element may be deemed terminated upon the
execution of a Power Sales Agreement, Transmission Services
Agreement or Participation Agreement with respect to such a Project
Element, except that any payment obligation hereunder (whether or not
a billing statement has been received by the date of termination) and
any right to receive reimbursement or otherwise, if any should exist,
shall survive until satisfied.
22.2.2 This Agreement may 'be terminated at any time by agreement of the
Parties hereto. Upon such agreement or upon termination of this
Agreement, (i). the Project Manager shall terminate all Renewable
Development Work respecting Participant in an orderly manner, (ii)
Participant shall fulfill all obligations hereunder to pay for the costs
incurred for Renewable Development Work, including any Pre -
Operation Costs that have been incurred, and (iii) any payment
obligation hereunder (whether or not a billing statement has been
received by the date of termination) and any right to receive .
reimbursement or otherwise, if any should exist, shall survive until .
satisfied.
22.2.3 Upon termination of this Agreement, the Project Manager shall retain
in a reasonably accessible location all original reports, data and other
documentation relating to Renewable Development Work and the
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incurrence of Pre -Operation Costs for a period of three (3) years from
the date this Agreement is terminated.
22.2.4 Upon termination of this Agreement, and for a period of three (3) years
thereafter, each Party shall have full access to the Project files and
records retained by the Project Manager and upon reasonable
notification to the Project Manager may, at the requesting Party's sole
expense, reproduce any or all of such Project files and records to the
extent permitted by law.
23. NOTICES.
23.1 Addresses for Notices. Any notice, demand or request provided for in this
Agreement shall be in writing and shall be deemed properly served, given, or
made if delivered in person or sent by registered or certified mail, postage
prepaid, to the persons specified below:
With respect to the City of Anaheim:
City of Anaheim
Attention: Public Utilities
General Manager
201 South Anaheim Boulevard, 11th Floor
Anaheim, California 92805
With respect to the City of Azusa:
City of Azusa
Director of Utilities
City of Azusa Light and Water
P.O Box 9500 (729 N. Azusa Ave.)
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Azusa, California 91702-9500
With respect to the City of Banning:
City of Banning
Electric Utility Department
Attention: Fred Mason, Director
176 E. Lincoln Street
Banning, CA 92220
With respect to the City of Burbank:
City of Burbank
Burbank Water and Power
Attention: Ronald E. Davis, General Manager
P.O. Box.631
Burbank, California 91503-0631
With respect to the City of Cerritos:
City of Cerritos
Attention: Art Gallucci, City Manager
Alternate: Vince Brar
18125 Bloomfield Ave.
Cerritos, CA 90703
With respect to the City of Colton:
City of Colton
Electric Utility Director
650 N. La Cadena Drive
Colton, California 92324
With respect to the City of Glendale:
City of Glendale
Glendale Water and Power
Attention: General Manager
141 N. Glendale Avenue, 4th Level
Glendale, California 91206-4496
With respect to the City of Los Angeles Acting by
and through the Department of Water and Power:
Phase II Renewable. Development Agreement
- 81.-
General Manager
Los Angeles Department of Water and Power
I I I North Hill Street, 15th Floor
Los Angeles. California 90012
With respect to the City of Pasadena:
City of Pasadena
Attention General Manager - Water and Power Department
150 S. Los Robles Avenue, Suite 200
Pasadena, California 91101
With respect to the Imperial Irrigation District:
Imperial Irrigation District
Manager, Energy Department
P. O. Box 937 (333 East Barioni Blvd.)
Imperial, California 92251-0937
With respect to the City of Riverside:
City of Riverside
Riverside Public Utilities Dept.
Attention: David H. Wright, General Manager
3901 Orange Street
Riverside, California 92522
With respect to the City of Vernon:
Abraham Alemu
City of Vernon
Resource Planning & Development Manager
4305 Santa Fe Avenue
Vernon, CA 90058
With respect to SCPPA:
Southern California Public Power Authority
Executive Director
SCPPA Office Building
1160 Nicole Court
Glendora, California 91740
Phase II Renewable Development Agreement
-82-
23.2 Designation of Different Addresses and Persons. Any Party may, at any time, by
written notice to the other Parties, designate different persons or different addresses
for giving of notices hereunder.
24. DESIGNATION OF THE PARTICIPANT'S PROJECT REPRESENTATIVE AND
CONTRACT ADMINISTRATOR. Participant's Project Representative and Contract
Administrator for this Agreement having the complete capacity and plenary authority to
administer this Agreement on behalf of Participant shall be the individual so designated
by the person authorized to receive notices pursuant to Section 23.
25. AGREEMENT TO BE EFFECTIVE AS BETWEEN SCPPA AND PARTICIPANT
UPON APPROVAL BY PARTICIPANT'S APPROVING AUTHORITY.
This Agreement shall become effective between SCPPA and the Participant which is
signatory to this Agreement, upon approval by the signatory Participant's approving
authority, irrespective of whether or not approved by any of the other Participants.
SIGNATURE PAGE FOLLOWS
Phase II Renewable Development Agreement
-83-
IN WITNESS WHEREOF, each signatory hereto represents that he or she has been
properly authorized to execute and deliver this Agreement as of the date first above
written, on behalf of the Party for which he or she signs.
Date: 2012 CITY OF ANAHEIM
(Seal)
BY
Attest:
Title
Date:- 2012 CITY OF AZUSA
(Seal)
By
Attest:
Title
Date: , 2012 CITY OF BANNING
(Seal)
BY
Attest:
Title
Phase II Renewable Development Agreement
-84-
Date: 2012
(Seal)
Attest:
Date:
(Seal)
Attest:
Date:
(Seal)
Attest:
001%
2012
CITY OF BURBANK
By_
Title
CITY OF CERRITOS
L-A
Title
CITY OF COLTON
M
Title
Phase II Renewable Development. Agreement
-85-
Date: 2012 CITY OF GLENDALE
(Sea])
Attest:
Date:
(Seal)
Attest:
2012
Date: 12012
(Seal)
Attest:
By
Title
IMPERIAL IRRIGATION DISTRICT
By
Title
CITY OF LOS ANGELES acting by and
through its DEPARTMENT OF WATER AND
POWER
Title
And
Secretary.
Phase II Renewable Development Agreement
Date: 2012 CITY OF PASADENA
(Seal)
By
Attest: Title
Date: 2012 CITY OF RIVERSIDE
(Seal)
By
Attest: Title
Date: 2012 CITY OF VERNON
(Seal)
By
Attest:
Title
Date: 1.2012
(Seal)
Attest:
By_
Title
Phase II Renewable Development Agreement
-87-
Date: 2012 SOUTHERN CALIFORNIA
PUBLIC POWER AUTHORITY.
(Seal)
Attest:
By
BILL D. CARNAHAN
Title: Assistant Secret
RONALD E. DAVIS
Title: President
Phase II Renewable Development Agreement
-88-
EXHIBIT "A"
EXHIBIT A - PROJECT ELEMENT NO. 1
PRODUCTION CAPACITY, ENTITLEMENT SHARES AND RENEWABLE DEVELOPMENT
WORK COST SHARES IN RENEWABLE
PROJECT ELEMENT NO. I
Participants
Proposed
Production
Capacity
Entitlement Share
Renewable .
Development .
Work Cost Share
MW*
Percentage*
Percentage*
City of Anaheim
0
0
0
City of Azusa
0
0
0
City of Banning
0
0
0
City of Burbank
0
0
0
City of Cerritos
0
0
0
City of Colton
0
0
0
City of Glendale
0
0
0
Imperial Irrigation District
0
0
0
City of Los Angeles
0
0
0
City of Pasadena
0
0
0
City of Riverside
0
0
0
City of Vernon
0
0
0
Total
tbd
100%
100%
EXHIBITS MAY BE AMENDED BY THE COORDINATING COMMITTEE OR AS OTHERWISE PROVIDED HEREIN TO
REFLECT REVISED PARTICIPATION, AND REVISED PRODUCTION CAPACITY, ENTITLEMENT SHARES, PERCENTAGES AND
COST SHARES. NEW PROJECT ELEMENTS MAY BE ADDED BY THE COORDINATING COMMITTEE OR AS OTHERWISE PROVIDED
HEREIN BY ADDING NEW EXHIBITS WITHIN EXHIBITS A HEREIN, AS APPLICABLE. PRODUCTION CAPACITY AND
PERCENTAGES ARE SUBJECT TO ADJUSTMENT AS PROVIDED 1N THIS AGREEMENT, INCLUDING SECTIONS 4, 6, 8, 9, 10, 11, 14
AND 19 HEREOF. THIS TABLE MAY BE REVISED, MODIFIED OR REPLACED BY A TABLE OR TABLES WHICH CONDENSE THE
FORGOING INFORMATION AND WHICH MAY BE REFERENCED IN, APPENDED TO OR MADE A PART OF THE MINUTES OF THE
COORDINATING COMMITTEE OR THE BOARD OF DIRECTORS OR OTHERWISE MAINTAINED BY THE EXECUTIVE DIRECTOR.
Phase'II Renewable Development Agreement
Exhibit A-1
EXHIBIT A - PROJECT ELEMENT NO.2
PRODUCTION CAPACITY, ENTITLEMENT SHARES AND RENEWABLE DEVELOPMENT
WORK COST SHARES IN RENEWABLE
PRn-M..CT RUPMTi NT Wn O -
Participants
Proposed
Production
Capacity
Entitlement Share
Renewable
Development
Work Cost Share
MW*
Percentage*
Percentage*
City of Anaheim
.0
0
0
City of Azusa
0
0
0
City of Banning
0
0
0
City of Burbank
0
0
0
City of Cerritos
0
0
0
City of Colton
0
0
0
City of Glendale
0
0
0
Imperial Irrigation District
0
0
0
City of Los Angeles
0
0
0
City of Pasadena
0
0
0
City of Riverside
0
0
0
City of Vernon
0
0
0
Total
tbd
100%
100%
EXHIBITS MAY BE AMENDED BY THE COORDINATING COMMITTEE OR AS OTHERWISE PROVIDED HEREIN
TO REFLECT REVISED PARTICIPATION, AND REVISED PRODUCTION CAPACITY, ENTITLEMENT SHARES,
PERCENTAGES AND COST SHARES. NEW PROJECT ELEMENTS MAY BE ADDED BY THE COORDINATING
COMMITTEE OR AS OTHERWISE PROVIDED HEREIN BY ADDING NEW EXHIBITS WITHIN EXHIBITS A HEREIN, AS
APPLICABLE. PRODUCTION CAPACITY AND PERCENTAGES ARE SUBJECT TO ADJUSTMENT AS PROVIDED IN THIS
AGREEMENT, INCLUDING SECTIONS 4, 6, 8, 9; 10, 11, 14 AND 19 HEREOF. THIS TABLE MAY BE REVISED, MODIFIED
OR REPLACED BY A TABLE OR TABLES WHICH CONDENSE THE FORGOING INFORMATION AND WHICH MAY BE.
REFERENCED IN; APPENDED TO OR MADE A PART OF THE MINUTES OF THE COORDINATING COMMITTEE OR THE
BOARD OF DIRECTORS OR OTHERWISE MAINTAINED BY THE EXECUTIVE DIRECTOR..
Phase II Renewable Development Agreement
Exhibit A-2
EXHIBIT A — PROJECT ELEMENT NO.3
PRODUCTION CAPACITY, ENTITLEMENT SHARES AND RENEWABLE DEVELOPMENT
WORK COST SHARES IN RENEWABLE
PROJECT ELEMENT NO.3
Participants
Proposed
Production
Capacity
Entitlement Share
Renewable
Development
Work Cost Share
MW*
Percentage*
Percentage*
City of Anaheim
0
0
0
City of Azusa
0
0
0
City of Banning
0
0
0
City of Burbank
0
0
0
City of Cerritos
0
0
0
City of Colton
0
0
0
City of Glendale
0
0
0
Imperial Irrijatioi District
0
0
0
City of Los.Angeles
0
0
0
City of Pasadena
0
0
0
City of Riverside
0
0
0
City of Vernon
0
0
0
Total _
tbd
100%
100%
EXHIBITS MAY BE AMENDED BY THE COORDINATING COMMITTEE OR AS OTHERWISE PROVIDED HEREIN
TO REFLECT REVISED PARTICIPATION, AND REVISED PRODUCTION CAPACITY, ENTITLEMENT SHARES,
PERCENTAGES AND, COST SHARES. NEW PROJECT ELEMENTS MAY ADDED BY THE COORDINATING
COMMITTEE OR AS OTHERWISE PROVIDED HEREIN BY ADDING NEW EXHIBITS WITHIN EXHIBITS A HEREIN, AS
APPLICABLE. PRODUCTION CAPACITY AND PERCENTAGES ARE SUBJECT TO ADJUSTMENT AS PROVIDED IN THIS
AGREEMENT, INCLUDING SECTIONS 4, 6, 8, 9, 10, 11, 14 AND 19 HEREOF. THIS TABLE MAY BE REVISED, MODIFIED
OR REPLACED BY. A TABLE OR TABLES WHICH CONDENSE THE FORGOING INFORMATION AND WHICH MAY BE
REFERENCED IN, APPENDED TO OR MADE A PART OF THE MINUTES OF THE COORDINATING COMMITTEE OR THE
BOARD OF DIRECTORS OR OTHERWISE MAINTAINED BY THE EXECUTIVE DIRECTOR.
Phase II Renewable Development Agreement
Exhibit A-3
EXHIBIT A — PROJECT ELEMENT NO.4
PRODUCTION CAPACITY, ENTITLEMENT SHARES AND RENEWABLE DEVELOPMENT
WORK COST SHARES IN RENEWABLE
PROJECT ELEMENT NO.4
Participants .
Proposed
Production
Capacity
Entitlement Share
Renewable
Development
Work Cost Share
MW*
Percentage*
Percentage*
City of Anaheim
0
0
0
City of Azusa
0
0
0
City of Banning
0
0
0
City of Burbank
0
0
0
City of Cerritos
0
0
0
City of Colton
0
0
0
City of Glendale
0
0
0
Imperial Irrigation District
0
0
0
City of Los Angeles
0
0
0
City of Pasadena
0
0
0
City of Riverside
0
0
0
City of Vernon
0
0
0
Total
tbd
100%
100%
' EXHIBITS MAY BE AMENDED BY THE COORDINATING COMMITTEE OR AS OTHERWISE PROVIDED HEREIN
TO REFLECT REVISED PARTICIPATION, AND REVISED PRODUCTION CAPACITY, ENTITLEMENT SHARES,
PERCENTAGES AND COST SHARES. NEW PROJECT ELEMENTS MAY BE ADDED BY THE COORDINATING
COMMITTEE OR AS OTHERWISE PROVIDED HEREIN BY ADDING NEW EXHIBITS WITHIN EXHIBITS A HEREIN, AS
APPLICABLE. PRODUCTION CAPACITY AND PERCENTAGES ARE SUBJECT TO ADJUSTMENT AS PROVIDED IN THIS
AGREEMENT, INCLUDING SECTIONS 4, 6, 8, 9, 10, 11, 14 AND 19 HEREOF. THIS TABLE MAY BE REVISED, MODIFIED
OR REPLACED BY A TABLE OR TABLES WHICH CONDENSE THE FORGOING INFORMATION AND WHICH MAY BE
REFERENCED IN, APPENDED TO OR MADE A PART OF THE MINUTES OF THE COORDINATING COMMITTEE OR THE
BOARD OF DIRECTORS OR OTHERWISE MAINTAINED BY THE EXECUTIVE DIRECTOR. -
Phase II Renewable Development Agreement
Exhibit A-4
EXHIBIT A — PROJECT ELEMENT NO.5
PRODUCTION CAPACITY, ENTITLEMENT SHARES AND RENEWABLE DEVELOPMENT
WORK COST SHARES IN RENEWABLE
PROJECT F,i,F.MF.NT IVn C
Participants
Proposed
Production
Capacity
Entitlement Share
Renewable
Development
Work Cost Share
MW*
Percentage*
Percentage*
City of Anaheim
0
0
0
City of Azusa
0
0
0
City of Banning
0
0
0
City of Burbank
0
0
0
City of Cerritos
0
0
0
City of Colton
0
0
0 '
City of Glendale
0
0
0
Imperial Irrigation District
0
0
0
City of Los Angeles
0
0
0
City of Pasadena
0
0
0
City of Riverside
0 .
0
0
City of Vernon
0
0
0
Total
Tbd
100%
100%
EXHIBITS MAY BE AMENDED BY THE COORDINATING COMMITTEE OR AS OTHERWISE PROVIDED HEREIN
TO REFLECT REVISED PARTICIPATION, A14D REVISED PRODUCTION CAPACITY, ENTITLEMENT SHARES,
PERCENTAGES AND COST SHARES. NEW PROJECT ELEMENTS MAY BE, ADDED BY THE COORDINATING
COMMITTEE,OR AS OTHERWISE PROVIDED HEREIN BY ADDING NEW EXHIBITS WITHIN EXHIBITS A HERBIN,.AS
APPLICABLE. PRODUCTION CAPACITY AND PERCENTAGES ARE SUBJECT TO ADJUSTMENT AS PROVIDED IN THIS
AGREEMENT, INCLUDING SECTIONS 4, 6, 8, 9, 10, 11, 14 AND 19 HEREOF. THIS TABLE MAY BE REVISED, MODIFIED
OR REPLACED BY A TABLE OR TABLES WHICH CONDENSE THE FORGOING INFORMATION AND WHICH MAY BE
REFERENCED IN, APPENDED TO OR MADE A PART OF THE MINUTES OF THE COORDINATING COMMITTEE OR THE
BOARD OF DIRECTORS OR OTHERWISE MAINTAINED BY THE EXECUTIVE DIRECTOR
Phase II Renewable Development Agreement
Exhibit A-5
EXHIBIT A — PROJECT ELEMENT NO.6
PRODUCTION CAPACITY, ENTITLEMENT SHARES AND RENEWABLE DEVELOPMENT
WORK COST SHARES IN RENEWABLE PROJECT ELEMENT NO.6
Participants
Proposed
Production
Capacity
Entitlement Share
Renewable
Development
Work Cost Share
MW*
Percentage*
Percentage*
City of Anaheim
0
0
0
City of Azusa
0
0
0
City of Banning
0
0
0
City of Burbank
0
0
0
City of Cerritos
0
0
0
City of Colton
0
0
0
City of Glendale
0
0
0
Imperial Irrigation District
0
0
0
City of Los Angeles
0
0
0
City of Pasadena
0
0
0
City of Riverside
0
0
0
City of Vernon
0
0
0
Total
Tbd
1000/0
100%
EXHIBITS MAY BE AMENDED BY THE COORDINATING COMMITTEE OR AS OTHERWISE PROVIDED HEREIN
TO REFLECT. REVISED PARTICIPATION, AND REVISED PRODUCTION CAPACITY, ENTITLEMENT SHARES,
PERCENTAGES AND COST SHARES. NEW PROJECT ELEMENTS MAY BE ADDED BY THE COORDINATING
COMMITTEE OR AS OTHERWISE PROVIDED HEREIN BY ADDING NEW EXHIBITS WITHIN EXHIBITS A HEREIN, AS
APPLICABLE. PRODUCTION CAPACITY AND PERCENTAGES ARE SUBJECT TO ADJUSTMENT AS PROVIDED IN THIS
AGREEMENT, INCLUDING SECTIONS 4, 6, 8, 9, 10, 11, 14 AND 19 HEREOF. THIS TABLE MAY BE REVISED, MODIFIED
OR REPLACED BY A TABLE OR TABLES WHICH CONDENSE THE FORGOING INFORMATION AND WHICH MAY BE
REFERENCED IN, APPENDED TO OR MADE A PART OF THE MINUTES OF THE COORDINATING COMMITTEE OR THE
BOARD OF DIRECTORS OR.OTHER WISE MAINTAINED BY THE EXECUTIVE DIRECTOR..
Phase II Renewable Development Agreement
Exhibit A-6
EXHIBIT A — PROJECT ELEMENT NO.7
PRODUCTION CAPACITY, ENTITLEMENT SHARES AND RENEWABLE DEVELOPMENT
WORK COST SHARES IN RENEWABLE PROJECT ELEMENT NO.7
Participants
Proposed
Production
Capacity
Entitlement Share
Renewable
Development
Work Cost Share
MW*
Percentage*
Percentage*
City of Anaheim
0
0
0
City of Azusa
0
0
0
City of Banning
0
0
0
City of Burbank
0
0
0
City of Cerritos
0
0
0
City of Colton
0
0
0
City of Glendale
0
0
0
Imperial Irrigation District
—0
--0
0
City of Los Angeles
0
0
0
City of Pasadena
0
0
0
City of Riverside
0
0
0
City of Vernon
0
0
0
Total
Tbd
100%
100%
EXHIBITS MAY BE AMENDED BY THE COORDINATING. COMMITTEE OR AS OTHERWISE PROVIDED HEREIN
TO REFLECT REVISED PARTICIPATION, AND REVISED PRODUCTION CAPACITY, ENTITLEMENTSHARES,
PERCENTAGES AND COST SHARES. NEW PROJECT ELEMENTS MAY BE ADDED BY THE. COORDINATING
COMMITTEE OR AS OTHERWISE PROVIDED HEREIN BY ADDING NEW EXHIBITS WITHIN EXHIBITS A HEREIN, AS
APPLICABLE. PRODUCTION CAPACITY AND PERCENTAGES ARE SUBJECT TO ADJUSTMENT AS PROVIDED IN THIS
AGREEMENT, INCLUDING SECTIONS 4, 6, 8, 9, 10, 11, 14 AND 19 HEREOF. THIS TABLE MAY BE REVISED, MODIFIED
OR REPLACED BY A TABLE.OR TABLES WHICH CONDENSE THE FORGOING INFORMATION AND WHICH MAY BE
REFERENCED IN, APPENDED TO OR MADE A PART OF THE MINUTES OF THE COORDINATING COMMITTEE OR THE
BOARD OF DIRECTORS OR OTHERWISE MAINTAINED BY THE EXECUTIVE DIRECTOR.
Phase II Renewable Development Agreement
Exhibit A-7
EXHIBIT A — PROJECT ELEMENT NO.8
PRODUCTION CAPACITY, ENTITLEMENT SHARES AND RENEWABLE DEVELOPMENT
WORK COST SHARES IN RENEWABLE PROJECT ELEMENT NO.8
Participants
Proposed
Production
Capacity
Entitlement Share
Renewable
Development
Work Cost Share
MW*
Percentage*
Percentage*
City of Anaheim
0
0
0
City of Azusa,
0
0
0
City of Banning
0
0
0
City of Burbank
0
0
0
City of Cerritos
0
0
0
City of Colton
0
0
0
City of Glendale
0
0
0
Imperial Irrigation District.
0
0
0
City of Los Angeles
0
0
0
City of Pasadena
0
0
0
City of Riverside
0
0
0
City of Vernon
0
0
0
Total
Tbd
100%
100%
EXHIBITS MAYBE AMENDED BY THE COORDINATING COMMITTEE OR AS OTHERWISE PROVIDED HEREIN
TO REFLECT REVISED PARTICIPATION, AND REVISED PRODUCTION CAPACITY, ENTITLEMENT SHARES,
PERCENTAGES AND COST SHARES. NEW PROJECT ELEMENTS MAY BE ADDED BY THE COORDINATING
COMMITTEE OR AS OTHERWISE PROVIDED HEREIN BY ADDING NEW EXHIBITS WITHIN EXHIBITS A HEREIN, AS
APPLICABLE. PRODUCTION CAPACITY AND PERCENTAGES ARE SUBJECT TO ADJUSTMENT AS PROVIDED IN THIS
AGREEMENT, INCLUDING SECTIONS 4, 6, 8, 9, 10, 11, 14 AND 19 HEREOF. THIS TABLE MAY BE REVISED, MODIFIED
OR REPLACED BY A TABLE OR TABLES WHICH CONDENSE THE FORGOING INFORMATION AND WHICH MAY BE
REFERENCED IN, APPENDED TO OR MADE A PART OF THE MINUTES OF THE COORDINATING COMMITTEE OR THE
BOARD OF DIRECTORS OR OTHERWISE MAINTAINED BY THE EXECUTIVE DIRECTOR..
Phase II Renewable Development Agreement
Exhibit A-8
EXHIBIT A — PROJECT ELEMENT NO.9
PRODUCTION CAPACITY, ENTITLEMENT SHARES AND RENEWABLE DEVELOPMENT
WORK COST SHARES IN RENEWABLE PROJECT ELEMENT NO.9
Participants
Proposed
Production
Capacity
Entitlement Share
Renewable
Development
Work Cost Share
MW*
Percentage*
Percentage*
City of Anaheim
0
0
0
City of Azusa
0
0
0
City of Banning
0
0
0
City of Burbank
0
0
0
City of Cerritos
0
0
0
City of Colton
0
0
0
City of Glendale
0
0
0
Imperial Irrigation District
0
0
0
City of Los Angeles
0
0
0
City of Pasadena
0
0
0
City of Riverside
0
0
0
City of Vernon
0
0
0
Total
Tbd
100%
100%
EXHIBITS MAY BE AMENDED BY THE COORDINATING COMMITTEE OR AS OTHERWISE PROVIDED HEREIN
TO REFLECT REVISED PARTICIPATION, AND REVISED PRODUCTION CAPACITY, ENTITLEMENT SHARES,
PERCENTAGES AND COST SHARES. NEW PROJECT ELEMENTS MAY BE ADDED BY THE COORDINATING
COMMITTEE OR AS OTHERWISE PROVIDED HEREIN BY ADDING NEW EXHIBITS WITHIN EXHIBITS A HEREIN, AS
APPLICABLE. PRODUCTION CAPACITY AND PERCENTAGES ARE SUBJECT TO ADJUSTMENT AS PROVIDED IN THIS
AGREEMENT, INCLUDING SECTIONS 4, 6, 8, 9, 10, 11, 14 AND'19 HEREOF. THIS TABLE MAY BE REVISED, MODIFIED
OR REPLACED BY A TABLE OR TABLES WHICH CONDENSE THE FORGOING INFORMATION AND WHICH MAY BE
REFERENCED IN, APPENDED TO OR MADE A PART OF THE MINUTES OF THE COORDINATING COMMITTEE OR THE
BOARD OF DIRECTORS OR OTHERWISE MAINTAINED BY THE EXECUTIVE DIRECTOR
Phase II Renewable Development Agreement
Exhibit A-9
EXHIBIT A — PROJECT ELEMENT NO. 10
PRODUCTION CAPACITY, ENTITLEMENT SHARES AND RENEWABLE DEVELOPMENT
WORK COST SHARES IN RENEWABLE PROJECT ELEMENT NO. 10
Participants
Proposed
Production
Capacity
Entitlement Share
Renewable
Development
Work Cost Share
MW*
Percentage*
Percentage*
City of Anaheim
0
0
0
City of Azusa
0
0
0
City of Banning
0
0
0
City of Burbank
0
0
0
City of Cerritos
0
0
0
City of Colton
0
0
0
City of Glendale
0
0
0
Imperial Irrigation District
0
0
0
City of Los Angeles
0
0
0
City of Pasadena
0
0
0
City of Riverside
0
0
0
City of Vernon
0
0
0
Total
Tbd
100%
100%
EXHIBITS MAY BE AMENDED BY THE COORDINATING COMMITTEE OR AS OTHERWISE PROVIDED HEREIN
TO REFLECT REVISED PARTICIPATION, AND REVISED PRODUCTION CAPACITY, ENTITLEMENT SHARES,
PERCENTAGES AND COST SHARES. NEW PROJECT ELEMENTS MAY BE ADDED BY THE COORDINATING
COMMITTEE OR AS OTHERWISE PROVIDED HEREIN BY ADDING NEW EXHIBITS WITHIN EXHIBITS A HEREIN, AS
APPLICABLE. PRODUCTION CAPACITY AND PERCENTAGES ARE SUBJECT TO ADJUSTMENT AS PROVIDED IN THIS
AGREEMENT, INCLUDING SECTIONS 4, 6, S, 9, IQ 11, 14 AND 19 HEREOF. THIS TABLE MAY BE REVISED, MODIFIED
OR REPLACED BY A TABLE OR TABLES WHICH CONDENSE THE FORGOING INFORMATION AND WHICH MAY BE
REFERENCED IN, APPENDED TO OR MADE A PART OF THE MINUTES OF THE COORDINATING COMMITTEE OR THE
BOARD OF DIRECTORS OR OTHERWISE MAINTAINED BY THE EXECUTIVE DIRECTOR.
Phase II Renewable Development Agreement
Exhibit A- 10
EXHIBIT A — PROJECT ELEMENT NO. 11
PRODUCTION CAPACITY, ENTITLEMENT SHARES AND RENEWABLE DEVELOPMENT
WORK COST SHARES IN RENEWABLE PROJECT ELEMENT NO. 11
Participants
Proposed
Production
Capacity
Entitlement Share
Renewable
Development
Work Cost Share
MW*
Percentage*
Percentage*
City of Anaheim
0
0
0
City of Azusa
0
0
0
City of Banning
0
0
0
City of Burbank
0
0
0
City of Cerritos
0
0
0
City of Colton
0
0
0
City of Glendale
0
0
0
Imperial Irrigation District
0
0
0
City of Los Angeles
0
0
0
City of Pasadena
0
0
0
City of Riverside
0
0
0
City of Vernon
0
0
0
Total
Tbd
100%
100%
. EXHIBITS MAY BE AMENDED BY THE COORDINATING COMMITTEE OR AS OTHERWISE PROVIDED HEREIN
TO REFLECT REVISED PARTICIPATION, AND REVISED PRODUCTION CAPACITY, ENTITLEMENT SHARES,
PERCENTAGES AND COST SHARES. NEW PROJECT ELEMENTS MAY BE ADDED BY THE COORDINATING
COMMITTEE OR AS OTHERWISE PROVIDED HEREIN BY ADDING NEW EXHIBITS WITHIN EXHIBITS A HEREIN, AS
APPLICABLE. PRODUCTION CAPACITY AND PERCENTAGES ARE SUBJECT TO ADJUSTMENT AS PROVIDED IN THIS
AGREEMENT, INCLUDING SECTIONS 4, 6, 8, 9; 10, 11, 14 AND 19 HEREOF. THIS'TABLE MAY BE REVISED; MODIFIED
OR REPLACED BY A TABLE OR TABLES WHICH CONDENSE THE FORGOING INFORMATION AND WHICH MAY
REFERENCED IN, APPENDED TO OR MADE A PART OF THE MINUTES OF THE COORDINATING COMMITTEE OR THE .
BOARD OF DIRECTORS OR OTHERWISE MAINTAINED BY THE EXECUTIVE DIRECTOR.
Phase II Renewable Development Agreement
Exhibit A-11
EXHIBIT A — PROJECT ELEMENT NO. 12
PRODUCTION CAPACITY, ENTITLEMENT SHARES AND RENEWABLE DEVELOPMENT
WORK COST SHARES IN RENEWABLE PROJECT ELEMENT NO. 12
Participants
Proposed
Production
Capacity
Entitlement Share.
Renewable
Development
Work Cost Share
MW*
Percentage*
Percentage*
City of Anaheim
0
0
0
City of Azusa
0
0
0
City of Banning
0
0
0
City of Burbank
0
0
0
City of Cerritos
0
0
0
City of Colton
0
0
0
City of Glendale
0
0
0
Imperial Irrigation District
0
0
0
City of Los Angeles
0
0
0
City of Pasadena
0
0
0
City of Riverside
0
0
0
City of Vernon
0
0
0
Total
Tbd
100%
100%
EXHIBITS MAY BE AMENDED BY THE COORDINATING COMMITTEE OR AS OTHERWISE PROVIDED HEREIN
TO REFLECT REVISED PARTICIPATION, AND REVISED PRODUCTION CAPACITY, ENTITLEMENT SHARES,
PERCENTAGES AND COST SHARES. NEW PROJECT ELEMENTS MAY BE ADDED BY THE COORDINATING
COMMITTEE OR AS OTHERWISE PROVIDED HEREIN BY ADDING NEW EXHIBITS WITHIN EXHIBITS A HEREIN, AS
APPLICABLE. PRODUCTION CAPACITY AND PERCENTAGES ARE SUBJECT TO ADJUSTMENT AS PROVIDED IN THIS
AGREEMENT, INCLUDING SECTIONS 4, 6, 8, 9, 10, 11, 14 AND 19 HEREOF. THIS TABLE MAY BE REVISED, MODIFIED
OR REPLACED BY A TABLE OR TABLES WHICH CONDENSE THE FORGOING INFORMATION AND WHICH MAY BE
REFERENCED IN, APPENDED TO OR MADE A PART OF THE MINUTES OF THE COORDINATING COMMITTEE OR THE
BOARD OF DIRECTORS OR OTHERWISE MAINTAINED BY THE EXECUTIVE DIRECTOR.
Phase II Renewable Development Agreement
Exhibit A- 12
EXHIBIT A — PROJECT ELEMENT NO. 13
PRODUCTION CAPACITY, ENTITLEMENT SHARES AND RENEWABLE DEVELOPMENT
WORK COST SHARES IN RENEWABLE PROJECT ELEMENT NO.13
Participants
Proposed
Production
Capacity
Entitlement Share
Renewable.
Development
Work Cost Share
MW*
Percentage*
Percentage*
City of Anaheim
0
0
0
City of Azusa
0
0
0
City of Banning
0
0
0
City of Burbank
0
0
0
City of Cerritos
0
0
0
City of Colton
0
0
0
City of Glendale
0
0
0
Imperial Irrigation District
0
0
0
City of Los Angeles
0
0
0
City of Pasadena
0
0
0
City of Riverside
0
0
0
City of Vernon
0
0
0
Total
Tbd
100%
100%
EXHIBITS MAY BE AMENDED BY THE COORDINATING COMMITTEE OR AS OTHERWISE PROVIDED HEREIN
TO REFLECT REVISED PARTICIPATION, AND REVISED PRODUCTION CAPACITY, ENTITLEMENT SHARES,
PERCENTAGES AND COST SHARES. NEW PROJECT ELEMENTS MAY BE ADDED BY THE COORDINATING
COMMITTEE OR AS OTIERWISE PROVIDED HEREIN BY ADDING NEW EXHIBITS WITHIN EXHIBITS A HEREIN, AS
APPLICABLE. PRODUCTION CAPACITY AND PERCENTAGES ARE SUBJECT TO ADJUSTMENT AS PROVIDED•IN THIS
AGREEMENT, INCLUDING SECTIONS 4, 6, 8, 9, 10, 11, 14 AND 19 HEREOF. THIS TABLE MAY BE REVISED, MODIFIED
OR REPLACED BY A TABLE OR TABLES WHICH CONDENSE THE FORGOING INFORMATION AND WHICH MAY BE
REFERENCED IN, APPENDED TO OR MADE A PART OF THE MINUTES OF THE COORDINATING COMMITTEE OR THE
BOARD OF DIRECTORS OR OTHERWISE MAINTAINED BY THE EXECUTIVE DIRECTOR.
Phase JI Renewable Development Agreement
Exhibit A-13
EXHIBIT A — PROJECT ELEMENT NO. 14
PRODUCTION CAPACITY, ENTITLEMENT SHARES AND RENEWABLE DEVELOPMENT
WORK COST SHARES IN RENEWABLE PROJECT ELEMENT NO. 14
Participants
Proposed
Production
Capacity
Entitlement Share
Renewable
Development
Work Cost Share
A
MW*
Percentage*
Percentage*
City of Anaheim
0
0
0
City of Azusa
0
0
0
City of Banning
0
0
0
City of Burbank
0
0
0
City of Cerritos
0
0
0
City of Colton
0
0
0
City of Glendale
0
0
0
Imperial Irrigation District
0
0
0
City of Los Angeles
0
0
0
City of Pasadena
0
0
0
City of Riverside
0
0
0
City of Vernon
0
0
0
Total
Tbd
100%
100%
EXHIBITS MAY BE AMENDED BY THE COORDINATING COMMITTEE OR AS OTHERWISE PROVIDED HEREIN
TO REFLECT REVISED PARTICIPATION, AND REVISED PRODUCTION CAPACITY, ENTITLEMENT SHARES,
PERCENTAGES AND COST SHARES. NEW PROJECT ELEMENTS MAY BE ADDED BY THE COORDINATING
COMMITTEE OR AS OTHERWISE PROVIDED HEREIN BY ADDING NEW EXHIBITS WITHIN EXHIBITS A HEREIN, AS
APPLICABLE. PRODUCTION CAPACITY AND PERCENTAGES ARE SUBJECT TO ADJUSTMENT AS PROVIDED IN THIS
AGREEMENT, INCLUDING SECTIONS 4, G, 8, 9, 10, 11, 14 AND 19 HEREOF. THIS TABLE MAY BE REVISED, MODIFIED
OR REPLACED BY A TABLE OR TABLES WHICH CONDENSE THE FORGOING INFORMATION AND WHICH MAY BE
REFERENCED IN, APPENDED TO OR MADE A PART OF THE MINUTES OF THE COORDINATING COMMI7TEE OR THE
BOARD OF DIRECTORS OR OTHERWISE MAINTAINED BY THE EXECUTIVE DIRECTOR.
Phase II Renewable Development Agreement
Exhibit A-14
EXHIBIT A — PROJECT ELEMENT NO. 15
PRODUCTION CAPACITY, ENTITLEMENT SHARES AND RENEWABLE DEVELOPMENT
WORK COST SHARES IN RENEWABLE PROJECT ELEMENT NO. 15
Participants
Proposed
Production
Capacity
Entitlement Share
Renewable
Development
Work Cost Share
MW*
Percentage*
Percentage*
City of Anaheim
0
0
0
City of Azusa
0
0
0
City of Banning
0
0
0
City of Burbank
0
0
0
City of Cerritos
0
0
0
City of Colton
0
0
0
City of Glendale
0
0
0
Imperial Irrigation District
0
0
0
City of Los Angeles
0
0
0
City of Pasadena
0
0
0
City of Riverside
0
0
0
City of Vernon
0
0
0
Total
Tbd
100%
100%
. EXHIBITS MAY BE AMENDED BY THE COORDINATING COMMITTEE OR AS OTHERWISE PROVIDED HEREIN
TO REFLECT REVISED PARTICIPATION, AND REVISED PRODUCTION CAPACITY, ENTITLEMENT 'SHARES,
PERCENTAGES AND COST SHARES. NEW PROJECT ELEMENTS MAY BE ADDED BY THE COORDINATING
COMMITTEE OR AS OTHERWISE PROVIDED HEREIN BY ADDING NEW EXHIBITS WITHIN EXHIBITS A HEREIN, AS
APPLICABLE. PRODUCTION CAPACITY AND PERCENTAGES ARE SUBJECT TO ADJUSTMENT AS PROVIDED IN THIS
AGREEMENT, INCLUDING SECTIONS 4, 6, 8, 9, 10, 11, 14 AND 19 HEREOF. THIS TABLE MAY BE REVISED, MODIFIED
OR REPLACED BY -A TABLE OR TABLES WHICH CONDENSE THE FORGOING INFORMATION AND WHICH MAY BE
REFERENCED IN, APPENDED TO OR MADE A PART OF THE MINUTES OF THE COORDINATING COMMITTEE OR THE
BOARD OF DIRECTORS OR OTHERWISE MAINTAINED BY THE EXECUTIVE DIRECTOR.
Phase II Renewable Development Agreement
Exhibit A- 15
EXHIBIT A — PROJECT ELEMENT NO. 16
PRODUCTION CAPACITY, ENTITLEMENT SHARES AND RENEWABLE DEVELOPMENT
WORK COST SHARES IN RENEWABLE PROJECT ELEMENT NO. 16
Participants
Proposed
Production
Capacity
Entitlement Share
Renewable
Development
Work Cost Share
MW*
Percentage*
Percentage*
City of Anaheim
0
0
0
City of Azusa
0
0
0
City of Banning
0
0
0
City of Burbank
0
0
0
City of Cerritos
0
0
0
City of Colton
0
0
0
City of Glendale
0
0
0
Imperial Irrigation District
0
0
0
City of Los Angeles
0
0
0
City of Pasadena
0
0
0
City of Riverside
0
0
0
City of Vernon
0
0
0
Total
Tbd
100%
100%
EXHIBITS MAY BE AMENDED BY THE COORDINATING COMMITTEE OR AS OTHERWISE PROVIDED HEREIN
TO . REFLECT REVISED PARTICIPATION, AND REVISED PRODUCTION CAPACITY, ENTITLEMENT SHARES,
PERCENTAGES AND COST SHARES. NEW PROJECT ELEMENTS MAY BE ADDED BY THE COORDINATING
COMMITTEE OR AS OTHERWISE PROVIDED HEREIN BY ADDING NEW EXHIBITS WITHIN EXHIBITS A HEREIN, AS
APPLICABLE. PRODUCTION CAPACITY AND PERCENTAGES ARE SUBJECT TO ADJUSTMENT AS PROVIDED IN THIS
AGREEMENT, INCLUDING SECTIONS 4, 6, 8, 9, 10, 11, 14 AND 19 HEREOF. THIS TABLE MAY BE REVISED, MODIFIED
OR REPLACED BY A TABLE OR TABLES WHICH CONDENSE THE FORGOING INFORMATION AND WHICH MAY BE
REFERENCED IN, APPENDED TO OR MADE A PART OF THE MINUTES OF THE COORDINATING COMMITTEE OR THE
BOARD OF DIRECTORS OR OTHERWISE MAINTAINED BY THE EXECUTIVE DIRECTOR.
Phase II Renewable Development Agreement
Exhibit A- 16
EXHIBIT A — PROJECT ELEMENT NO. 17
PRODUCTION CAPACITY, ENTITLEMENT SHARES AND RENEWABLE DEVELOPMENT
WORK COST SHARES IN RENEWABLE PROJECT ELEMENT NO. 17
Participants
Proposed
Production
Capacity
Entitlement Share
Renewable
Development
Work Cost Share
MW*
Percentage*
Percentage*
City of Anaheim
0
0
0
City of Azusa
0
0
0
City of Banning
0
0
0
City of Burbank
0
0
0
City of Cerritos
0
0
0
City of Colton
0
0
0
City of Glendale
0
0
0
Imperial Irrigation District
0
0
0
City of Los Angeles
0
0
0
City of Pasadena
0
0
0
City of Riverside
0
0
0
City of Vernon
0
0
0
Total
Tbd
100%
100%
EXHIBITS MAY BE AMENDED BY THE. COORDINATING COMMITTEE OR AS OTHERWISE PROVIDED HEREIN
TO REFLECT REVISED PARTICIPATION, AND REVISED PRODUCTION CAPACITY, ENTITLEMENT SHARES,
PERCENTAGES AND COST SHARES. NEW PROJECT ELEMENTS MAY BE ADDED BY THE COORDINATING
COMMITTEE OR AS OTHERWISE PROVIDED HEREIN BY ADDING NEW EXHIBITS WITHIN EXHIBITS A HEREIN, AS
APPLICABLE. PRODUCTION CAPACITY AND PERCENTAGES ARE SUBJECT TO ADJUSTMENT.AS PROVIDED IN THIS
AGREEMENT, INCLUDING SECTIONS 4, 6, 8, 9, 10, 11, 14 AND 19 HEREOF. THIS TABLE MAY BE REVISED, MODIFIED
OR REPLACED BY A TABLE OR TABLES WHICH CONDENSE THE FORGOING INFORMATION AND WHICH MAY BE
REFERENCED IN, APPENDED TO OR MADE A PART OF THE MINUTES OF THE COORDINATING COMMITTEE OR THE .
BOARD OF DIRECTORS OR OTHERWISE MAINTAINED BY THE EXECUTIVE DIRECTOR -
Phase II Renewable Development Agreement
Exhibit A- 17
EXHIBIT A — PROJECT ELEMENT NO. 18
PRODUCTION CAPACITY, ENTITLEMENT SHARES AND RENEWABLE DEVELOPMENT ..
WORK COST SHARES IN RENEWABLE PROJECT ELEMENT NO. 18
Participants
Proposed
Production
Capacity
Entitlement Share
Renewable
Development
Work Cost Share
MW*
Percentage*
Percentage*
City of Anaheim
0
0
0
City of Azusa'
0
0
0
City of Banning
0
0
0
City of Burbank
0
0
0
City of Cerritos
0
0
0
City of Colton
0
0
0
City of Glendale
0
0
0
Imperial Irrigation District
0
0
0
City of Los Angeles
0
0
0
City of Pasadena
0
0
0
City of Riverside
0
0.
0
City of Vernon
0
0
0
Total
Tbd
100%
100%
EXHIBITS MAY BE AMENDED BY THE COORDINATING COMMITTEE OR AS OTHERWISE PROVIDED HEREIN
TO REFLECT REVISED PARTICIPATION, AND REVISED PRODUCTION CAPACITY, ENTITLEMENT SHARES,
PERCENTAGES AND COST SHARES. NEW PROJECT ELEMENTS MAY BE ADDED BY THE COORDINATING
COMMITTEE OR AS OTHERWISE PROVIDED HEREIN BY ADDING NEW EXHIBITS WITHIN EXHIBITS A HEREIN, AS
APPLICABLE: PRODUCTION CAPACITY AND PERCENTAGES ARE SUBJECT TO ADJUSTMENT AS PROVIDED IN THIS
AGREEMENT, INCLUDING SECTIONS 4, 6, 8, 9, 10, 11 14 AND 19 HEREOF. THIS TABLE MAYBE REVISED, MODIFIED
OR REPLACED BY A TABLE OR TABLES WHICH CONDENSE THE FORGOING INFORMATION AND WHICH MAY BE
REFERENCED IN, APPENDED TO OR MADE A PART OF THE MINUTES OF THE COORDINATING COMMITTEE OR THE
BOARD OF DIRECTORS OR OTHERWISE MAINTAINED BY THE EXECUTIVE DIRECTOR..
Phase II Renewable Development Agreement
Exhibit A- 18
EXHIBIT A — PROJECT ELEMENT NO. 19
PRODUCTION CAPACITY, ENTITLEMENT SHARES AND RENEWABLE DEVELOPMENT
WORK COST SHARES IN RENEWABLE PROJECT ELEMENT NO. 19
Participants
Proposed
Production
Capacity
Entitlement Share
Renewable
Development
Work Cost Share
MW*
Percentage*
Percentage*
City of Anaheim
0
0
0
City of Azusa
0
0
0
City of Banning
0
0
0
City of Burbank
0
0
0
City of Cerritos
0
0
0
City of Colton
0
0
0
City of Glendale
0
0
0
Imperial Irrigation District
0
0
0
City of Los Angeles
0
0
0
City of Pasadena
(1
0
0
City of Riverside
0
0
0
City of Vernon
0
0
0
Total
Tbd
100%
100%
EXHIBITS MAY BE AMENDED BY THE COORDINATING COMMITTEE OR AS OTHERWISE PROVIDED HEREIN
TO REFLECT REVISED PARTICIPATION, AND REVISED PRODUCTION CAPACITY', ENTITLEMENT SHARES,.
PERCENTAGES AND COST SHARES. NEW PROJECT ELEMENTS MAY BE ADDED BY THE COORDINATING
COMMITTEE OR AS OTHERWISE PROVIDED HEREIN BY ADDING NEW EXHIBITS WITHIN EXHIBITS A HEREIN, AS
APPLICABLE.. PRODUCTION CAPACITY AND PERCENTAGES ARE SUBJECT TO ADJUSTMENT AS PROVIDED IN THIS
AGREEMENT, INCLUDING SECTIONS 4, 6, 8, 9, 10, 11, 14 AND 19 HEREOF. THIS TABLE MAY BE REVISED, MODIFIED
OR REPLACED BY A TABLE OR TABLES WHICH CONDENSE THE FORGOING INFORMATION AND WHICH MAY BE
REFERENCED IN, APPENDED TO OR MADE A PART OF THE MINUTES OF THE COORDINATING COMMITTEE OR THE
BOARD OF DIRECTORS OR OTHERWISE MAINTAINED BY THE EXECUTIVE DIRECTOR.
Phase II Renewable Development Agreement
Exhibit A-19
OFFICE OF THE CITY CLERK
4305 Santa Fe Avenue, Vernon, California 90058
Telephone (323) 583-8811
August 22, 2012
Southern California Public Power Authority
Attn: Randy Howard
1160 Nicole Court
Glendora, CA 91740
Re: Phase II Renewable Development Agreement
Dear Mr. Howard:
Transmitted herewith is the original signature page of the above -referenced agreement executed
by the City of Vernon, and approved by City Council on August 21, 2012, through Resolution
No. 2012-165.
Please ensure that a fully executed copy of the agreement is returned to the attention of the
undersigned.
If you have any questions regarding this matter, please call Carlos Fandino at (323) 583-8811
ext. 834.
Very tru y yours,
Deborah R. Juarez
Records Management Assistant
Enclosures
c: Carlos Fandino
Resolution No. 2012-165
Agreement No. 12-089
Excfusivefy Industrial
Date: . 2012
(Seal)
Attest:
Date: 12012
(Seal)
Attest:
Date: ✓a&"..c k ova, 2012
(Seal)
(Seal)
CyrWKS]a 9 MM 03QM
Title
CITY OF RIVERSIDE
am
Title
CITY OF VERNON
B
William Davis
Title Mayor Pro—Tem
Attest:
By—
Title
Phase II Renewable Development Agreement
-87-
RECEIVED
RECEIVIED AUG 13 2012
AUG 15 2012 CITY ADMINISTRATION
CITY CLERK'S OFFICE STAFF REPORT
LIGHT & POWER
DATE: August 13, 2012
TO: Honorable Mayor and City Council n /
FROM: Carlos R. Fandino, Jr., Director of Light & Power !�
RE: Phase II Renewable Development Agreement
PURPOSE
The Phase II Renewable Development Agreement has been developed between
SCPPA and SCPPA members to carry forth renewable energy resource acquisition
efforts between current time and 2020 and to assist members in reaching their 2020
renewable energy goals.
The attached final version of the Phase II Renewable Development Agreement has
been reviewed and approved as to form by the City's Legal Department.
RECOMMENDATION
Recommend attached Phase II Renewable Development Agreement be approved for
execution at the August 21, 2012 council meeting.
FISCAL IMPACT
No fiscal impact.
CRF:ah
Attachments
(2) Phase II Renewable Development Agreement
k �ryt
EG
CITY ATTORNEY'S OFFICE
INTER -DEPARTMENT MEMORANDUM
DATE: August 9, 2012
TO: Carlos Fandino, Director of Light & Power /
FROM: Willard G. Yamaguchi, Chief Deputy City Attorne(
RE: Phase II Renewable Development Agreement lv U
I have received and reviewed your Memorandum dated August 2, 2012,
and the attachments thereto.
The revised Agreement is approved as to form.
WY:em
Enclosures
PHASE xI RENEWABLE DEVELOPMENT AGREEMENT
BETWEEN
SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY
AND
THE CITY OF ANAHEIM; THE CITY OF AZUSA;
THE CITY OF BANNING; THE CITY OF BURBANK;
THE CITY OF CERRITOS; THE CITY OF' COLTON;
THE CITY OF GLENDALE; THE IMPERIAL IRRIGATION DISTRICT;
THE CITY OF LOS ANGELES ACTING BY AND THROUGH THE
DEPARTMENT OF WATER AND POWER; THE CITY OF PASADENA;
THE CITY OF RIVERSIDE; THE CITY OF VERNON
(AS APPPLICABLE)
DATED FOR CONVENIENCE AS OF JUL Y l 8, 20:12
TABLE OF CONTENTS
SECTION PAGE
1. PARTIES, PHASE II RENEWABLE DEVELOPMENT AGREEMENTS TO BE
SEPARATELY AND INDIVIDUALLY EFFECTIVE ...........................:........................ I
2. RECITALS ...................... ..... 2
3. AGREEMENT.................................................................................................................12
4. DEFINITIONS.................................................................................................................12
4.1 Acquisition...........................................................................................................13
4.2 Act........................................................................................................................13
4.3 Additional Party ................... .................. ................................ .......................13
4.4 Agreement............................................................................................................14
4.5 Board. of Directors................................................................................................14
4.6 Consolidated Coordinating Committee................................................................14
4.7 Entitlement Share.......................................................................... .14
......... ......... .....
4.8 Estimated Monthly Renewable Development Work Costs.................................14
4.9 Executive Director............................................................................................... 14
4.10 Financing Work...................................................................................................14
4.11 Joint Powers Agreement......................................................................................15
4.12 LADWP ................... ........•.....15
4.13 Participation Agreements..........................................................................15
4.14 Party ... .................................................................................. .................16,
4.15 Power Sales Agreement.......................................................... ....................16
4.16 Power_ Sales Agreement/Transmission Services Agreement Work .....................16
4.17 Phase I ......................................... :........................................................................ 16
4.18 Phase I Agreement ........... ..............................................17
4.19 Phase I Coordinating Committee.........................................................................17
4.20 Phase II.................................................................................................................17
4.21 Phase II Agreement..............................................................................................17
4.22 Phase II Coordinating Committee...............................:........................................17
4.23 Phase II Project....................................................................................................17
4.24 Pre -Operation Costs.....................................................:................:......................18
4.25 Project.........................................................................................................19
4.26 Project Representative and Contract Administrator............................:...............19
4.27 Project Agreements .................................... :............................. I ............................. 19
4.28 Project Element.................................................................................................... 20
4.29 Project Element Determination............................................................................ 20
4.30 Project Element Participant.................................................................................. 21
4.31 Project Manager...................................................................................................21
Phase 11 Renewable Development Agreement
i
4.32
Project Matter.......................................................................................................
21
4.33
Prudent Utility Practice........................................................................................
21
4.34
Renewable Development Work..........................:.:..............:...............................
22
4.35
Renewable Development Work Costs.................................................................
24
4.36
Renewable Development Work Cost Share.........................................................
24
4.37
Renewable Electric Energy Generation Resource ...............................................
24
4.38
Renewable Electric Energy Resource...................................................................
25
4.39
Renewable Electric Energy Resource Project ......................................................
25
. 4.40
Renewable Electric Energy Transmission Resource ............................................
25
4.41
Renewable Electric Energy Storage Resource .....................................................
25
4.42
Renewable Portfolio Standard.............................................................................
25
4.43
Required Concurrence.......................................................................................
26
4.44
Transmission Services Agreement.......................................................................
26
5. PROJECT MANAGER ............................ :................................................ .....26
.................
5.1 Appointment...........................:..................................................:......................... 26
5.2 Term .................................................... ................................................................... 27
5.3 Authority of the Project Manager........................................................................ 27
5.4 Duties and Responsibilities of the Project Manager ............................................ 28
5.5 No Warranty for Project Manager Services......................................................... 35
5.6 Indemnification of the Project Manager.............................................................. 35
6. RENEWABLE DEVELOPMENT WORK BUDGET; SCHEDULE; COSTS;
ANDAUDITS.................................................................................................................36
6.1
Initial Budget, Not to Exceed Costs.....................................................................
36
6.2
Initial Schedule.....................................................................
6.3
Renewable Development Work Costs.................................................................
38
6.4
Renewable Development Work Cost. Share.........................................................
41
6.5
Costs of Expenses Incurred for Sole Benefit of Purchaser....... ...........................
41
6.6
Final Audit of Renewable Development Work Costs and Pre -Operation
Costs......................................................................................................................
42
6.7
Interim Audit of Renewable Development Work Costs and Pre -Operation
Costs..................................................................................... ............................
42
7. PAYMENT OF RENEWABLE DEVELOPMENT WORK COSTS -AND PRE -
OPERATIONCOSTS..................................................................................................... 42
7.1 Payment of Costs..................................................:.............................................. 43
7.2 Payment of Invoices.....................:....................................................................... 43
7.3 Disputed Invoices.................................................................................................44
7.4 Adjustments to Billings........................................................................................ 44
7.5 Incurrence of Pre -Operation Costs ................... ....... ............ ................................. 44
7.6 Other Additional Cost Reconciliation Mechanisms .:.......................................... 44
8. COORDINATING COMMITTEE.................................................................................. 45
8.1 Formation.............................................................................................................45
Phase II Renewable Development Agreement
11
8.2 Duties and Responsibilities of the Coordinating Committee ............................... 48.
8.3 Arranging for Audits of Project Manager's Records ............................................ 52
8.4 Establishment of Other Committees .................................................I.............. 53
8.5 Limited Authority of Coordinating Committee to Amend Agreement ......:......:. 53
8.6 Written Records to be Kept ................................................................... 54
.. . ........ ..
8.7 Cost Incurred by Representatives of Participants ....................................... I........ 54
9. ROLE OF THE PARTICIPANT, THE BOARD OF DIRECTORS AND THE
SCPPA EXECUTIVE DIRECTOR................................................................................. 54
9.1 Project Matter Voting Methodology.................................................................... 54
9.2 Participant's Project Representative and Contract Administrator ........................ 55
9.3 Duties and Responsibilities of the Board of Directors ......:................................. 56
9.4 Audits...................................................................................................................60
9.5 Establishment of Other Committees...... .. .............. +
......................... . 60
9.6 Delegation................ ................................................. 60
10. OBLIGATIONS OF THE PARTIES............................................................................... 60
10.1 Furnishing Studies to SCPPA................................_.............................................60
.10.2 Participant's Payment Obligations Unconditional; No Release of Project
Manager from Its Obligations; Action by Parties Against Third Parties or
Under this Agreement........................................................................ ........ 61
10.3 Parties to Furnish Information............................................................................. 61
11. WITHDRAWAL., ......... I ...................................................................................... 11 .......... 62
11.1 Withdrawal from the Project................................................................................ 62
11.2 No Reimbursement of Costs upon Withdrawal, Exception ................................. 63
12. PARTICIPANT'S ELECTION TO PROCEED WITH THE PROJECT ........................63
12.1 Action of the Parties at or near the Conclusion of Renewable Development
Work.................................................................................................................... 63
12.2 Exercise of Election to Proceed with the Project ................................................. 64
13. EXECUTION OF PROJECT AGREEMENTS...............................................................64
14. LIABILITY......................................................................................................................65
14.1 No Liability of the SCPPA, or the Project Manager, their Directors,
Officers, Employees, Etc.; SCPPA and its Directors, Officers, Employees
and Project Manager and its Directors, Officers, Employees Not
IndividuallyLiable .............. :....................... ......................................................... 65
14.2 Limitation on Liability......................................................................................... 67
14.3 Extent of Exculpation; Enforcement of Rights in Equity .................................... 67
14.4 Allocation of Costs to Discharge Liability.......................................................... 68
14.5 No Relief of Insured Obligations........ ........ ......................................... 70
15. DEFAULT ....................... ........ ................... .. .................. ........................... 70
Phase II Renewable -Development Agreement
iii
15.1 Notice of Default.................................................................................................. 70
,15.2 Obligation to Cure Default.....:.............................................................................. 71
15.3 Initial Dispute Resolution of Alleged Default ..................................................... 71
16. ARBITRATION......................................................:....................:.........:........................ 73
17. - RELATIONSHIP OF PARTIES...................................................................................... 73
17.1 Individual Responsibility........................................................... I......................... 74
17.2 Methodologies for Cost Sharing.........:................................................................ 74
18. BINDING OBLIGATIONS............................................................................................. 74
19. ASSIGNMENT ................................... .......
_.....................:..............: ........
........."........... 74
19.1 Limited Assignment Rights................................................................................. 74
19.2 Assignment Procedures........................................................................................ 75
19.3 Effectiveness of Assignment...... .......................................:. .............................. 76
20. GENERAL PROVISIONS..............................................................................................
76
20.1
Waiver Not to Affect Subsequent Defaults..........:..............................................
77
20.2
Execution in Counterparts..................................................................._................
77
20.3
No Rights in Third Parties.or Duties Created ...... :................................................
77
20.4
Headings Not Binding..............................................:...........................................
77
20.5
Severability................................. ...77
......................................................................
20.6
Amendments ................................................... *"*'"*"'*'........... ......*'""'............ .. '.
78
20.7
Entire Agreement........................................................:........................................
78
21. GOVERNING LAW AND VENUE ..................... ............... 78
...................:.......................
22. EFFECTIVE DATE AND TERMINATION ............................. ............................... 78
22.1 Effective Date ................................ ....................................................................... 78
22.2 Termination..........................................................................................................78
23. NOTICES.......:.................................................................................................................80
23.1 Addresses for Notices ........... ................. ..... ...................... 80
23.2 Designation of Different Addresses and Persons ................................................. 82
24. DESIGNATION OF PURCHASER'S PROJECT REPRESENTATIVE AND
CONTRACT ADMINISTRATOR .............................................................................. 83
25. AGREEMENT TO BE EFFECTIVE AS BETWEEN SCPPA AND
PARTICIPANT UPON APPROVAL BY PARTICIPANT APPROVING
AUTHORITY.......................................................................................................... 83
SIGNATURE CLAUSE..:..........................................:....................:............................... 84
Phase II Renewable Development Agreement
iv
EXHIBIT A — Schedule of Renewable Energy Development Project Elements [Exhibit A may be
revised from time to time to reflect modifications of Renewable Development Project Elements
as reflected therein, or pursuant to Sections 4, 6, 8, %10, 11, 14, 17 and 19 of this Agreement]
Phase II Renewable Development Agreement
V
PHASE II RENEWABLE DEVELOPMENT AGREEMENT
1. PARTIES, PHASE II RENEWABLE DEVELOPMENT AGREEMENTS TO BE
SEPARATELY AND INDIVIDUALLY EFFECTIVE.
1.1 This Phase H Renewable Development Agreement (this "Agreement'), which is
dated for convenience as of July 1, 2012 is made and entered into by and between
the SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY, a joint powers
agency and a public entity organized under the laws of the State of California,
hereinafter designated as "SCPPA," created under the provisions of the Act, and
the City of Anaheim ("ANAHEIM"), the City of Azusa ("AZUSA"), the City of
Banning ("BANNING"), the City of Burbank (`BURBANK"), the City of
Cerritos (CERRITOS), the City of Colton ("COLTON"), the City of Glendale
("GLENDALE"), the Imperial Irrigation District ("IID"), the City of Los Angeles
acting by and through the Department of Water and Power ("LADWP"), the City
of Pasadena ("PASADENA"), the City of Riverside ("RIVERSIDE"); and the
City of Vernon - ("VERNON"), as applicable, (each, individually, a "Party", and
collectively, the "Parties"). ANAHEIM, ' AZUSA, BANNING, BURBANK,
CERRITOS, COLTON, GLENDALE, IID, LADWP, PASADENA, RIVERSIDE,
and VERNON are also, each as a .signatory to this agreement and as may be
applicable, each referred to individually as the "Participant" and collectively as
"Participants." In addition ANAHEIM, AZUSA, BANNING, BURBANK,
CERRITOS, COLTON, GLENDALE, IID, LADWP, PASADENA, RIVERSIDE,
and VERNON to the extent they participate in any renewable resource
Phase II Renewable Development Agreement
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development activities associated with any Project Element may be referred to,
depending on the context,. individually as a "Project Element Participant" or
collectively as "Project Element Participants." Additional Parties or Participants
may be added as provided in Section 9.3.2 or, if applicable, as may be provided
by way of Section 19 herein.
1.2 This Agreement shall become independently effective between SCPPA and any
separate or discrete Party specified in Section 1.1 (irrespective of the approval or
lack of approval of this Agreement by any other Participant) upon the approval of
this Agreement by the Board of Directors and the other contracting Party's
approving authority.
2. RECITALS, CONSTRUCTION AND PRELIMINARY MATTERS.
2.1 The Recitals set forth herein and the facts, which follow, are incorporated into this
Agreement by reference for all purposes. The facts and the circumstances of the .
Parties contained in the Recitals, among others, represent the background and
framework for this Agreement, the aim and purpose of this Agreement and the
intendments of the Parties with respect thereto. This Agreement has been
reviewed by attorneys for both Parties and shall not be interpreted with reference
to the rules of construction providing for construction against a Party responsible
for drafting or creating a particular provision or section, but should instead be
interpreted in a manner which broadly carries forth the goals and objectives of the
Parties as expressed herein. References to "Sections," "Annexes," "Appendices,"
"Schedules" and "Exhibits" shall be to Sections, Annexes, Appendices, Schedules
Phase II Renewable Development Agreement
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and Exhibits, as the case may be, of this Agreement unless otherwise specifically
provided. Section headings in this Agreement are included herein for.
convenience of reference only and shall not constitute a part of this Agreement for
any other purpose nor given any substantive effect. Any of the terms defined
herein may,.unless the context otherwise requires, be used in the singular or the
plural, depending on the reference. The use herein of the word "include" or
"including", when following any general statement, term or matter, shall not be'
construed to limit such statement, term or matter to the specific items or matters
set forth immediately following such word or to similar items or matters, whether
or not nonlimiting language (such as."without limitation" or "but not limited to"
or words of similar import) is used with reference thereto, but rather shall be
deemed to refer to all other items or matters that fall within the broadest possible
scope of such general statement, term or matter. This Agreement is made with
reference to the following facts among others:
2.2 SCPPA was created pursuant to provisions contained in the joint exercise of
powers act found in Chapter 5 of Division 7 of Title I of the Government Code of
California, as amended from time to time (the "Act'), by its members, which are
municipalities and an irrigation district that supply electricity in the State of
California, for the purpose of jointly and cooperatively undertaking planning,
financing, development, acquisition, construction, reconstruction, improvement,
enlargement, betterment, operation and maintenance of projects for the
generation, storage or transmission of electric energy, including renewable
generation technologies in accordance with the Act.
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2.3 SCPPA's members created SCPPA as a separate and independent public entity
pursuant to the Act and pursuant to the Joint Powers Agreement between SCPPA
and its members dated as of November 1, 1980 as amended.
2.4 Pursuant to the terms of the -Act, and the Joint Powers Agreement constituting
SCPPA's formative instrument, SCPPA has the power to plan, develop, finance,
own, acquire, design, construct, operate, maintain and repair electric generation or
transmission projects or to cause such projects to be planned, developed, financed,
designed, constructed, operated, maintained and repaired, and to provide by
agreement, with a public agency of the State of California to perform such
activities.
2.5 Pursuant to the terms of the Act and the SCPPA Joint Powers Agreement, SCPPA
has the power, for the purpose of promoting, maintaining and operating electric
generation and transmission, to plan, develop, contract for, finance, acquire,
design, undertake, own, construct, manage, operate and administer projects
involving generation and transmission of electric energy, including renewable
energy projects, and involving systems, methodologies and programs for the
acquisition, supply procurement and delivery of services related to the studying,
planning, contracting for, administering, financing, developing, acquiring,
constructing, reconstructing, improving, enlarging, bettering, managing,
operating, maintaining or decommissioning any such projects, and to cause such
projects to be planned, developed, contracted for, financed, acquired, designed,
constructed, improved, managed, operated, maintained, and administered and to
provide by agreement for the performance and carrying out of any such activities
Phase II Renewable Development Agreement
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2.6 All of the members of SCPPA are California public entities which provide electric
energy to their citizens through their municipally owned electric systems. In
many SCPPA projects the administration of such projects is carried forth through
various mechanisms provided in the Act or SCPPA's Joint Powers Agreement or
by way of a variety of arrangements between SCPPA and its members.
2.7 In recent years SCPPA members have experienced the imposition of a substantial
number of new laws, rules and regulations addressing energy procurement and the
development of energy resources which have effectively required the Participants
to shift generation assets to increasingly rely on renewable generation and other
systems and methods to conserve generation resources and to reduce emissions
from existing. generating systems and the members of SCPPA have utilized
SCPPA for many of the projects and programs which have been developed to
achieve these goals, and desire to continue to so utilize SCPPA.
2.8 Certain of the proposed Participants which are contemplated to participate in this
Phase II Renewable Development Agreement are publicly owned utilities which
are members of SCPPA and have utilized SCPPA in the past to develop and
finance projects. Over the course of the past several years, members of SCPPA
have developed numerous renewable energy projects through SCPPA and in
carrying forth these projects have utilized both their own staff and the staff of
other SCPPA members to develop, implement, and where applicable to administer
such projects.
Phase II Renewable Development Agreement
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2.9 "Through an earlier agreement for the development of renewable resources SCPPA
and certain Participants have carried forth certain renewable energy goals to
investigate, plan, design, develop and provide for the eventual financing,
contracting for, procurement, acquisition, deployment and operation of a number
of Renewable Electric Energy Resource Projects by which to meet certain SCPPA
members' Renewable Portfolio Standard. Through the renewable . energy
Acquisition process described in this Agreement the Parties intend to provide the
resources necessary to continue this process to investigate, plan, design, develop
and provide for the eventual financing, contracting for, procurement, acquisition,
deployment and operation of the Renewable Electric Energy Resources which
Participant desires to be acquired, developed, financed; implemented or deployed
through SCPPA. The Parties desire to carry forth such work as may be necessary
to bring such Acquisitions to fruition to assist the Participant in meeting its
Renewable Portfolio Standard.
2.10 To further the aims of the proposed SCPPA Renewable Electric Energy Resource
Project, on January 19, 2006 the SCPPA Board of Directors approved Resolution
2006-2 which declared its intention ,to reimburse certain renewable resource
expenditures from the proceeds of future financings, as required by United States
Department of Treasury Regulations section 1.150-2.
2.11 Thereafter on April 20, 2006 the SCPPA Board of Directors byway of Resolution
2006-13 created the SCPPA Renewable Electric Energy Resource Project and
declared this project to be an official SCPPA Study Project pursuant to the
SCPPA Joint Powers Agreement.
Phase I1 Renewable Development Agreement
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2.12 By way of Resolution 2006-13 the SCPPA Board of Directors also authorized the
execution of the Renewable Electric Energy Resource Project Development
Agreement for the SCPPA Renewable Electric Energy Resource Project among
SCPPA and each of SCPPA's members and entities participating in the Study
Project created thereby. This earlier agreement approved pursuant to Resolution
2006-13 is referred to herein as the "Phase I'Agreement".
2.13 Under the Phase I Agreement, SCPPA and the SCPPA members and entities
participating in the Phase I Agreement have carried out the development measures
necessary to acquire, purchase,, procure, construct or otherwise contract for, as the
case may be, a substantial number of Renewable Electric Energy Resources for
the benefit of the participating entities under that agreement.
2.14 Participant has a continuing need for Renewable Electric Energy Resources which
may be currently be in development phase by SCPPA pursuant to the Phase I
Agreement as well as by other means and which are- contemplated to be
developed in the future pursuant to this Agreement. Participant desires to
participate in the continuing development and Acquisition of Renewable Electric
Energy Resources by way of this ,Phase II Agreement. Given these needs and to
draw upon and utilize their combined resources, SCPPA and Participant have
determined that it is .desirable to enter into this Agreement to provide a vehicle by
which to achieve the continuing renewable goals of Participant and SCPPA
through this Phase II Agreement.
Phase II Renewable Development Agreement
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2.15 By way of this Phase II Agreement the Parties desire to provide a mechanism for
the .continuation of and the eventual further consummation of the work begun
under the Phase I Agreement and to provide for the investigation, examination,
study, exploration, Acquisition and development of renewable electric energy
resources entailing both renewable generation resources, transmission resources
and other facilities and arrangements for the storage, exchange or management of
renewable energy, for the purpose of facilitating the delivery of renewable energy
to assist the Participant in meeting the significant and growing needs of its
Renewable Portfolio Standard or renewable energy requirements. Participant has
either participated previously in the Phase I Project or has worked with SCPPA in
the past and, because of the significant continuing and growing need for
renewable resources described herein, SCPPA and Participant desire to carry forth
this Project.
2.16 The Parties contemplate that certain Project Elements with respect to certain
Participants may be financed through SCPPA, and that differing Acquisitions may
take the form of either • power purchase agreement structures, prepayments for
renewable energy, outright facility or renewable asset purchases, or option
arrangements incorporating any of these structures.
2.17 It is the intention of SCPPA and Participant that SCPPA shall undertake on
Participant's behalf to facilitate or provide those administrative, operational and
other resources and requirements as shall be.necessary or advisable to develop,
operate and carry forth the Participant's interests and objectives in the
Phase II Renewable Development Agreement
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aforementioned Renewable Electric Energy Resources in a manner. consonant
with the objectives of this Agreement.
2.18 It is also contemplated through this Agreement that SCPPA and Participant may
continue, where desired or appropriate, to carry forth those measures to further the
renewable objectives of the Phase I and the Phase Il Coordinating Committees
(together -the Consolidated Coordinating Committee) and the objectives of the
SCPPA members represented on these committees having pressing renewable
resource needs, to obtain a seamless cooperative working relationship culminating
in the successful achievement of meaningful renewable energy Acquisitions for
those Parties participating in this Project, in'Phase I or in other renewable energy
resource projects.
2.19 To further the goals of the Project SCPPA and Participant desire to carry forth this
Phase II with the preparatory steps for the development and Acquisition of a
number of renewable resources for the benefit of Participant and, if applicable, for
the eventual financing, procurement, acquisition, engineering, construction,
deployment, operation and maintenance of proposed renewable energy projects.
2.20 The Parties desire, by way of this Phase II Project; to continue to study, examine,
investigate, explore and further develop the potential acquisition of energy and
capacity from Renewable Electric Energy Resources and the potential pathways,
interties, interconnections, substations, energy storage equipment and facilities,
other facilities and equipment and transmission resources to deliver such energy,
Phase Il Renewable Development Agreement
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to ensure that each Participant meets its respective renewable energy resource
goals.
2.21 To further the Participant's renewable energy objectives the Parties desire, by way
of this Phase II Agreement, to proceed forward with and carryout this Phase II
Project to further the achievement of the Participant's RPS goals pursuant to the
terms and conditions set forth herein.
2.22 , In order to enable SCPPA to carry forth the goals and purposes of the Phase II
Project as set forth herein, it is necessary for SCPPA to have a binding agreement
with Participant to pay Participant's share of SCPPA's costs associated with the
Project, Project Element(s) and Participant's share of those payments required to
be made in accordance with provisions of any applicable Project Agreements.
SCPPA shall further provide for the investigation, implementation,
administration, operation and maintenance of the Project for the purpose of
securing and paying for the rights, services, entitlements and deliverables
contemplated hereby, through the application of the payments required to be made
by the Participant to SCPPA in.accordance with the provisions of this Agreement.
2.23 Participant shall pay from its electric revenue fund, including any and all legally
available electric system reserves, all amounts payable to SCPPA under this
Agreement, including but not limited to its proportionate share of Renewable
Development Costs, Pre -operation costs and all other costs incurred pursuant to
this Agreement, and such payments shall constitute an operating expense of.
Participant's electric utility.
Phase I1 Renewable Development Agreement
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2.24 As one of matters contemplated under this Agreement SCPPA and Participants
have identified certain releases, exculpations, liability protections, and related
matters which are more fully set forth in Section 5 and 14 of this Agreement, the
cost of which shall be paid by the Participants, pursuant to the provisions of this
Agreement, including Section 10.2 herein. It is the intention of the Parties that, to
the extent SCPPA incurs any costs in connection with providing the Participants
such releases, exculpations, liability protections or related matters under Section
14, such costs shall 'constitute Renewable Development Work Costs which shall
be passed through to the applicable Participant or Participants pursuant to the
terms of this Agreement. Therefore it is the intention of the Parties that all such
releases, exculpation, liability protections and related matters provided by
SCPPA will be ultimately and entirely paid for by the Participants through the
inclusion in SCPPA's costs to be billed by SCPPA to the Participants as part of
the Renewable Development Work Costs in conformance with the billing and
payment methodology established by this Agreement, and the Participant agrees
to pay its Renewable Development Cost Share of such costs.
2.25 Through this Agreement the Parties intend to, among other things: (i) pursue
certain Renewable Development Work (as defined herein) to carry forth the
Project and Project Elements, including the preparation of regulatory applications,
carrying out potential site reviews, the undertaking of those measures necessary to
exercise due diligence in the examination of leasing arrangements, obtain
planning studies, surveys, permits, licenses, easements, entitlements, approvals,
cost estimates and construction, project delivery and deployment schedules; (ii)
Phase II Renewable Development Agreement .
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prepare contracts, instruments and doeuments-to carry forth the renewable energy
Acquisitions described herein, (iii) take such other actions as are necessary or
desirable for securing of any regulatory approvals and meeting environmental
requirements to undertake the renewable energy Acquisitions described herein;
(iv) determine the feasibility and estimated cost of the Project and the described
renewable -energy Acquisitions; (v) secure all property rights and entitlements;
(vi) permit the acquisition of equipment, goods, materials, parts, facility assets or
other items (or the acquisition of an option to purchase any of same in the future) .
to facilitate the timely or cost-effective deployment of the proposed renewable
energy projects; (vii) cause to be provided advisory and consulting services
related to the Project, including engineering, environmental, regulatory, legal,
financial, accounting and, related services, through contracts or otherwise; and
(viii) provide -a mechanism to facilitate the payment from each Participant, in
accordance with each participant's _ proportionate share, to SCPPA of SCPPA's
costs for the Renewable Development Work and Pre -Operation Costs and all
other costs in carrying out and in furtherance of this Project in the manner.
provided herein
3. AGREEMENT. In consideration of the mutual covenants herein, the Parties agree as
follows:
4. DEFINITIONS. In addition to the - other terms defined herein, the following terms,
whether in the singular or in the plural, when used herein and in the exhibits attached
hereto and initially capitalized, shall have the meanings specified:
Phase It Renewable Development Agreement
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4.1 Acquisition. The procurement of energy, capacity and/or renewable energy
attributes associated with any Renewable Electric Energy Resource(s) including
facilities for interconnection with, or transmission or delivery of, -any Renewable
Electric Generations Resource, and any Renewable Electric Energy Transmission
Resource. Acquisition also includes procurement, construction, obtainment or
creation of new transmission paths or facilities,- or upgrading of existing
transmissions paths (whether physical, virtual or otherwise) or facilities to
accommodate transmission of energy from Renewable Electric Energy Generation
Resources.. In addition -Acquisition includes the procurement of energy storage
facilities, devices, and arrangements, energy exchange management and peak load
shifting technologies. An Acquisition may be carried forth by way of an asset
purchase, an exchange, a joint ownership or participation arrangement, a power
`purchase agreement, a purchase and sale arrangement, a transmission purchase or
service arrangement, an environmental attribute procurement arrangement, a
prepayment arrangement, construction, upgrading or any other action, contract,
device 'or other means deemed appropriate to achieve Participant's renewable
resource goals.
4.2 Act. The "Act" has the meaning set forth in Section 2.1.
4.3 Additional Party. A public agency which is added to or made a Participant under
this Agreement, as may be applicable, either pursuant to Section 9.3.2of this
Agreement or, if applicable, pursuant to Section 19 of this Agreement.
Phase II Renewable Development Agreement
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4.4 Agreement. This Agreement,'as more speci$cally set forth in Section 1 hereof, as
it may be amended from time to time.
4.5 Board of Directors. The Board of Directors of the Southern California Public
Power Authority.
4.6 Consolidated Coordinating Committee. The combination of the Phase II
Coordinating Committee and any Coordinating Committee existing pursuant to
the Phase I Agreement.
4.7 Contribution. The principles of contribution set forth in Section 14.5 hereof.
4.8 Entitlement Share. The percentage entitlement of each Participant in a Project
Element as set forth in Exhibit A herein, as the same may be amended or
supplemented from time to time.
4.9 Estimated Monthly Renewable Develonnnent Work Costs. For any particular
month, the estimated amount that the Project Manager determines will be required
to be paid to cover the Renewable Development Work Costs during such month,
including adjustments for differences between previously estimated and recorded
Renewable Development Work Costs.
4.10 Executive Director. The Executive Director of the Southern California Public
Power Authority.
4.11 Financing Work. All activities associated with the proposed financing of a
Project Element or Project Elements on behalf of a financing Participant or
Phase II Renewable Development Agreement
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financing Participants, including preparation and drafting of instruments and
agreements necessary to the financing, and including tax considerations and all
other necessary or desirable work to enable Participants identified on Exhibit A to
obtain financing for their respective percentage share in the ensuing project
associated with any Project Element. Financing Work may include, where
applicable, work to establish any financial structure, contractual arrangement, or
-other device which might be useful to any Participant or Project Element
Participant to take advantage of, or indirectly obtain a benefit from, . any tax
advantage, tax credit or other tax or financial incentive which might otherwise not
be directly available to a governmental entity.
4.12 Joint Powers Agreement. The "Southern California Public Power Authority Joint
Powers Agreement" dated as of November 1, 1980, as amended and modified,
entered into pursuant to the provisions of the Act, between SCPPA and its
members and any successor agreement.
4.13 LADWP. The City of Los Angeles acting by and through the Department of
Water and Power, which has also been a participating SCPPA member in, and the
Project Manager for, Phase I.
4.14 Participation Agreements. The agreement or agreements, as determined by the
Coordinating Committee or the Board of Directors as applicable, that provide for
the participation of any members of SCPPA, potentially in association with other
entities, in the. potential acquisition, purchase, procurement, financing,
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deployment, management, operation or maintenance of any project or any Project
Element.
4.15 Pam. This term shall have the meaning ascribed thercto.in Section-1 hereof.
4.16 Power Sales Agreement. The agreement or agreements which will provide for
SCPPA's ownership, interest, rights or entitlements or other form of participation
in a proposed SCPPA generation project and the respective rights and obligations
of the parties with respect to such project. As determined by the Board of
Directors and the participants in the proposed project, the Power Sales
Agreements may provide, among other things, for the procurement, acquisition,
financing, construction, operation, maintenance or decommissioning of the
project.
4.17 Power Sales Agreement/Transmission Services Agreement Work. All activities
associated with the preparation of Power Sales Agreements or Transmission
Services Agreements, or of agreements carrying forth similar purposes, as the
case may be, between SCPPA and a Project Element Participant relating to any
Project Element.
4.18 Phase I. The project on behalf of all SCPPA members participating therein
created by way of the Renewable Electric Energy Resource Project Development
Agreement entered into between SCPPA and various SCPPA members and
entities pursuant to SCPPA Resolution 2006-13.
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4.19 Phase I Agreement. The Renewable Electric Energy Resource Project
Development Agreement(s) entered into between SCPPA and certain members of
SCPPA and publicly owned utilities, pursuant to SCPPA Resolution No. 2006-13.
4.20 . Phase I Coordinating Committee.
pursuant to Phase I.
The Coordinating Committee established
4.21 Phase II. The cumulative project or projects and Project Element and Project
Elements created through the approval of Phase II Renewable Development
Agreement(s) between SCPPA and Participant, and SCPPA and other SCPPA
members or participating entities.
4.22 Phase II Agreement. This Phase II Renewable Development Agreement.
4.23 Phase II Coordinating Committee. The Coordinating Committee as may be
established pursuant to Section 8 herein.
4.24 Phase II Project. The total aggregate of all proposed cumulative Acquisitions
associated with any and all Project Element(s) and all of the rights and obligations
associated therewith, including all related agreements and arrangements, all
appurtenant equipment thereto as may be applicable, the applicable portion of any
common facilities and related facilities for interconnection or transmission of the
output of any Project Element(s) and all necessary or .related facilities to carry
forth the deployment and placement into operation of any Project Element(s).
Exhibit A contains the proposed Acquisitions or Project Elements and the
Entitlement Share of energy or capacity contemplated to be acquired by each
Phase II Renewable Development Agreement
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SCPPA member participating in Phase I or Phase II as of the date of this
Agreement. Exhibit A may be amended by the Coordinating Committee or as
otherwise provided in this Agreement to refleet revisions in participation,
revisions in generation or transmission entitlements, percentages or capacity, the
addition or withdrawal of new or different proposed Project Element Participants,
the addition of new Project Elements and the deletion of then existing Project
Elements. Each such amendment, revision, modification or addition to Exhibit A
shall be supplied to each Participant requesting the same. 'The Coordinating
Committee or the Board of Directors, as provided herein or as may be applicable,
shall have the authority to modify the project description contained herein to
accommodate or adapt to new circumstances or changed conditions. For- the
purpose of this Agreement the terms "Project" and "Phase II Project" shall be
synonymous.
4.25 Pre -Operation Costs. Those costs or expenses relating to the acquisition of
equipment, goods or other resources necessary to the development of a Project
Element or otherwise acquired in anticipation of financing, procurement,
construction, implementation or deployment of the initial phases of an
Acquisition (including the acquisition of an option or options for procurement or
to purchase any of same in the future) for the benefit of the Project Element that
the Board of Directors or the Coordinating Committee, as appropriate, has
determined will facilitate the timely or cost-effective acquisition, implementation,
deployment, construction or placement into operation of the Project Element.
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4.26 Pr_ oject, For purposes of this Agreement "Project" shall have the meaning set
forth in the definition of Phase II Project.
4.27 Project Representative and Contract Administrator. The person appointed by
Participant pursuant to Section 24 of this Agreement to act as a liaison between
Participant and SCPPA with respect to the performance of this Agreement and to
represent Participant in all aspects and elements of the administration of this
Agreement.
4.28 Project Agreements. This Agreement, the Participation Agreements, the Power
Sales Agreements, the Transmission. Services Agreements, the joint ownership
agreements, any asset purchase agreement or purchase and sale agreement in
connection with the acquisition, purchase or procurement of any renewable
resource or associated facility forming part of a project or any Project Element,
any power purchase agreement associated with a project or any Project Element,
any agreement addressing the scheduling or tagging of any energy associated with
a project or any Project Element, any agreement addressing entitlement to or
transfer of renewable attributes or' addressing any renewable certifications,
designations,, characterizations or nominations relating to any energy associated
with a project or any Project Element, any agreement relating to the dispatching,
interconnection, transmission or delivery of energy associated with any project or
Project Element from the point or points of generation to the point or points of
delivery as determined by the Coordinating Committee, any agreement relating to
storage of energy or equipment, facility maintenance or operation of any project
Phase II Renewable Development Agreement
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or Project Element, and any other agreement or agreements designated as a
Project Agreement by the Coordinating Committee.
4.29 Project Element. Any Renewable Electric Energy Resource or any of the various
SCPPA wind, geothermal, biomass, landfill, solar or other subprojects which form
a discrete component within the Project as set- forth by way of example in Exhibit
A, or which may qualify as a renewable project under Participant's renewable
portfolio standard, or as may hereafter be approved for Acquisition with respect to
a Participant by actionofthe Participant's Project Representative and Contract
Administrator or otherwise by approval of the Coordinating Committee or Board
of Directors or as otherwise provided herein. A Project Element may also entail
procurement, construction, obtainment or creation of new transmission paths;
facilities and equipment or upgrading of existing transmissions paths, facilities
and equipment (whether physical, virtual or otherwise) any interconnections or
interconnection arrangements, or any means of transmission' congestion
remediation which may accommodate the transmission of energy from Renewable
Electric Energy Generation Resources. Project Elements may be added to or
deleted from this Agreement with respect to a Participant by action of the
Participant's Project Representative and Contract Administrator -or otherwise with
the approval of the Coordinating Committee or the Board. of Directors.
4.30 Project Element Determination. "Project Element Determination" means any
matter involving a question pertinent to the studying, investigating, planning,
financing, engaging, developing, acquiring, constructing, reconstructing,
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operating, mitigating, maintaining, administering, managing, improving,
enlarging, or bettering of a Project Element_
4.31 Project Element Participant: An entity sharing in the cost in the manner set forth
herein, and participating in a specific Project Element development pursuant to
this Agreement or the Phase I Agreement. Project Element Participants and their
respective corresponding Project Elements are set forth in Exhibit A herein, which
exhibit may be amended or supplemented from time'to time to reflect changes in
participation, changes in participants or changes in participant shares with respect
to any Project Element or changes in Entitlement Share with respect to any
participant and/or with respect to any Project Element.
4.32 Project Manager. The entity appointed or designated as such pursuant to the
provisions in Section 5 hereof.
4.33 Project Matter. The term, "Project Matter" shall mean a matter for decision by
the Board of Directors involving a question pertinent to the studying, planning,
financing, developing, acquiring, constructing, reconstructing, improving,
enlarging, bettering, operating or maintaining of a Project as to which there shall
be one or more Project Contracts as defined in the Joint Powers Agreement.
4:34 Prudent Utility Practice. Any of the practices, methods and acts, which, in the
exercise of reasonable judgment in the light of the facts {including but not limited
to the practices, methods and acts.engaged in or approved by a significant portion
of the electrical utility industry or approved by the governing- body that
establishes the standards or recommendations of the particular area of science or
Phase II Renewable Development Agreement
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industry practice prior thereto) known at the time the decision was made, would
have been expected to accomplish the desired result at the lowest reasonable cost
consistent with good business practices, reliability, safety and expedition, taking
into account the anticipated design and operational characteristics of the Project
and the fact that Prudent Utility Practice is not intended to be limited to the
optimum practice, methods or acts to the exclusion of all others, but rather to be a
spectrum of possible practices, methods or acts which could have been expected
to accomplish the desired result at the lowest reasonable cost consistent with
reliability, safety and 'expedition. Prudent Utility Practice includes due regard for
manufacturers' warranties and requirements of governmental agencies of
competent jurisdiction and shall apply not only to functional parts of the Project,
but also to appropriate structures, landscaping, painting, signs, lighting, other
facilities and public relations programs reasonably designed to promote public
enjoyment, understanding and acceptance of the Project.
4.35 Renewable Developnnent- Work. All activities necessary or desirable to (i)
determine the scope and extent of any Project Element and determine and develop
those documents, instruments, agreements or arrangements necessary or desirable
to achieve the agreed upon structure of any Project Element, (ii) determine the
particular renewable resources and related facilities to be acquired and the
structure of the Acquisitions, (iii) determine the nature of the participation
structure, (iv) perform legal work, investigative and due diligence work, site
studies, meteorological, geological, heliographical, diurnal, geophysical,
engineering or environmental studies or work, or any other reviewing, regulatory,
Phase II Renewable Development Agreement
-22-
permitting, licensing or entitlement work as may be required for any Project
Element, (v) draft and negotiate all contracts necessary or appropriate or as may
otherwise be required to carry forth any Project Element,. (vi) perform Power
Sales. Agreement/Transmission Services Agreement Work, (vii) perform any
transmission, interconnection or congestion studies as . may be required by any
Project Element, (viii) estimate the cost to and of all Project Elements for any
proposed Acquisition, purchase or -procurement, as appropriate, of associated
renewable resources and related facilities, (ix) estimate the cost to the Project and
all Project Elements of any transmission or interconnection proposals associated
with any Project Element, (x) estimate the cost of any new or upgraded
transmission paths or any other transmission congestion remediation measures
associated with the Project or any Project Element, (xi) perform any Financing
Work, (xi) estimate the proposed schedule for the overall Project and for all
Project Elements and the anticipated schedules for any proposed Acquisition,
purchase or procurement, as appropriate, of associated renewable resources and
related facilities, (xii) estimate the proposed schedule for any Acquisition
involving any transmission related. resource and the proposed schedule for any
new or upgraded transmission path or other transmission congestion remediation
measure associated with the Project or any Project Element, (xiii) obtain the
appropriate permits, entitlements, licenses and approvals, (xiv) take all necessary
or desirable actions relating any other appropriate pre -acquisition measures
associated with the Project or any Project Element, (xv) identify potential
corridors, interconnections, transmission paths and points of delivery for energy
Phase tl Renewable Development Agreement
23
and capacity associated with any Project Element and address issues relating to
providing - transmission, interconnection services, scheduling, dispatching and
delivery to Participants, and (xvi) perform any other service or activity related to
the Project or any Project Element as determined by the Coordinating Committee
'which is consistent with this Agreement and any • budget approved by the
Coordinating Committee.
4.36 Renewable Develo ment Work Costs. All costs and expenses necessary or
desirable to carry forth or complete Renewable Development Work and all costs
as fiuther described in Section 6.3 hereof.
4.37 Renewable Development Work Cost Share. With respect to any Participant, its
percentage share of Renewable Development Work Costs as set forth on Exhibit
A hereto, as such shares may be adjusted pursuant to Sections 4, 6, 8, 10, 11, 14,
17 and 19 herein. The fraction of all costs of all Project Elements created by
posing the cumulative total of Participant's costs in all Project Elements in which
Participant is a Project Element Participant as the numerator -of such fraction with
the cumulative total of all costs of all Participants. in all Project Elements
representing the denominator of such a fraction is the proportionate share which a
Participant has in the Project.
4.38 Renewable Electric Energy Generation Resource. A source of energy which
meets the definition of an "eligible renewable energy resource" under California
law or which satisfies the requirements necessary to be included in a Participant's
Phase 11 Renewable Development Agreement
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Renewable Portfolio Standard or which otherwise satisfies a Particpant's
renewable energy goals.
4.39 Renewable Electric Energy Resource. A Renewable Electric Energy Generation
Resource, a Renewable Electric Energy Transmission Resource or a Renewable
Electric Energy Storage Resource.
4.40 Renewable Electric Energy Resource Project. Renewable Electric Energy
Resource Project is described in Sections 2.10, 2.11 and 2.12 herein.
4.41 Renewable Electric >rnerg, r Storage Resource. A. storage resource that can be
utilized to store Renewable Electric Energy or other energy resources for
utilization at a later period in time.
4.42 - Renewable Electric Energy Transmission Resource. A resource which can be
utilized to transmit electric energy or to facilitate or direct the transmission or
movement of electric energy from a Renewable Electric Energy Generation
Resource or other, energy resource, and includes, without limitation,
interconnections, transmission lines, interties, substations, switchyards, switching
stations and other resources used in directing and moving electric energy.
4.43 Renewable Portfolio Standard. The formal pronouncement issued by. or on behalf
of a Participant, or which may otherwise be applicable to a Participant, describing
its renewable energy goals or requirements as the same may be modified or
amended from time to time. A Participant's Renewable Portfolio Standard may
Phase II Renewable Development Agreement
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also be referred to from time to time as its renewable portfolios standard or as its
4.44 Required' Concurrence. The affirmative vote of more than one half, numerically,
of the Participants participating in the project Element to which the vote pertains,
who, in addition, represent greater than sixty percent (60%) of the Entitlement
Shares in the Project Element to which the vote pertains.
4.45 Transmission Services Agreement The agreement or agreements , which will
provide for SCPPA's ownership, interest, rights or entitlement or other form of
participation in the proposed SCPPA transmission project and the respective
rights and obligations. of the Parties with respect to such project. As determined
by the Board of Directors and the participants in the proposed project, the
Transmission Services Agreement may provide, among other things, for the
financing, construction, operation, maintenance or decommissioning of the
project or Project Element.
5. PROJECT MANAGER.
5.1 Appointment. SCPPA or its designee shall act as Project Manager under this
Agreement. Unless LADWP declines to be Project Manager or fails to take
action to determine whether it desires or elects to be Project Manager, or unless
SCPPA and the LADWP shall agree otherwise, SCPPA may appoint, designate
and authorize LADWP to be the Project Manager to carry out, as agent for and on
behalf of SCPPA. and SCPPA members participating in Phase I and Phase 1I, and
as principal on its own behalf, the Renewable Development Work in accordance
Phase Il Renewable Development Agreement
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with this Agreement. Should LADWP act as Project Manager under this
Agreement, unless SCPPA and LADWP shall agree otherwise, LADWP shall
continue as Project Manager for Phase I and Phase II so long as SCPPA members
continue to participate in Phase I or Phase II and so long as Phase I and Phase II
or either of them continue as an active SCPPA Project. Notwithstanding the
forgoing, in the event LADWP becomes the Project Manager either SCPPA or.
LADWP may terminate LADWP's services as Project Manager upon two (2)
years written notice.
5.2 Term. Unlzss SCPPA and the Project Manager shall mutually agree otherwise, or .
unless otherwise provided in this Agreement, the Project Manager shall serve in
the capacity of Project Manager as provided herein, during the term of and
pursuant to this Agreement for so long as this Agreement is in effect.
5.3 Authority of the Project Manager. Subject to the express limitations of this
Agreement, the Project Manager is authorized, in its discretion, in the
performance of Renewable Development Work, to incur costs, liabilities and
obligations and to perform and arrange for the performance of Renewable
Development Work. The Project Manager may perform Renewable Development
Work through its own employees, other SCPPA members, consultants,
contractors or otherwise. To assist the Project Manager in its responsibilities, at
the Project Manager's request, SCPPA and Participant will endeavor to furnish
such further information as may be reasonably available from other members
touching upon or relating to tasks or responsibilities as may confront the Project
Manager, which the Project Manager may reasonably find useful in performing
Phase II Renewable Development Agreement
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Renewable Development Work and/or to meet the requirements of regulatory
agencies -having jurisdiction over the Project, any Project Element or any part
thereof. In the execution of Renewable Development Work, the Project Manager
is authorized to exercise those SCPPA powers as may be reasonably necessary to
carry forth such work as are vested in SCPPA pursuant to the Act and its Joint
Powers Agreement as agent for SCPPA to carry forth the objectives set forth
herein.
5.4 Duties. and Responsibilities of the Project Manager. ' The Parties hereto
acknowledge that a principal purpose of this Agreement is.to continue Renewable
Development Work which may have been commenced pursuant to the Phase I
Agreement so that this work can be brought to consummation and also to continue
to investigate such additional potential Project Elements as may materially assist
the Participants in meeting their required RPS goals. The Participants and the
Project Manager desire to fully cooperate in these efforts to obtain a seamless
cooperative working relationship eventuating in the successful accomplishment of
meaningful Acquisitions for all Participants and culminating in the fulfillment of
those RPS goals.as may be accomplished through this Agreement. Subject to the
provisions of Section 10 hereof, the duties and responsibilities of the Project
Manager in performing Renewable Development Work or in incurring Pre -
Operation Costs, .as applicable, under this Agreement shall include but not be
limited to:
5.4.1 Obtaining appropriate leases, permits, licenses; entitlements, clearances,
rights, certifications and approvals, including such state, county, city or
Phase II Renewable Development Agreement
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other local approvals as may be necessary or appropriate to the Project and
any Project Element and, prior to obtaining same, identifying all major
governmental, regulatory, permitting or contractual conditions proposed to
be imposed with respect to such leases, permits, licenses, entitlements,
clearances, rights, certifications and approvals, which conditions shall be
agreed upon by the Coordinating Committee.
5.4.2 Identifying and reporting on renewable resource options and identifying
vendors and contractor supply options or other alternatives with respect to
any Project Element.
5.4.3 Identifying any environmental, pollution or contaminant costs and any
mitigation measures (i) that will be required by, or which may be expected
to be applicable to, any Project Element and/or (ii) that the Project
Manager recommends, if any, should be incurred as part of Pre -Operation
Costs.
5.4.4 Developing a Project plan including, among other things a breakdown
with respect to each Project Element of Project cost estimates and
developing schedules and arrangements for delivery of the Project output
of each Project Element.
5.4.5 Promptly informing and consulting with the Coordinating Committee and,
when appropriate, the Board of Directors, regarding significant factors or
events which may affect, -or have affected, Renewable Development
Phase II Renewable Development Agreement
29
Work, Renewable Development Work Costs, Pre -Operation Costs, any
schedules relating to any Project Elements.
5.4.6 Submitting, to the Coordinating Committee at mutually agreed times a
status report to reflect the progress of Renewable Development Work and
the incurrence of Pre -Operation Costs and any necessary or desirable
revisions to the schedule.
5.4.7 Recommending to the Coordinating Committee for its review and
approval, the plans, cost estimates and schedules for Acquisition of each
renewable resource or of renewable resources and related facilities to be
acquired as part of any Project Element, and recommending to the
Coordinating Committee for its review and approval the plans, cost
estimates and schedules for development, construction or otherwise for the
implementation of any Project Element.
5.4.8 Preparing and submitting to SCPPA for its review and approval budget
revisions for Renewable Development Work Costs and any proposals or
revisions for the proposedincurrence of Pre -Operation Costs.
5.4.9 Notifying and invoicing, or causing to be notified and invoiced, each
Participant at least thirty (30) days prior to the beginning of a given
month, of its share of Estimated Monthly Renewable Development Work
Costs; or Renewable Development Work Costs which may be due, as
applicable, during said month and adjusting, or causing to be adjusted, the
amount of money invoiced each month. for Renewable Development Work
Phase II Renewable Development Agreement
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Costs to reflect variations between the prior recorded costs for Renewable
Development Work and amounts received from Participants for
Renewable
Development Work.:
Notwithstanding
the foregoing, with
respect to
the. first invoice
for Estimated
Monthly Renewable
Development Work Costs (which invoice may also include the balance of
the month ' or months following the effective date of this Agreement), such
invoice shall be sent immediately following the effective date of this
Agreement and shall be payable by the Participants within twenty days or
by the twenty fifth day of the month, whichever shall be later, after receipt
of such invoice. Notwithstanding the forgoing, however, the Board of
Directors may, by resolution,, authorize or prescribe other billing,
payment, costing and cost reconciliation mechanisms to address such
billing, payment, costing and cost reconciliation issues as may from time
to time arise with respect to the Project.
5.4.10 Expending, or causing to be expended, the funds provided for Renewable
Development Work Costs and Pre -Operation Costs in accordance with this
Agreement.
5.4.11 Arranging and negotiating contracts for furnishing, purchasing, procuring,
acquiring. and obtaining from any source it may select (including any
Party), engineering, architectural, 'construction, legal, environmental,
regulatory, financial, accounting and other services necessary or desirable
for the performance and completion of Renewable Development Work
Phase II Renewable Development Agreement
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and the performance or completion of work relating to Pre -Operation
Costs.
5.4.12 Arranging and negotiating contracts for the financing of any costs
associated with any Project Element as directed by the Coordinating
Committee.
5.413 Administering, performing and enforcing contracts entered into for
Renewable Development Work and entered into relating to Pre -Operation
Costs and furnishing conformed copies of such contracts as requested by
any representative on the Coordinating Committee.
5.4.14 Complying with any and all laws and regulations applicable to the
performance, of Renewable Development Work and to the incurrence of
Pre -Operation Costs.
5.4.15 Keeping and maintaining, or causing to be kept and maintained, records of
moneys received and expended, obligations incurred, credits accrued, and
maintaining or causing to be maintained for auditing by SCPPA or any
auditor selected pursuant to Section 6.6 or Section 6.7 hereof, those
accounting records used by the Project Manager or SCPPA, as applicable,
pertaining to financial and statistical data for Renewable Development
Work and for the incurrence of Pre -Operation Costs.
5.4.16 Preparing and submitting, or causing to be prepared and submitted, to the
Board of Directors each calendar quarter after the date of this Agreement
Phase_II Renewable Development Agreement
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a cost report which shall be developed from the records kept and
maintained pursuant to Section 5.4.15 hereof and which shall include both
the accumulated total disbursements for each work activity category from
the beginning of Renewable Development Work, including a comparison
to the most recently approved Renewable Development Work budget, Pre-
Operation Costs incurred and a reconciliation of payments to date for
Renewable Development Work Costs and Pre -Operation Costs to the total
disbursements to date for Renewable Development Work Costs and Pre -
Operation Costs, respectively.
5.4.17 Enforcing all claims against contractors, subcontractors, suppliers,
consultants and others arising out of Renewable Development Work or
relating to Pre -Operation Costs.
5.4.18 At the request of SCPPA, providing reasonably available assistance and
furnishing information that it has relating to Renewable Development.
Work or to Pre -Operation Costs.
5.4.19 Preparing a final completion report for SCPPA upon termination of this
Agreement or completion of an applicable Project Element, which shall
include studies performed, summaries of executed Project contracts, and a
final cost report for Renewable Development Work and Pre -Operation
Costs.
5.4.20 Not permitting any unsatisfied liens arising out of Renewable
Development Work or the incurrence of Pre -Operation Costs to remain in.
Phase lI Renewable Development Agreement
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effect other than liens for taxes or assessments not yet delinquent, liens for
workers' compensation awards and liens for labor. and material not yet
perfected, provided that the Project Manager shall not be required to pay
or discharge any such lien as long as the Project Manager is contesting
such lien in good faith.
5.4.21 Assisting in the negotiations for and preparing all Project Agreements.
5.4.22 Providing for the orderly administration of meetings of the Coordinating
Committee and maintaining the agenda, records and minutes thereof.
5.4.23 Determining the advisability of incurring Pre -Operation Costs and
recommending to the Board of Directors the incurrence of Pre -Operation
Costs.
5.4.24 Upon termination of this Agreement pursuant to Section 22.2.2 hereof or
upon a determination by the Coordinating Committee not to proceed with
construction of a Project Element (a) selling, at such time as directed by
the Coordinating Committee and to such party or parties as approved by
the Coordinating Committee, any and all equipment, goods or other assets
relating to the Project Element (including options to purchase any of
same) the costs of which were Renewable Development Costs or Pre -
Operation Costs and (b) promptly distributing the proceeds thereof (less
any costs which may be owing by a Project Element Participant with
respect thereto and any costs incurred in connection with the sale thereof)
to each respective' Project Element Participant in proportion to the
Phase U Renewable Development Agreement
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proportionate contributed share of the Pre -Operation Costs and Renewable
Development Work Costs of the Project Element by the Project Element
Participants.
5.4.25 Procuring and maintaining in force, insurance coverage for Renewable
Development Work in such form and amounts as the Project Manager, the
Coordinating Committee, or, as applicable, the Board of Directors. may
deem to be necessary or desirable.
5.4.26 Conducting all other activities deemed necessary or desirable to complete
Renewable Development Work and to complete work relating to the
incurrence of Pre -Operation Costs and performing such other functions
and duties as may be assigned to it by the SCPPA, but in any event in a
manner consistent with this Agreement.
5.5 No Warranty for Project Manager Services. If a Participant serves as Project
Manager, all services provided by said Project Manager are provided on an "as is"
basis, and Project Manager disclaims all warranties, express or implied, statutory
or otherwise; including, without limitation, any implied warranties of
merchantability or fitness for a particular purpose.
5.6 Indemnification of Project ManaU . if a Participant serves as Project Manager,
in its capacity as Project Manager under this Agreement, Project Manager shall be
entitled to indemnification by SCPPA as set forth herein. SCPPA shall indemnify
and hold harmless Project Manager, its board, officers, employees, and the
employees of the governmental entity of which the Project Manager is a part,
Phase .II Renewable Development Agreement
- 35
past, present or future (collectively, "Project Manager Indemnitees") from and
against any and all claims, demands, liabilities, obligations, losses, damages
(whether direct, indirect or consequential), penalties, actions, loss of profits,
judgments, orders, suits, costs, expenses (including attorneys' fees and expenses)
or disbursements of any kind or nature whatsoever in law, equity or otherwise
(including, without limitation, death, bodily injury or personal injury to any
person or damage or destruction to any property of Project Manager, SCPPA or
third persons) (collectively, "Losses") arising by reason of any actions, inactions,
errors or omissions incident to the performance of this Agreement (excluding
gross negligence or willful misconduct which, unless otherwise agreed to by the
Parties, are 'both to be determined and established by a . court of competent
jurisdiction in a final, nonappealable order) on the part of Project Manager
Indemnitees. At Project Manager's option, SCPPA shall defend Project Manager
Indemnitees from and against any and all Losses. If SCPPA, with Project
Manager's consent, defends any Project Manager Indemnitee, Project Manager
and Project Manager's City Attorney's Office (or other appropriate Project
Manager counsel or authority, as appropriate) shall approve the selection of
counsel, and Project Manager -shall further approve any.settlement or disposition,
such approval not to be unreasonably withheld. For the avoidance of doubt,
nothing in this Section 5.6 or in any other provision of this Agreement shall affect
the Project Manager's obligation in its capacity as a Project Participant or Project
Element Participant including Project Elements in .which it serves as the Project
Manager to snake any and all payments in accordance with the first two sentences
Phase II Renewable Development Agreement
-36-
in Section 10.2 of this Agreement and Section 2.24 of this Agreement or to pay
any other amounts or costs required to be paid by itunder this Agreement.
6. RENEWABLE DEVELOPMENT WORK BUDGET, SCHEDULE, COSTS: AND
AUDITS.
6.1 Initial Budget, Subsequent Budgets. Not to Exceed Costs. The Coordinating
Committee or the Project Representative and Contract Administrator, may, as it
shall deem appropriate, approve such initial budgets and subsequent budgets as
may be necessary to track costs associated with any Project Element. The budget
maybe structured in a way which sets forth separate specific budgets or budget
categories for each Project Element for which the Project Representative and
Contract Administrator desires to proceed forward or incur any costs. The budget
or budgets so implemented shall be developed with the participation of SCPPA,
the Participant and the other applicable Participants in the Renewable
Development Project to address Renewable_ Development Work Costs and Pre -
Operation Costs. Modification of such budgets or any subsequently revised
budget shall be subject to review and approval by the Coordinating Committee,
the Project Representative and Contract Administrator, or the Board of Directors,
as may be applicable. Costs under this Agreement shall not exceed five million
four hundred thousand dollars ($5,400,000.00) without a further amendment of
this agreement between SCPPA and the Participant which is signatory to this
Agreement. For avoidance of doubt, however, for purposes of this Section 6.1
costs whichare subsumed or otherwise covered under, or returned to a Project
Element Participant by way of, a Power Sales Agreement, a Transmission
Phase II Renewable Development Agreement
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Services Agreement or a Participation Agreement relating to or associated with a
Project Element shall be considered costs under that Power Sales Agreement,
Transmission Services Agreement or Participation Agreement, respectively, and
shall not be considered a cost under the associated Project Element through this
Agreement. In the absence of a budget or other billing mechanism relating to a
Project Element, the Project Element Participants in such a Project Element may
be billed for the Renewable Development Work Costs or Pre -Operation Costs
pertaining to such a Project Element at such times as such costs are incurred
pursuant to the same monthly project billing methodology which SCPPA employs
and under which SCPPA members are billed with respect to other SCPPA
projects and programs.
6.2 Initial Schedule. The Parties shall develop an initial schedule for Renewable
Development Work and the incurrence of Pre -Operation Costs. Such schedule
shall specify the overall schedule .agreed to by the Parties with any specific
Project Element and its associated Renewable Development Work and the work
associated . with the incurrence of Pre -Operation Costs indicated therein.
Modification of such schedule or any subsequently revised schedule shall be
subject to review and approval by the Coordinating Committee.
6.3 Renewable Development 'Work Costs. Renewable Development Work Costs
shall include:
6.3.1 All costs. of services, transportation, studies, and engineering,
architectural, construction, legal, environmental, regulatory, financial,
Phase H Renewable Development Agreement
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accounting and other services necessary or desirable 'for the
performance and completion of Renewable Development Work and the
performance and completion of work relating to Pre -Operation Costs,
performed by the Project Manager in its capacity as Project Manager or
by any other person or entity, in connection with this Agreement and
approved by the Project Manager (including, but not limited to, costs
for Renewable Development Work incurred but not paid prior to the
effective date of this Agreement).
6.3.2 Payroll and other expenses of Project Manager's employees while
performing work in connection with this Agreement, including
applicable overhead costs and labor loading charges, including but not
limited to time off allowances, payroll taxes, workers' compensation
insurance,- retirement and death benefits and other employee benefits.
Labor loading shall be in conformance with the Project Manager's in-
house rates as adjusted from time to time.
6.3:3 Applicable costs of materials, suppiies, services and apparatus used in
connection with this Agreement.
6.3.4 All costs incurred with respect to Pre -Operation Costs that are incurred
prior to the execution, if applicable, of any separate agreement pursuant
to which Pre -Operation Costs would otherwise be paid.
Phase II Renewable Development Agreement
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6.3.5 Federal, state; and local taxes, payments in lieu of taxes, and permit,
entitlement, license, certification, and approval -related fees of any
character arising out of the performance of this Agreement.
6.3.6 All costs for Renewable Development Work insurance in such form
and amounts as determined by the Project Manager or the Board of
Directors.
6.3.7 All costs of the Project Manager, including payments made out of the
self-insurance fund, if any, of the Project Manager, and to the extent
not initially provided for by insurance, of discharging or paying any
liability and loss, damage and expense, including costs and expenses
for attorneys' fees, and other costs of defending, settling or otherwise
administering claims, liabilities ,or losses arising out of workers'
compensation or employers' liability claims or by reason of property
1
damage or injuries to or death of any person or persons or by reason of
claims of any and every character resulting from, arising, out of or
connected with the performance of the -Renewable Development Work,
whether wholly or partially by the negligence of the Project Manager or
its respective employees or agents, including without limitation and by
way of example, any indemnity provided to Project Manager in Section
5.6.
6.3.8 The Project Manager's administrative and general expenses to cover
services in the performance of Renewable Development Work and
Phase II Renewable Development Agreement
-40-
administrative and general expenses incurred by the Project Manager in
connection with services regarding the incurrence or proposed
incurrence of Pre -Operation Costs.
6.3.9 The costs arising out of the issuance of and administration of any
request for proposal process undertaken for the purpose of identifying
potential renewable energy projects or otherwise initiating Renewable
Development Work for any proposed renewable energy project.
6.3.10 The cost of pursuing any legal action or defending against any action
associated with or arising out of any Renewable Development Work,
including but not limited to all costs incurred by SCPPA in connection
with or in carrying out the provisions of Section 14.1.
6.3.11 All costs relating to the preparation and drafting of Power Sales
Agreements, Transmission Services Agreements or Participation
.Agreements on behalf of Project Element Participants identified in
Exhibit A hereto, whether performed by the Project Manager in its
capacity as Project Manager or by SCPPA or any other person or entity,
in connection with this Project or any Project Element.
6.3.12 The cost of any audit carried out under or pursuant to the terms of this
Agreement.
6.3.13 All out-of-pocket expenses relating to Renewable Development Work.
Phase II Renewable Development Agreement
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6.4 Renewable Development Work Cost Share. Unless otherwise provided by way
of this Agreement Participant shall pay its Renewable Development Work Cost
Share of all its costs of Renewable Development Work, Financing Work and Pre -
Operation Costs in accordance with this Agreement.
6.5 Costs or Expenses Incurred for Sole Benefit of Purchaser. Notwithstanding
anything to the contrary in this Agreement, if a particular cost or expense is
incurred by SCPPA for the 'sole benefit of Participant, unless otherwise
determined by the Coordinating Committee, then such cost or expense shall be
allocated only to Participant, in which event only Participant (and no other
participating.entity in the Renewable Development Project) shall be responsible
for the payment thereof under this- Agreement.
6.6 Final Audit of Renewable Development Work Costs and Pre -Operation Costs.
Should the Project Manager and SCPPA deem it appropriate or advisable the
Parties may cause to be conducted a final audit of all Renewable Development
Work Costs and Pre -Operation Costs, including Renewable Development Work
Costs incurred prior to the effective date of this. Agreement, upon determination
that the Renewable Development Work (or substantially all of the Renewable
Development Work) is complete or upon termination of this Agreement: Within
thirty (30) days following completion of the final audit, a report of total audited
costs expended under this Agreement may be submitted by the Project Manager to
the Board of -Directors.
Pbase II Renewable Development Agreement
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6.7 Interim Audit of Reviewable Development Work Costs and Pre -Operation Costs.
Should the Board of Directors deem it advisable it may cause to be conducted one
or more interim audits of all Renewable ' Development Work Costs and Pre -
Operation Costs expended to the date of the interim audit, including Renewable
Development Work Costs and Pre -Operation Costs incurred prior to the effective
date of this Agreement.
7. PAYMENT OF RENEWABLE DEVELOPMENT WORK COSTS AND PRE.
OPERATION COSTS.
7.1 Payment of Costs. Except as may be otherwise provided herein, or by way of a
separate resolution of the Board of Directors, by the twenty fifth (25th) day of the
month or within twenty' (20) days after receipt of an invoice for Renewable
Development Work Costs furnished pursuant to the provisions of this Agreement,
whichever is later, Participant shall pay to SCPPA its Estimated Monthly
Renewable Development Work Costs and its Renewable Development Work
Costs, as the same may be applicable and which may be due. All such amounts so
paid may be expended by the Project Manager for Renewable Development Work
in accordance with the terms of this Agreement. Within twenty (20) days after
receipt of an invoice for Pre -Operation Costs furnished pursuant to this
Agreement, Participant shall pay to SCPPA the amount of Pre -Operation Costs so
invoiced. All such amounts so paid may be expended by the Project Manager for
Pre -Operation costs in accordance with the terms of this Agreement. Should a
Participant elect to pay any cost of its proportionate share of any Project Element
Phase II Renewable Development Agreement
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by way of payment through the Phase I Agreement, them such cost shall not be
billed or payable under this Agreement.
7.2 Payment of Invoices. Participant shall make payment of invoices which are billed
for the costs, expenses, liabilities and obligations of the Project including
Renewable Development Work Costs and Pre -Operation Costs, to SCPPA, at the
following address:
Southern California Public Power Authority
1160 Nicole Court
Glendora, California 91740
SCPPA shall deposit all such payments made to it in a separate account. All
payments from such account shall be made by SCPPA upon the direction of the
Project Manager (or its agent) or as otherwise authorized by the Executive
Director or the Board of Directors.
7.3 Disputed Invoices. If any portion of an invoice is disputed, the total invoice,
including the disputed amount, shall be paid to. SCPPA when due and under
protest. If the disputed amount is found by SCPPA to be validly disputed and
proven to be incorrectly invoiced such incorrectly invoiced amount shall be
promptly refunded to the Participant. Payments not made under protest shall be
deemed to be correct, except to the extent audits may reveal overpayments or
underpayments by Participant.
7.4 Adjustments to Billings. Adjustments to billings resulting from an audit
1
described in Section 8.3 hereof shall be made within thirty (30) days of resolution.
Phase II Renewable Development Agreement
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7.5 Zneyff nce of Pre -Operation Costs. The Project Manager is authorized to incur
Pre -Operation Costs - in support of a specific Project Element in a manner and to
the extent authorized by a determination of the Coordinating Committee which 'is
reflected in its minutes or by a Resolution of the Board of Directors. Pre -
Operation Costs shall be separately accounted for but shall be billed as part of the
Renewable Development Work Costs.
7.6 Other or Additional Cost Reconciliation Mechanisms. The Board of Directors
may, by resolution, authorize or prescribe other billing, payment, costing and cost
reconciliation mechanisms to address such billing, payment, costing and cost
reconciliation issues as may from time to time arise with respect to the Project.
8. COORDINATING COMMITTEE.
8.1 Formation. There may be established under this Agreement, in the discretion of
each Participant's - Project Representative and Contract Administrator, a
Coordinating Committee to provide management direction for the Project
Manager and to secure the effective cooperation and interchange of information
among the Parties in connection with the incurrence of Pre -Operation Costs and in
connection with various administrative, technical and other matters that may arise
from time to time associated with the Renewable Development Work and
Financing Work.
8.1.1 In the event a Coordinating Committee is established, each Participant
and SCPPA ' shall appoint a representative to the Coordinating
Committee and shall designate such representative within a reasonable
Phase II Renewable Development Agreement
- 45
time (or within thirty days (30) days of any assignment pursuant to
Section 19 of this Agreement) by giving notice to the other Parties of
such designation. Each voting Party may, by giving notice to the other
Parties, designate an alternate to act as its representative on the
Coordinating Committee in the absence "of the regular member or to act
on specified occasions with respect to specified matters; such notice to
be effective, however, only if given at least one day prior to the first
meeting of the Coordinating Committee at which such alternate shall
attend. The Chairperson of the Coordinating Committee shall be the
representative of the Project Manager. Such Chairperson shall be
responsible for calling and presiding over meetings of the Coordinating
Committee. The Chairperson may call a meeting of the Coordinating
Committee at the request of any representative on the Coordinating
Committee. The Chairperson shall promptly call a meeting of the
Coordinating Committee at the request of representatives on the
Coordinating Committee, or their designated alternates, who are
entitled in the aggregate,. to votes totaling the number of votes required
to take action on the matter before the Coordinating Committee.
Notwithstanding anything to the contrary in this Agreement, the
representative of SCPPA on the Coordinating Committee shall not be
entitled to vote on any matter.
8.1.2 Each member of the Coordinating Committee shall only be entitled to
vote with respect to those Project Elements in which the member is a
Phase Il Renewable Development Agreement
-46-
Project Element Participant. Votes on matters which affect the Project
as a whole or which are otherwise within the jurisdiction of the Board
of Directors shall be voted on -by the Board of Directors in accordance
with the provisions' of Section 9 of this Agreement. Each Project
Element Participant shall have a weighted vote in proportion to its
Entitlement Share in the particular Project Element to which the vote is
addressed. Should a Coordinating Committee decision address the
Project as a whole as opposed to a Project Element or Project Elements
each Participant represented on the Coordinating Committee shall be
entitled to a weighted vote equal to the proportion which the
Entitlement Shares belonging to that Participant in all Project Elements
bears to - the sum of all Participant Entitlement Shares in all Project
Elements. In addition to -any other voting requirements imposed by this
Agreement all actions or decisions by the Coordinating Committee with
respect to Renewable Development Work concerning the Project or any
Project Element shall be by agreement of at least, the Required
Concurrence of the applicable Participants or Project Element
Participants entitled to vote on .the matter based on the Renewable
Development Work Cost shares as set forth in Exhibit A. Any vote of
the Coordinating Committee may be taken in an assembled meeting or
by telephone, facsimile transmission, telegraph, telex, letter or by any
combination thereof, to the extent permitted by law, provided that if
taken by telephone, a written record shall thereafter be made as soon as
Phase 11 Renewable Development Agreement
-47-
possible by the Chairperson of the Coordinating Committee ' or by the
person designated by the Chairperson to make such record. If a
Participant is sixty (60) days or more delinquent in its payment of
Renewable Development Work . Costs or Pre -Operation Costs its
representative on the Coordinating Committee, at the discretion of the
remaining Coordinating Committee members in good standing, shall
not be entitled to vote for so long as such delinquency continues, and
all votes taken while such delinquency continues shall be adjusted to
eliminate the voting percentage of the Participant in default.
8.1.3 Each Party shall promptly give notice to the other Parties participating
in Phase I or Phase II of any change in the designation of its
representative or alternate representative on the Coordinating
Committee and any other committee. Any such notice shall be
effective if given at least one day prior to the first meeting of the
Coordinating Committee or other committee at which such new
representative or alternate representative will attend..
8.2 Duties and Res onsibilities of the Coordinatin Committee. The Coordinating
Committee may meet at such times and locations as the Participants shall deem
advisable, and the Coordinating Committee or the Board of Directors, as
applicable, shall have the following duties and responsibilities, among others:
8.2.1 Monitor the continuation and completion of Renewable Development
Work and Financing Work.
'Phase 11 Renewable Development Agreement
- 48 -
8.2.2 Provide liaison among the Parties and the Project Manager with respect
to Renewable Development Work and Financing Work.
8.2.3 Exercise general supervision over the committees established pursuant
to Section 8.4 herein.
8.2.4 Review, discuss and attempt to resolve 'any disputes relating to the
Project or any Project Element among Parties or among Parties and the
Project Manager.
8.2.5 Make recommendations to the Project Manager with respect to
Renewable Development Work and Financing Work.
8.2.6 Review written statistical and administrative reports and information
and other similar reports and records. furnished to the Coordinating
Committee by the Project Manager.
8.2.7 Review and take such action as is appropriate with respect to all
proposed budget revisions prepared and submitted by the Project
Manager.
8.2.8 Review and act upon revisions recommended by the Project Manager
with respect to the description of the Project and the description of each
Project Element, which revisions shall be in accordance with Prudent
Utility Practice.
8.2.9 Review and act upon other recommendations of the Project Manager.
Phase ILRenewable Development Agreement
-49-
8.2.10 Review and act upon all contracts or contract amendments negotiated
and arranged for by the Project Manager which relate to Renewable
Development Work or Financing Work.
8.2.11 Prepare, revise or otherwise act upon the minutes of meetings of the
Coordinating Committee.
8.2.12 Review and act upon all proposed amendments to this Agreement and,
if the Coordinating Committee approves such amendment or
amendments, provide for the forwarding of same to the Parties for their
consideration and, if necessary, their approval.
8.2.13 Review and act upon the Project schedules and cost estimates
8.2.14. Review and approve those Project Agreements and other agreements
for the retention of specialized services or consultants for the purpose
of carrying out Renewable Development Work and Financing Work.
8.2.15 Review and approve the form of each, Project Agreement with respect
to the Project and each Project Element prior to the circulation thereof
for execution pursuant to Section 12 hereof.
8.2.1 b Review and act . upon proposed . renewable resource procurement
arrangements, purchases and acquisitions and any Acquisition -or
related facilities recommended by the Project Manager to be acquired
for any Project Element or by any Project Element Participants in
accordance with Prudent Utility Practice.
Phase II Renewable Development Agreement
- 50 -
8.2.17 Determine, where deemed appropriate, such cost allocation related
matters and cost allocation questions as may arise upon the entry of a
new Project Element Participant or new Project Element Participants
into a Project Element.
8.2.18 Determine, where deemed appropriate, such cost allocation related
matters and cost allocation questions as may arise upon the departure or
withdrawal of any Project Element Participant or Participants from a
Project Element.
8.2.19 Review and aot upon any litigation or potential litigation, including the
settlement thereof, relating to Renewable Development Work,
Financing Work or relating to the Project or any Project Element.
8.2.20 Meet or coordinate with such other SCPPA Committees as may be
appropriate to exchange information or coordinate work which may
touch upon matters of mutual interest.
8.2.21 Meet and coordinate and in appropriate cases decide upon and approve
revisions to the Project description.
8.2.22 Review, study, modify and approve as necessary the revisions of
Exhibit A,, which may be necessary or appropriate to reflect the
revision of participation with respect to any .Project Element by any
Project Element Participant, including revisions of Proposed
Production Capacities, Entitlement Shares, Development Work Cost
Phase II Renewable Development Agreement
-51-
Shares, as well as the entry or withdrawal of a .Project Element
Participant with respect to any Project Element.
8.2.23 Arrange as necessary for the financing of the costs, as applicable, of
each Project Element (or of SCPPA's ownership interest therein) for
the Participants as identified on Exhibit A hereto.
8.2.24 Arrange as necessary for the financing of costs, as applicable, of each
Project Element for Participant(s) identified on Exhibit A hereto,
including the pledging of,- and the imposition of a lien upon, the -
amounts collected from such Participant(s) pursuant to this Agreement.
(other than amounts reimbursed to the Project Manager and SCPPA
pursuant to the provisions of this Agreement) for the purpose of
securing any obligation incurred by SCPPA or the Project Manager for
the purpose of paying such costs payable by the Participant(s)
identified in Exhibit A hereto.
8.2.25 Review and act upon the contracts arranged and negotiated by the
Project Manager pursuant to Section 5.4.12 herein.
8.2.25 Perform such other functions and duties as are reposed in it or assigned
to it by this Agreement.
8.3 Arrandung for Audits of Project Manager's Records. The Coordinating Committee
or the Board of Directors may arrange for audits of the books and cost records of
Phase II Renewable Development Agreement
-52-
the Project Manager and any cost reimbursable consultant or contractor, relating
to the performance of Renewable Development Work.
8.4 Establishment of Other Committees. The Coordinating Committee or the Board
of Directors may establish other committees, including, but not limited to,
auditing, legal, financial, engineering, operating, insurance, environmental and
public information committees. The Coordinating Committee shall establish the
authority, membership, rules and duties of each committee, and each such
committee shall be subject to the provisions of this Agreement. Each such
committee shall be responsible to the Coordinating Committee.
8.5 Limited Authority of Coordinating Committee to Amend A ear ernent.
8.5.1 Exhibit A contained herein may be amended by the Coordinating
Committee, by the Board of Directors, or when applicable to a Project
Element in which Participant is participating by the Project
Representative and Contract Administrator, or as otherwise provided in
this Agreement to reflect revisions in participation, revisions in
generation or transmission shares, proportions, percentages or capacity,
the addition of new Project Elements or the deletion of previously
existing Project Elements. The budget with respect to any Project
Element approved by the Coordinating Committee or Board of
Directors may be amended by the Coordinating Committee or Board of
Directors or as otherwise provided in this Agreement. Any such
Phase II Renewable Development Agreement
-53-
amendment or addition to Exhibit A shall be supplied to Participant
upon request.
8.5.2 Except for those amendments which may be effectuated as specifically
otherwise provided under this Agreement, this Agreement may only be
amended as provided in Section 20.6. Except as otherwise provided
herein, neither the Coordinating Committee nor any of its appointed
committees shall have the authority to amend this Agreement.
8.6 Written Records to be Kept Actions .by the Coordinating Committee as required
by this Agreement shall be set forth in its minutes, except when made by
telephone pursuant to Section 8.1.2 and 8.1.3, as applicable, here, whereupon a
written record thereof shall be made thereafter as soon as possible as provided in
Section 8.1.2 and 8.1.3, as applicable, herein or as provided by law.
8.7 Costs Incurred by Representatives of Participants. Unless otherwise provided by
resolution of the Coordinating Committee or the Board of Directors, any expenses
incurred by the Project Representative and Contract Administrator, or incurred by
any representative of any Participant serving on the Coordinating Committee or
any other committee in connection with his or her duties on the Coordinating
Committee or any other committee shall be paid by the Participant and shall not
be included as Renewable Development Work Costs or Pre -Operation Costs.
9. ROLE OF PARTICIPANT SCPPA AND THE BOARD OF DIRECTORS.
Phase II _Renewable Development Agreement
-54-
9.1 Project Matter Voting Methodology. The performance contemplated. under this
Agreement and rights and obligations of SCPPA under this Agreement shall be
subject to the ultimate and supervening control of the Board of Directors. Actions
by the SCPPA Board of Directors with respect to a Project Element in which the
Participant is a Project Element Participant shall only be carried forth with
Participant's participation. Voting on Project Element Determinations with
respect to a Project Element which is proposed to become a SCPPA project shall
be conducted in accordance with the voting procedures set forth in the Joint
Powers Agreement. Participant will participate in the SCPPA Board of Directors
meetings with respect to any Project Element in which it is a Project Element
Participant and Participant will cooperate with SCPPA and the Board of Directors
to provide for effective interchange of information relating to such Project
Element to provide coordination on a prompt and orderly basis to SCPPA, in
connection with the various financial, administrative and technical matters which
may arise from time to time in connection with administration of Renewable
Development Work and Pre -Operation Costs affecting the Project Element. All
actions with respect to any Project Element or the Project as a whole taken by the
SCPPA Board of Directors shall be carried out in, conformance with SCPPA's
Joint Powers Agreement, dated as of November 1, 1980, as amended.
9.2 Participant's Project -Representative and Contract Administrator. In accordance
with the provisions of Section 24 herein, Participant may designate an individual
to act as the Project Representative and Contract Administrator who shall be
responsible for the ongoing exchange of information, coordination and
Phase II Renewable Development Agreement
-55-
cooperation with SCPPA and such elections with respect to Project Elements
under this Agreement'as may be necessary to carry out the Participants renewable
energy goals with respect to the Project. Participant may designate alternate
representatives by similar notice to act as alternates in -place of or on behalf of its
regular Project Representative and Contract Administrator, in the absence of the
regular representative or to act on specified occasions with respect to specified
matters. Participant shall promptly: give notice to SCPPA of any change in the
designation of its representative or alternate representative.
9.3 Duties and Responsibilities of the Board of Directors The actions carried forth
pursuant to this Agreement and the agreements associated with any Project
Element as well as the rights and obligations of SCPPA in relation to the
Participants under this Agreement or any agreement associated with ariy Project
Element and under other agreements and arrangements pertaining to ongoing
Phase I Project matters and Phase II Project matters, shall be subject to the
ultimate control at all times of the Board of Directors. The Board of Directors
shall have the following duties and responsibilities, among others:
9.3.1 The Hoard of Directors may, by resolution, authorize or prescribe
alternative billing, payment, costing and cost reconciliation
mechanisms as an alternative to the billing mechanisms otherwise
provided in this agreement, to address such billing, payment, costing
and cost reconciliation issues as may from time to time arise with
respect to. the Project or with respect to any Project Element.
Phase II Renewable Development Agreement
-56-
9.3.2 To the extent provided by law, the Board of Directors may, by
resolution, act upon and. approve the participation, of additional .public
agencies as participants in the Phase H Project (which additional public
agencies, as applicable, may become Additional Parties under the terms
and conditions of an agreement which mirrors this agreement) and shall
have ' authority to approve any agreement with such an agency to carry
forth such participation.
9.3.3 Where appropriate, the Board of Directors -may provide overview or
recommendations with respect to the progress of Renewable
Development Work.
9.3.4 When necessary or appropriate the Board of Directors may provide
liaison between SCPPA and the Project Manager and, where desirable
or appropriate, between the Participant and other SCPPA members with
respect to Renewable Development Work.
9.3.5 The Board of Directors shall exercise general supervision over any
committee(s) created pursuant to Section '9.5 hereof, if any such
committee(s) are so established
9.3.6 The Board of Directors shall review, discuss and attempt to resolve any
problems, disputes or issues among members relating to any Project
Element or relating to the Project in general.
Phase H Renewable Development Agreement
-57-
9.3.7 The Board of Directors shall review and act upon all recommendations
of the Project Manager made to the Board of. Directors to incur Pre -
Operation Costs.
9.3.8 The Board of Directors may make recommendations to the Project
Manager with respect to Renewable Development Work.
9.3.9 The Board of Directors may review written statistical and
administrative reports and information and other similar reports and
records furnished to the Board of Directors by the Project Manager.
9.3.10 The Board of Directors may. review . and act upon revisions
recommended by the Project Manager with respect to the description of
the Project or any Project 'Element, which revisions shall be in
accordance with Prudent Utility Practice.
9.3.11 The Board of Directors may review and. act upon other
recommendations of the Project Manager
9.3.12 The Board of Directors, where appropriate, may create or issue such
budgets or budgetary or cost payment mechanisms as may be
appropriate or desirable to pay and account for all costs of Renewable
Development Work.
9.3.13 The Board of Directors may review and act upon any and all contracts
or contract amendments which relate to Renewable Development Work
or the incurrence of Pre -Operation Costs.
Phase 11 Renewable Development Agreement
9.3.14 The Board of Directors may review and act upon all proposed
amendments to this Agreement and, if any such amendment or
amendments are approved, provide if requested, for the forwarding of
same to the Participant which is signatory hereto.
9.3.15 The Board of Directors may review and act upon any litigation or
potential .litigation, including , the settlement thereof, relating to
Renewable Development Work or Pre -Operation Costs or otherwise
arising out of or associated with any Project Element.
9.3.16 The Board of Directors may take such action as may be necessary to
make preparations and arrangements for the financing of any Project
Element which is being posed to be developed into a proposed SCPPA
project and for SCPPA's interest therein.
9.3.17 The Board of Directors may review and act upon the contracts
requested by, arranged for or otherwise negotiated by the Project
Manager pursuant to .Section 5 hereof.
9.3.18 The Board of Directors is reposed with the complete power and
authority to act upon any matter which is capable of being acted upon
by the Coordinating Committee or which is specified as being within
the authority of the Coordinating Committee pursuant to the provisions
of this Agreement, including those matters enumerated in Section 8 of
this Agreement.
Phase II Renewable Development Agreement
-59-
9.3.19 The Board of Directors may perform such other functions and duties as
may be appropriate for the Board of Directors to efficiently carry forth
the objectives of this Agreement.
9.4 Audits. The Board of Directors may arrange for audits of the books and cost -
records of the Project Manager and any cost reimbursable consultant or
contractor, relating to the performance of Renewable Development Work or the
incurrence of Pre -Operation Costs.
9.5 Establishment of Other Committees. The Board of Directors may establish other
committees, including, but not limited to, auditing, legal, financial, engineering,
operating, insurance, environmental and public information committees. The
authority, membership, rules and duties of any such committee, if established,
shall be as prescribed by the Board of Directors, and each such committee shall be
subject to the provisions of this Agreement and shall be responsible to the Board
of Directors.
9.6 Delegation. To secure the timely administration of this Agreement by SCPPA -
and to promote the necessary actions, approvals and coordination -in connection
with various administrative, technical and other matters which .may arise from
time to time in connection with the development, construction, management,
operation, administration and maintenance of the Project, in appropriate cases the
authority, powers, duties and responsibilities of the Board of Directors under this
Section 9, may be delegated to the Executive Director.
10. OBLIGATIONS OF THE PARTIES.
Phase Il Renewable Development Agreement
10.1 Furnishing Studies to SCPPA. Upon completion of the Renewable Development
Work, the Project Manager shall furnish to SCPPA copies of reports and studies
which may have been developed during the planning and development stage
related to the Renewable Development Work in addition to those described in
Section 5.4.19 hereof.
10.2 Participant's Payment Obligations Unconditional, No Release of Project Manager
from Its O li ations: Action by Parties Against Third Parties or Under this
Agreement. The obligation of the Participant pursuant to this Agreement to make
payments under this Agreement is absolute and unconditional, irrespective of any
rights of setoff or counterclaim Participant might otherwise have against SCPPA.
Participant shall be responsible for such payments to SCPPA for any costs
incurred by SCPPA for the benefit of Participant with respect to the Project or for
the benefit of Participant as a Project Element Participant in any Project Element.
This provision shall not be construed to release either SCPPA or Participant from
the performance of either SCPPA's or the Participant's obligations or
undertakings contained in this Agreement or to release the Project Manager from
any of its obligations or undertakings, or, except to the extent provided in this
Section, prevent or restrict any Participant at its own costs and expense, from
prosecuting or defending any action or proceeding against or by third parties or
taking any other action to secure or protect its rights under this Agreement;
provided, however; that any costs incurred by SCPPA in prosecuting or defending
any such action or proceeding or taking any other action to secure or protect its
Phase H Renewable Development Agreement
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rights under this Agreement shall be Renewable Development Work Costs which
shall be paid as incurred by SCPPA, in accordance with this Agreement.
10.3 Partie to Furnish Information. In addition to its obligation to provide
information to the Project Manager,as provided in Section 5.3 hereof, SCPPA and
Participant each agree to cooperate fully in connection with any regulatory
authority, as required, in connection with obtaining leases, permits, licenses,
entitlements, rights, certifications and approvals, including such city, county or
other local approvals as may be necessary or appropriate to the Project pursuant to
Section 5.4.1 hereof. Such cooperation may include, but shall not be limited to,
the furnishing of necessary financial, operational and other information of either
Party as related to the Project. Nothing in this section shall preclude SCPPA or
Participant from contesting the validity or applicability of any such conditions,
permits, approvals, or regulatory or governmental authorizations in good faith by
appropriate proceedings.
11. WITHDRAWAL FROM THE PROJECT.
11.1 Withdrawal from the Project. Notwithstanding the expiration date otherwise
prescribed for this Agreement, Participant may unilaterally terminate this
Agreement at any time during the Term upon 180 days written notice to SCPPA.
Upon such unilateral termination by Participant, SCPPA shall transfer or assign to
Participant, and Participant shall assume all SCPPA's rights, responsibilities,
obligations and liabilities associated with the Project including all rights and
obligations of SCPPA under such Project Agreements as may be applicable but.
Phase II Renewable Development Agreement
-62-
only to the extent such Project Agreements permit such an assignment.
Notwithstanding the unilateral withdrawal right under this Section 11.1, if any of
SCPPA's obligations associated with the Project, pursuant to any Project
Agreement or any other applicable agreement for development of the project. or
for- the effectuation of any such withdrawal or assignments, survive said transfer
from SCPPA to Participant, then any such obligations shall continue to remain the
obligation of Participant and shall survive under this Agreement. Any -
outstanding payment obligations of Participant due to Renewable Development
Work Costs incurred prior to the date of withdrawal and any outstanding Pre -
Operation Costs incurred by the Project Manager or otherwise on behalf of the
withdrawing Participant prior - to the date of withdrawal shall continue until
satisfied, and Participant shall be entitled to access to and, upon request, receive
copies of documents relating to Renewable . Development Work and the
incurrence of Pre -Operation Costs pertaining thereto.
11.2 No Reimbursement of Costs upon Withdrawal Exception. Should Participant
withdraw from a Project Element pursuant to Section 11.1 herein, it shall not be
entitled to reimbursement of Renewable Development Work Costs incurred by
SCPPA except as to those costs for which SCPPA is able to obtain
reimbursement.
12. PARTICIPANT'S ELECTION TO PROCEED WITH REPECT TO A PROJECT
ELEMENT.
Phase II Renewable Development Agreement
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12.1 Action of the Parties at or near the Conclusion of Renewable Development_Work.
Based upon the results of Renewable Development Work and a determination by
any respective Project Representative and Contract Administrator, or the
Coordinating Committee or the Board of Directors that Renewable Development
Work (or substantially all Renewable Development Work) with respect to a.
Project Element is for practical purposes, complete and that .the Project Element is
fully subscribed and should proceed, or that the Project Element should proceed
even though some Renewable Development Work may remain, the Project
EIement Participants shall review as soon as possible and, as applicable, act upon
(i) a description of the proposed project, (ii) the proposed schedules and various
cost estimates associated with the final implementation of the proposed project
and (iii) the instruments and agreements which should be approved by the
approving authorities of each of the Project Element Participants, including but
not limited to. Power Sales Agreements, Participation Agreements, Transmission
Services Agreements or other or additional similar agreements or instruments by
which to implement the proposed project.
12.2 Exercise of Election to Proceed with the Project. After satisfying the matters
addressed in Section 12.1 Participant and SCPPA shall, at a time governed by
their respective approval processes and the extent of the governmental ' business
before their respective approving authorities, elect whether each Party wishes to
proceed with the proposed project. Such election may be provided to SCPPA by.
way of the approval of the agreements for implementation of the proposed project
by the Project, Element Participants' respective governing bodies. Provided,
Phase 11 Renewable Development Agreement
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however, that the proposed project shall not be finally approved or proceed unless
and until the appropriate SCPPA subscription in the proposed project is obtained
by way of final approval by the respective Project Element Participants' governing
bodies.
13. EXECUTION OF PROJECT AGREEMENTS. As soon as practicable after the Parties
have elected pursuant to Section 12 to proceed with the Project, the Project Manager shall
assist SCPPA in the preparation and approval of any remaining Project Agreements
which may be appropriate for the Project and (ii) such other matters as shall be necessary
or desirable to complete said Project Agreements including, without limitation, a detailed
description of the Project as then proposed. The. Parties hereby agree that they will use
their best efforts to obtain all such authorizations and approvals as promptly as possible.
14. LIABILITY
14.1 No Liability of SCPPA. Participants, or the. Project Manager,, their Directors
Officers Em toe Etc. SCPPA and its Directors Officers Em to ees and
Project Manager and its Directors. Officers, Emplovees Not Individually Liable,
Subject to the conditions set forth herein and except for the duty of each
Participant to pay its costs under this Agreement as set forth in the last sentence of
this Section 14.1, the Parties to this Agreement agree that neither SCPPA,
Participants or the Project Manager (in its capacity as Project Manager separate
and apart from its capacity as a Participant) nor any of their past, present or future
directors, officers, employees, board members, agents, attorneys or advisors
(collectively the "Released Parties") shall be liable for any claims, demands,
Phase H Renewable Development Agreement
-65-
liabilities; obligations, losses, damages (whether direct, indirect or consequential),
penalties, actions, loss of profits, judgments, orders, suits, costs, expenses
(including attorneys' fees and expenses) or disbursements of any kind or nature
whatsoever in law, equity or otherwise (including, without limitation, death,
bodily injury or personal injury to any person or damage or destruction to any
property of any of the Participants, SCPPA or third persons) suffered by any
Released Party as a result of the performance or non-performance by any of the
Released Parties under this Agreement .(excluding gross negligence; or willful
misconduct which, unless otherwise agreed to by the Parties, are both to be
determined and established by a court of competent jurisdiction in a final,
nonappealable order). Each Party releases the Released Parties from any claim or
liability that the Party may have cause to assert as a result of any actions or
inactions or performance or non-performance by the Released Parties under this.
Agreement (excluding gross negligence or willful misconduct which, unless
otherwise agreed to by the Parties, are both to be determined and established by a
court of competent jurisdiction in a final, non -appealable order). No such
performance or non-performance by the Released, Parties shall relieve either
SCPPA, Participants or the Project Manager of their respective obligations under
this Agreement, including either Party's obligation to make payments required
under this Agreement. The provisions of this Section 14.1 shall not be construed
so as to otherwise relieve the Project Manager_ from any obligation under this
Agreement or other applicable agreements. It is also hereby recognized and
agreed that no member of the Board of Directors, the Project Manager or SCPPA
Phase II Renewable Development Agreement
-66-
or the Participants, nor their officers, employees, board members, agents,
attorneys or advisors, shall be individually liable in respect of any undertakings
by any of the Released Parties under this Agreement. The provisions of this
Section 14.1 with respect to the Project Manager shall only apply to the Project
Manager in its capacity as Project Manager, and shall snot extend to or affect any
Payment obligations
incurred
in its capacity as
a Participant:
Therefore,
notwithstanding any
provision
of this Agreement
which might
arguably be
construed to the contrary, nothing in this Section 14 shall affect a Participant's
obligation to pay its appropriate Renewable Development Work Cost Share or its
proportionate share of Pre -Operation costs which are imposed upon it in * its
capacity as a Participant or Project Element Participant under its .Phase II
Renewable Development Agreement, irrespective of whether or not the
Participant or Project Element Participant is also serving in the capacity of Project
Manager. For the avoidance of doubt, nothing in this Section 14.1 or in any other
provision of this Agreement shall affect Participant's obligation to make any and
all payments in accordance with the first two sentences in ' Section 10.2 of this
Agreement and Section 2.24 of this Agreement or to pay any other amounts or
costs required to be paid by it under this Agreement. -
14.2 Limitation on Liabili . It is hereby recognized and agreed that SCPPA's
directors, officers and employees shall not be individually liable with respect to
any loss or damage not covered by insurance and resulting from Renewable
Development Work, matters relating to Pre -Operation Costs or the performance
or nonperformance of any obligation under this Agreement. The obligations of
Phase II Renewable Development Agreement
-67.
SCPPA under this Agreement shall never constitute a debt or indebtedness of
SCPPA within the meaning of any provision or limitation of the Constitution or
statutes of the State of California and shall not constitute or give rise to a
pecuniary liability of SCPPA or a charge against its general credit.
14.3 Extent -of Exculpation: Enforcement of Rights in Equity. The exculpation
provision set forth in Section 14.1 and 14.2 hereof shall apply to all types of
claims or actions including, but not limited to, claims or actions based on contract
or tort. Notwithstanding the foregoing, either Party may protect and enforce its
rights under this Agreement by a suit or suits in equity for specific performance of
any obligation or duty of the other Party, and each Party shall -at all times retain
the right to recover, through appropriate legal proceedings, any amount
determined to have been an overpayment, underpayment or other direct monetary
damages owed by either a Participant, SCPPA or the Project Manager as the case
maybe, including, without limitation, any costs payable to SCPPA and any costs
payable to the Project Manager in its capacity as Project Manager in accordance
with the terms of this Agreement.
14.4 Allocation of Costs to Dischar e Liability. The costs and expenses of discharging
liability of either of SCPPA or Participant, or the respective past, present or future
directors, officers, employees, board members, agents, attorneys or advisors of
each,, to a third party, resulting from Renewable Development Work, the
incurrence of Pre -Operation Costs or the performance or nonperformance of any
obligation under this Agreement with respect to any .Project Element, and for
which payment is not made by insurance provided through SCPPA, shall be
Phase II Renewable Development Agreement
-68-
allocated to the Project Element Participants in accordance with the Entitlement
Share of each such Project Element Participant in -such Project Element.
14.5 Application of California Law of Contribution. In conformance with the
philosophy of the Southern California Public Power Authority upon this subject
as embodied in Section 7 of the Joint Powers Agreement, the following principles
shall apply with respect to the law of contribution between the respective ,Project
Element Participants in a Project Element under this Agreement.
14:5.1 Notwithstanding any provision of this Agreement to the contrary, in the
event any Project Element Participant is held liable upon any judgment
for damages (whether direct, indirect or consequential) caused by a
negligent or wrongful act or omission occurring with respect to a
Project Element in which it is participating, and. to the extent
reasonable expenses (including without limitation, attorney's fees) are
incurred by the Project Element Participant with respect to the relevant
action or suit (such expenses and judgment for damages collectively to
be termed "Judgment Damages") and further provided that such Project
Element Participant pays in excess of its Liability Share of - such
Judgment Damages, such Project Element Participant shall be entitled
to contribution from each other Project Element Participant . in such
Project Element and such Project Element Participant may require each
other Project Element Participant to pay any amount in excess of such
Project Element Participant's Liability Share of such judgment which
such Project Element Participant has paid, but in no event shall any
Phase Il Renewable Development Agreement
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such other Project Element Participant be so required to pay in excess
of such other Project Element Participant's Liability Share of such
Judgment Damages.
14.5.2 With respect to any Judgment Damages or portion thereof referenced
in Section 14.5.1 the term "Liability Share" shall mean, with respect to
any Member, the amount of such portion multiplied by a fraction equal
to (i) such Project Element Participant's then existing entitlement or
right, if any, to participate in such Project Element, divided by (ii) the.
aggregate amount of all Project Element Participants' entitlements or
rights to participate in such Project Element.
14.6 No`,Relief of Insured Obligations. The provisions of this Section 14 shall not be
construed so as to relieve any insurer. of its obligation to pay any insurance.
proceeds in accordance with the terms and conditions of a valid and collectible
insurance policy.
15. DEFAULT.
15.1 Notice of Default. If either Party to this Agreement is of the opinion that the
other Parry is in default under this Agreement, the Party having that opinion may
give written notice to the other Party of the alleged default. At its next regularly
scheduled meeting the Board of Directors shall attempt to informally resolve, the
matter. If no such informal resolution can be achieved by the Board of Directors
the Board of Directors shall determine the existence and nature of the alleged
default after opportunity by each Party to provide a full presentation of all facts
Phase II Renewable Development Agreement
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and issues in dispute, by a vote taken by the Board of Directors, excluding the
vote of Participant. If it is determined by such vote (as adjusted to eliminate the
voting percentage of Participant). that a default exists, the Board of Directors shall
request that the defaulting Party immediately cure the default.
15.2 Obligation to Cure Default. Subject to Section 15.3 hereof, a Party determined to
be in default by the Board of Directors pursuant to Section 15.1 shall take all steps
necessary to cure such default as promptly and completely as possible.
15.3 Initial Dispute Resolution of Alleged Default. In the event that a Party shall
dispute the existence or nature of a default determined by the Board of Directors
pursuant to Section 15.1 hereof, such Party shall pay the disputed payment or
perform the disputed obligation but may do so under protest. Any such protest
shall be promptly filed in writing with the Secretary of the Board of Directors and
shall specify the ground on which the protest is based. Upon the filing of such a
protest the Parties agree that the Parties. shall first employ the non -binding
mediation process which is set forth in this Section 15.3 before initiating any
other legal action.
15.3.1 Unless the time requirement is otherwise extended by the mutual assent
of the Parties, as soon. as practicable after the filing of the protest of a
Party pursuant to Section 15.3 but not later than thirty (30) days after
the determination by the SCPPA Board of Directors pursuant to Section
15.1 herein, the Parties shall select a retired judge or other disinterested
person with previous mediation experience to serve as mediator.
Phase II Renewable Development Agreement
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Unless this requirement is waived by the mutual agreement of the
Parties, the mediator, in his or her personal capacity, shall not be a
ratepayer- of the Participant. Unless otherwise waived- by mutual
agreement of the Parties, either Party may require disclosure by the
mediator of those matters, as shall be specified by the requesting Party,
which are set forth in Standard 7 of the "Ethics Standards for Neutral
Arbitrators in Contractual Arbitration" (Division VI of Appendix to
California Rules of Court) or such successor ethical standard for neutral
arbitrators in contractual arbitration ,promulgated by the California
Judicial Council or its successor body, requiring neutral arbitrators in
contractual arbitrations to disclose certain interests they may have'in
relation to the matter to the Parties.
15.3.2 If the Parties are unable to agree upon a mediator, the Parties shall
obtain a list of proposed mediators from the Judicial Arbitration and
Mediation Service (JAMS) or successor organization. Unless waived.
by the Parties the proposed mediators shall satisfy' the conditions
regarding rate payer status and disclosure set forth in Section 15.3.1.
Once the list is provided, the Parties shall each have ten (10) days in
which to strike names objected to, number . the remaining names in
order of preference, and return the list to the JAMS. If a Party does not
return the list within the time specified, all persons named therein shall
be deemed acceptable. From among the persons who have been
approved on both lists, and in accordance with the designated order of
Phase II Renewable Development Agreement
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mutual preference, the JAMS shall invite the acceptance of a mediator
to serve. If the Parties fail to agree on any of the persons named, or if .
acceptable mediators are unable to act, or .if for any other reason the
appointment cannot be made from the submitted lists, the Parties shall
repeat the procedure set forth in this Section 15.3.2 unless the Parties
shall agree to another process for selection of a mediator.
15.3.3 The mediation shall be commenced within sixty (60). days of the fmal
determination by the SCPPA Board of Directors, referenced in Section
15.1, that it is unable to resolve the dispute and shall be concluded
within thirty (30) days from the commencement of the mediation unless
the time requirements are extended upon agreement of the Parties.
15.3.4 Failure of Resolution through Mediation. If the non binding mediation
set forth herein fails to resolve the dispute and, if the dispute still
cannot, even with the hindsight of the mediation, be resolved by the by
the SCPPA Board of Directors, either Party may take any action
permitted by law to enforce its rights under this Agreement, including
but not limited to termination of this Agreement, and/or bring any suit,
action. or proceeding at law or in equity as may be necessary or
appropriate to recover damages and/or enforce any covenant,
agreement or obligation in dispute.
16. ARBITRATION. Nothing herein shall prevent the Parties from resolving any dispute
under this Agreement by submission of the dispute to such form of arbitration as the
Phase II Renewable Development Agreement
- 73 -
Parties may agree upon, provided however, that the Parties shall first exhaust the
mediation process set forth in Section 15 hereof.
17. RELATIONSHIP OF PARTIES
17.1 Individual ResRonsibility. The covenants, obligations and liabilities of this
Agreement shall not be construed to create an -association, joint venture, trust,
partnership or other legal entity or to impose a trust or partnership covenant,
obligation of liability on or with regard to the Parties. Each Party shall be
individually responsible for its own covenants,- obligations and liabilities under
this Agreement; provided, however, that any liability incurred by SCPPA and/or
the Project Manager, under this Agreement shall. be treated as Renewable
Development Work Costs which shall be paid or reimbursed by Participant.
17.2 Methodologies for Cost Sharing. The Parties mutually acknowledge that other
SCPPA members, in addition to Participant, have expressed interest in planning
and developing certain Project Elements which may form a portion of This Phase
II project. Whenever feasible and practicable, and to the extent the costs of such
Renewable Development. Work relating to such other SCPPA members can be
shared by Participant and such other participating SCPPA members, SCPPA shall
endeavor to implement a mutually agreeable and equitable methodology to share
such costs among the participating members. Participant agrees to pay its share of
all such costs.
18. BINDING OBLIGATIONS. All of the obligations set forth in this Agreement shall bind
the Parties and their successors and assigns.
Phase II Renewable Development Agreement
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19. ASSIGNMENT.
19.1 Limited Assignment Right. A Participant may assign or convey all or part of its
rights, interests and obligations with respect to a Project Element under this
Agreement to a third party (non Participant), provided that (i) the Coordinating
Committee approves of such assignment, which such approval may be withheld
for any reason or no Treason at all at the sole discretion of the Coordinating
Committee and (ii) the Coordinating Committee may, as a condition to approving
the assignment, require that the remaining Participants which may be signatory to
a Phase I Agreement or Phase H Agreement, may have the right of first refusal on
such terms and under such time constraints as the Coordinating Committee may
specify.
19.2 Assignment Procedures. Prior to any third party assignment, the assigning
Participant by United States Postal Service certified mail shall offer in writing to
each of the remaining Participants its Renewable Development Work Cost Share,
Pre -Operation Cost share or its share of the Project Element upon the same or
better terms and conditions provided to the third party. Upon receipt of such
written offer each remaining Participant shall have 30 days in which to exercise
its right of first refusal. Exercise of . such right shall be in writing and
communicated to the assigning Participant by United States Postal Service
Certified Mail. If more than the total amount of the assigning Participant's
Renewable Development Work Cost Share, Pre=Operation Cost share or its share
of the Project Element is requested to be assigned to the remaining Participants,
the assigning Participant's Renewable Development Work Cost Share, Pre -
Phase Il Renewable Development Agreement
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Operation Cost share or its share of the Project Element shall be allocated pro rata
(based upon the amounts requested) to the. remaining Participants, and such
allocation shall be deemed effective upon compliance with Section 19.2 and 19.3
hereof .
19.3 Effectiveness of Assigment. Any assignment shall not become effective until
(i) the assignee assumes the assignor's rights, interests and obligations under this
Agreement for the rights, interests and obligations so assigned and pays any
amount (or the applicable portion thereof) then due and owing by the assignor
under this Agreement (unless the assignor has agreed pursuant to the applicable
assignment agreement to pay all such , amounts then due and owing by the
assignor) and (ii) the assignee executes and delivers to the Project Manager a
signature page to this Agreement in substantially the form attached hereto or
otherwise enters into an agreement mutually agreeable to assignor, assignee and
the non -assigning Participants as a substitute agreement to this Agreement. Upon
any such assignment and execution of this Agreement or applicable substitute
agreement, the assignee shall become a party to such agreement and a Participant
in the Project as of the effective date of the assignment. Immediately following
such assignment and execution of this Agreement or applicable substitute
agreement, the Project Manager promptly shall distribute to -each Party (i) a copy
of the signature page signed by the assignee, (ii) a revised cover page and page 1
of this Agreement or the applicable substitute agreement that includes the name of
the assignee, (iii) a revised Exhibit A hereto, if applicable and (iv) the address,
Phase II Renewable Development Agreement
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contact and notice information pertaining to the assignee'for purposes of Section
23.1 hereof.
20. GENERAL PROVISIONS.
20.1 Waiver Not to Affect Subsequent Defaults. A waiver at any by any Party of
its rights with respect to a default or any other matter arising in connection with
this Agreement shall not be deemed a waiver with respect to any other or
subsequent default or matter.
20.2 Execution in Counterparts. This Agreement may be executed in counterparts, and
each signatory Party shall deliver its executed counterparts to the Project
Manager. All such counterparts, collectively, shall constitute but one and the
same agreement.
20.3 No Rights in Third Parties or Duties Created. Except as provided in this
Agreement, the Parties do not create any rights in or grant remedies to'any third
party as a beneficiary of this Agreement or create for the benefit of any third party
any duty or standard of care by any covenant, obligation or undertaking
established herein.
20.4 Headings Not Binding. The headings and captions in this Agreement are for
convenience only and in no .way define, limit or describe the scope or intent of
any provisions or sections ofthis Agreement.
Phase II Renewable Development Agreement
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20.5 Severability. In the event that any provision of this Agreement shall be
determined to be invalid or unenforceable in any respect, such determination shall
not affect any other provision hereof, which shall remain in full force and effect. •
20.6 Amendments. Except as otherwise provided in this Agreement, including but not
limited to Section 8.5 and 9.3 hereof, this Agreement may be amended only by a
written amendment signed by the Parties.
20.7 Entire Agreement. This Agreement contains the entire understanding of the
Parties with respect to Renewable Development Work, Pre -Operation Costs and
the Project.
21. GOVERNING LAW AND VENUE. This Agreement shall be interpreted, governed by
and construed under the laws of the State of California, as if executed and to be
-performed wholly within the State of California. The Parties each submit to the
jurisdiction of the Courts of Los Angeles County. and unless the Parties shall agree
otherwise, venue with respect to any dispute resolution or litigation arising out of this
Agreement shall be in Los Angeles County.
22. EFFECTIVE DATE AND TERMINATION.
22.1 Effective Date, This Agreement shall become effective when duly executed and
delivered by Participant and SCPPA.
22.2 Termination.
Phase II Renewable Development Agreement
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22.2.1 Unless terminated earlier pursuant to Section 22.2.2 hereof, with the
mutual concurrence of the Parties, the provisions of this Agreement
with respect to a Project Element may be deemed terminated upon the
execution of a Power Sales Agreement, Transmission Services
Agreement or Participation Agreement with respect to such a Project
Element, except that any payment obligation hereunder (whether.or not
a billing statement has been received by the date of termination) and
any right to receive reimbursement or otherwise, if any should exist,
shall survive until satisfied.
22.2.2 This Agreement may be terminated at any time by agreement of the
Parties hereto. Upon such agreement or upon termination of this
Agreement, (i) the Project Manager shall terminate all Renewable
Development Work respecting Participant in an orderly manner, (ii)
Participant shall fulfill all obligations hereunder to pay for the costs
incurred for Renewable Development Work, including any Pre -
Operation Costs that have been incurred, and (iii) any payment
obligation hereunder (whether or not a billing statement has been
received by the date of termination) and any right to receive
reimbursement or otherwise, if any should exist, shall survive until
satisfied.
22.2.3 Upon termination of this Agreement, the Project Manager shall retain
in a reasonably accessiblelocation all original reports, data and other
documentation relating to Renewable Development Work and the
Phase II Renewable Development Agreement
-79-
incurrence of Pre -Operation Costs for a period of three (3) years from
the date this Agreement is terminated.
22.2.4 Upon termination of this Agreement, and for a period of three (3) years
thereafter, each Parry. shall have full access to the Project files and
records retained by the Project Manager and upon reasonable
notification to the Project Manager may, at the requesting Party's sole
expense, reproduce any or all of such Project files and records to the
extent permitted by law.
23. NOTICES.
23.1 Addresses for Notices. Any notice, demand or request provided for in this
Agreement shall be in writing and shall be deemed properly served, given, or
made if delivered in person or sent by registered. or certified mail, postage
prepaid, to the persons specified below:
With respect to the City of Anaheim:
City of Anaheim
Attention: Public Utilities
General Manager
201 South Anaheim Boulevard, 1 lth Floor
Anaheim, California 92805
With respect to the City of Azusa:
City of Azusa
Director of Utilities
City of Azusa Light and Water
P.O Box 9500 (729 N. Azusa Ave.)
Phase II Renewable Development Agreement
- 80 -
Azusa, California 91702-9500
With respect to the City of Banning:
City of Banning
Electric Utility Department
Attention: Fred Mason, Director
176 E. Lincoln Street
Banning, CA 92220
With respect to the City of Burbank:
City of Burbank
Burbank Water and Power
Attention: Ronald E. Davis, General Manager
P.O. Box 631
Burbank, California 91503-0631
With respect to the City of Cerritos:
City of Cerritos
Attention: Art Gallucci, City Manager
Alternate: Vince Brar
18125 Bloomfield Ave.
Cerritos, CA 90703
With respect to the City of Colton:
City of Colton
Electric Utility Director
650 N. La Cadena Drive
Colton, California 92324
With respect to the City of Glendale:
City of Glendale
Glendale Water and Power
Attention: General Manager
141 N. Glendale Avenue, 4th Level
Glendale, California 91206-4496
With respect to the City of Los Angeles Acting by
and through the Department of Water and Power:
Phase II Renewable Development Agreement
- - -81—
General Manager
Los Angeles Department of Water and Power
I I I North Hill Street, 15th Floor
Los Angeles. California 90012
With respect to the City of Pasadena:
City of Pasadena
Attention General Manager - Water and Power Department
150 S. Los Robles Avenue, Suite 200
Pasadena, California 91101
With respect to the Imperial Irrigation District:
Imperial Irrigation District
Manager, Energy Department
P. O. Box 937 (333 East Barioni Blvd.)
Imperial, California 92251-0937
With respect to the City of Riverside:
City of Riverside
Riverside Public Utilities Dept.
Attention: David H. Wright, General Manager
3901 Orange Street
Riverside, California 92522
With respect to the City of Vernon:
Abraham Alemu
City of Vernon
Resource Planning & Development Manager
4305 Santa Fe Avenue
Vernon, CA 90058.
With respect to SCPPA:
Southern California Public Power Authority
Executive Director
SCPPA Office Building
1150 Nicole Court
Glendora, California 91740
Phase II Renewable Development Agreement
-82-
23.2 Designation of Different Addresses and Persons. Any Party may, at any time, by
written notice to the other Parties; designate different persons or different addresses
for giving of notices hereunder.
24. DESIGNATION OF THE PARTICIPANT'S PROJECT REPRESENTATIVE AND
CONTRACT ADMINISTRATOR. Participant's Project Representative and Contract
Administrator for this Agreement having the complete capacity and plenary authority to
administer this Agreement on behalf of Participant shall be the individual so designated
by the person authorized to receive notices pursuant to Section 23.
25. AGREEMENT TO BE EFFECTIVE AS BETWEEN ' SCPPA AND PARTICIPANT
UPON APPROVAL BY PARTICIPANT'S APPROVING AUTHORITY.
This Agreement shall become effective between SCPPA and the Participant which is
signatory to this Agreement, upon approval by the signatory Participant's approving
authority, irrespective of whether or not approved by any of the other Participants.
SIGNATURE .PAGE FOLLOWS
Phase II Renewable Development Agreement
-83-
Juarez, Debbie
From:
Julie Felipe jjfelipe@scppa.org]
Sent:
Friday, July 26, 2013 9:45 AM
To:
CaThompson@anaheim.net; Charles Guss; fcawte@ci.azusa.ca.us;
gmorrow@ci.azusa.ca.us; ylehr@ci.azusa.ca.us; (mason@ci.banning.ca.us;
jsteffens@ci.banning.ca.us; SFriedman@burbankca.gov; Ibleveans@burbankca.gov;
HKPandey@burbankca.gov; dkolk@ci.colton.ca.us; rgallegos@ci.colton.ca.us; Puffer,
Valerie; (peters@ci.glendale.ca.us; randolph.krager@ladwp.com; Sarmiento, Roberto;
Daniel.Beese@ladwp.com; Juarez, Debbie; Alemu, Abraham; creeley@riversideca.gov;
btang@riversideca.gov; rbarry@riversideca.gov; nxu@riversideca.gov; Bawa, Gurcharan;
Nayudu, Leesa; sendo@cityofpasadena.net; rzhang@cityofpasadena.net
Cc:
knguyen@scppa.org; rmorillo@scppa.org; Daniel Hashimi
Subject:
RE: Update: Cerritos' Signed Phase II Renewable Development Signature Pages
Attachments:
Extract —Cerritos' Signature Pages Phase II Renewable Development Agreement.pdf
For your records, attached is Cerritos' signature pages, which will now complete your file.
Thank you,
Julie
Office: 626-793-9364
Cell: 626-660-5610
ifelipe@scooa.ora
SCPPA: 1160 Nicole Court, Glendora, CA 91740
PRIVILEGED AND CONFIDENTIAL COMMUNICATION
This electronic transmission, and any documents attached hereto, may contain confidentlaI and/or legally privileged Information. The Information Is Intended only for use by the recipient named
above. If you have received this electronic message in error, please notify the sender and delete the electronic message. Any disclosure, copying, distribution, or use ofthe contents of Information
received In error is strictly prohibited.
From: Julie Felipe
Sent: Friday, May 31, 2013 2:56 PM
Subject: Update: IID's Signed Phase II Renewable Development Signature Pages
All,
For your files, attached is IID's respective signatures pages from their Phase II Renewable Development Agreement. No
change in status on Cerritos' agreement.
Have a wonderful weekend!
Thank you,
Julie
Office: 626-793-9364
Cell: 626-660-5610
ifelipe@scpoa.ore
SCPPA: 1160 Nicole Court, Glendora, CA 91740
PRIVILEGED AND CONFIDENTIAL COMMUNICATION
This electronic transmission, and any documents attached hereto, may contain confidential and/or legally privileged Information. The Information is Intended only for use by the recipient named
above. If you have received this electronic message In error, please notify the sender and delete the electronic message. Any disclosure, copying, distribution, or use of the contents of information
received In error is strictly prohibited.
IN WITNESS WHEREOF, each signatory hereto represents that he or she has been
properly authorized to execute and deliver this Agreement as of the date first above
written; on behalf of the P y r wfiich he or she signs.
Date: , /Z3 12013
(Seal)
Date: 2012
(Seal)
Attest:
Date: 2012
(Seal)
Attest:
Phase 11 Renewable Development Agreement
CITY OF ANAHEIM
By
Title VW?
UC KTIU n (,iM YLA1. WIAyQY<
APPROVED AS TO FORM:
CITY OFfNA L. TALLEY, CInT�Y ATTORNEY
�
Daniel A. Bailin
CITY OF BANNING
Title
-84-
Date: 2 R 1 ^�N 2-e
(Seal)
Attest:
By _
BIL D. C . AHAN
Title: Assistant Secretary
SOUTHERN CALIFORNIA
PUBLIC POWER AUTHORITY
Phase H Renewable Development Agreement
-88-
IN WITNESS WHEREOF, each signatory hereto represents that he or she has been
properly authorized to execute and deliver this Agreement as of the date first above
written, on behalf of the Party for which he or she signs.
Date: , 2012
(Seal)
Attest:
Date: October 22 „2012
(Seal)
Date: , 2012
(Seal)
Attest:
CITY OF ANAHEIM
Title
CITY OF AZUSA
B Au
Title Mayor
CITY OF BANNING
Title
Phase II Renewable Development Agreement
-84-
Date:.bWeM&r 2012 SOUTHERN CALIFORNIA
PUBLIC POWER AUTHORITY
(Seal)
Attest:
By
D. eKR AHAN
Title: Assistant Secretary
Phase I1 Renewable Development Agreement
By i
RQ [ E. DAVIS
Title: P "side it
1M
IN WITNESS WHEREOF, each signatory hereto represents that he or she has been
properly authorized to execute and deliver this Agreement as of the date first above
written, on behalf of the Party for which he or she signs.
Date: 2012
(Seal)
Attest:
Date: 12012
(Seal)
Attest:
Date: c— 2012
(Seal)
Attest:
Marie A.
Calderon, City
Clerk
Phase H Renewable Development Agreement
CITY OF ANAHEIM
Title
CITY OF AZUSA
Title
CITY OF BANNING
i
� / 4
Andrew J. Takata
Title City Manager
-84-
Date: GbT'• 10 , 2012
(Seal)
Attest:
By
BILL D: C AI-IAN
Title: Assistant ecretary
Phase II Renewable Development Agreement
SOUTHERN CALIFORNIA
PUBLIC POWER AUTHORITY
By j
LD ] DAVISTitlent'
-88-
Date: l l ' P'(?F. 2012 CITY OF BURBANK
(Seal)
Y
Attest: Z�\
Date: 2012
(Seal)
Attest:
Date: 2012
(Seal)
Attest:
I
J Cl1�t'J!°Ir;N
Phase Il Renewable Development Agreement
CITY OF CERRITOS
Title
CITY OF COLTON
Title
-85-
Date:ZLeemLF* 20 2012
Attest:
By �,qt—{,.h
BILL D. CAT. HAN'
Title: Assistant.Secretary
SOUTHERN CALIFORNIA
PUBLIC POWER AUTHORITY
By % " J
R N L `E. DAVIS
Title: resident
Phase II Renewable Development Agreement
-88-
Date
(Seal)
Attest:
Date: 6 —2- , 2013
(Seal)
Date: , , 2012
(Seal)
Attest:
Phase II Renewable Development Agreement
CITY OF BURBANK
By.,
Title
CITY OF CERRITOS
13Y�ti _
Title C/Tl �/ilf
CITY OF COLTON
Title,
17,85 -
20
Date: July. 18�
(Seal)
SOUTHERN CALIFORNIA
PUBLIC POWER AUTHORITY
I
Attest.
BY
BILLD NAHAN
Title:, Assistant Secretary.
Phase II Renewable Development Agreement
-88-
Date: 2012 CITY OF BURBANK
(Seal)
By
Attest:
CITY OF CERRITOS
Date: , 2012
(Seal)
Attest:
Date: 12012
(Seal)
Attest:
Phase 11 Renewable Development Agreement
Title
Title t N4(NtLAP
-85-
Date: MAYCh 'Z (, 2013 SOUTHERN CALIFORNIA
PUBLIC POWER AUTHORITY
(Seal)
w
N E. DAVIS
Attest: Titler- xesdent
By
BILL D. CAUAHAN
Title: Assistant Secrets
Phase II Renewable Development Agreement
-88-
Date: 2012
Date: 2012
(Seal)
Attest:
Date: 12012
(Seal)
Attest:
Phase II Renewable Development Agreement
CITY OF GLENDALE
IMPERIAL IRRIGATION DISTRICT
Title
CITY OF LOS ANGELES acting by and
through its DEPARTMENT OF WATER AND
POWER
By
Title
And
Secretary
�N
Date: 2012 CITY OF GLENDALE
(Seal)
By_
Attest:
Date: tvi aq Q .2013 IMPERIAL IRRIGATION DISTRICT
(Seal)
Attest:
Title��er� L_`n��ti.l� Ocvtce�
Dates 2012 CITY OF LOS ANGELES acting by and
through its DEPARTMENT OF WATER AND
(Seal) POWER
Attest:
By
Title
And
Secretary
Phase II Renewable Development Agreement
-86-
Date:.M0. 31 _ 2013
(Seal)
Attest:
By BILL D. RNRN
Title: Assistant Secretary
Phase II Renewable Development Agreement
SOUTHERN CALIFORNIA
PUBLIC POWER AUTHORITY
0
B IICt%`1• .
NATD E. DAVIS
Title:'_ President
MM
2013
Date: 2 21 49{2-PZfF
(Seal)
Attest:
By�cd�l
BILL D. CA.FffiAI3(1N
Title: Assistant Secretary
SOUTHERN CALIFORNIA
PUBLIC POWER AUTHORITY
r
By
RONA E. 15AVIS
Title: Presid' nt
Phase II Renewable Development Agreement
-88-
Date: 2012
(Seal)
Date: 2012
(Seal)
Attest:
Date: q - 7 - 12012
(Seal)
Attest:
w
JUL I
I BLORICOE
EPUTY CITY ATTORNEY
Phase II Renewable Development Agreement
CITY OF GLENDALE
LM
Title
IMPERIAL IRRIGATION DISTRICT
0
Title
CITY OF LOS ANGELES acting by and
through its DEPARTMENT OF WATER AND
POWER
o
M
By
m
v
Ronald 0. Nichol
�rn
Title General Manager
p.
N
c
ca
And Barbara E. Moschos
N
N
Secretary 9?4.t)cd_1
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P
N
co
-86-
:Date;i0k20, 2012
(Seal)
SOUTHERN CALIFORNIA
PUBLIC POWER AUTHORITY
NIS
Attest: 4
Title: President, Board of Directors
a
By
BILL D. 90MAHAN
Title: Treasure/Auditor & Assistant
Secretary
Phase II Renewable Development Agreement (LADWP No. 12-020)
_gg_
Date: OaE. // , 2012
(Seal)
Attest:
Date: .2012
(Seal)
Attest:
CITY OF PASADENA
CITY OF RIVERSIDE
Title
Date: 12012 CITY OF VERNON
(Seal)
Attest:
Date: 2012
(Seal)
Attest:
Title
Title
Phase Il Renewable Development Agreement
-87-
Date: I*Vgmk-r 15 , 2012
(Seal)
Attest:
By
BILL D. CAIWAHAN
Title: Assistant Secretary
SOUTHERN CALIFORNIA
PUBLIC POWER AUTHORITY
By N
R = NA " E. DAVIS
Title:' resident
Phase II Renewable Development Agreement
-88-
Date: 2012
(Seal)
Attest:
Date: July 1 2012
(Seal)
Attest:
Date: 2012
(Seal)
Attest:
Date: 2012
(Seal)
Attest:
CITY OF PASADENA
Title
CITY OF RIVERSIDE
B43,1l
Deanna Lorson
Title Assistant City Managers
AMOVED A5 70 FORM
OfPM CITY ATTORM
CITY OF VERNON
By
Title
Title
Phase H Renewable Development Agreement
_87_
Date: OGT. 1a , 2012 SOUTHERN CALIFORNIA
PUBLIC POWER AUTHORITY
(Seal)
Attest:
By --
BILL D. CA AHAN
Title: Assistant Secretary
By
R AL E. DAVIS
Title: resident
Phase II Renewable Development Agreement
-88-
Date: . 2012
(Seel)
Attest:
Date: 2012
Attest:
Date: Akrwjs�- J 2012
(Seal)
(Seal)
CITY OF PASADENA
Title
CITY OF RIVERSIDE
By
Title
CITY OF VERNON
William Davie
Title ox P o-Tam
Attest: By • .
Title
Phase 11 Renewable Development Agreemegt
-87-
Date:S '.emhw 2012
(Seal)
Attest:
BY
BILL D. C ` ; AHAN
Title: Assistant Secretary
SOUTHERN CALIFORNIA
PUBLIC POWERAUTHORTTY
Phew 11 Renewable Development Agreement
-88-
EXHIBIT
EXHIBIT "A"
EXHIBIT A - PROJECT ELEMENT NO. I
PRODUCTION CAPACITY, ENTITLEMENT SHARES AND RENEWABLE DEVELOPMENT
WORK COST SHARES IN RENEWABLE
PRO.1F.rT F.LRX4RNT NR 1
Participants
Proposed
Production
Capacity
Entitlement Share
Renewable .
Development .
Work -Cost Share
MW*
Percentage*
Percentage*
City of Anaheim
0
0
0
City of Azusa
0
0
0
City of Banning
0
0
0
City of Burbank
0
0
0
City of Cerritos
0
0
0"
City of Colton
0
0
0
City of Glendale
0
0
0
Imperial Irrigation District
0
0
0
City of Los Angeles
0
0
0
City of Pasadena
0
0
0
City of Riverside
0
0
0
City of Vernon
0
0
0
Total
tbd
1000/0
100%
EXHIBITS MAY BE AMENDED BY THE COORDINATING COMMITTEE OR AS OTHERWISE PROVIDED HEREIN TO
REFLECT REVISED PARTICIPATION, AND REVISED PRODUCTION CAPACITY, ENTITLEMENT SHARES, PERCENTAGES AND
COST SHARES. NEW PROJECT ELEMENTS MAY BE ADDED BY THE COORDINATING COMMITTEE OR AS OTHERWISE PROVIDED
HEREIN BY ADDING NEW EXHIBITS WITHIN EXHIBITS A HEREIN, AS APPLICABLE. PRODUCTION CAPACITY AND
PERCENTAGES ARE SUBJECT TO ADJUSTMENT AS PROVIDED IN THIS AGREEMENT, INCLUDING SECTIONS 4, 6, 8, % 10, 11, 14
AND 19 HEREOF. THIS TABLE MAY BE REVISED, MODIFIED OR REPLACED BY A TABLE OR TABLES WHICH CONDENSE THE
FORGOING INFORMATION AND WHICH MAY BE REFERENCED IN, APPENDED TO OR MADE A PART OF THE MINUTES OF THE
COORDINATING COMMITTEE OR THE BOARD OF DIRECTORS OR OTHERWISE MAINTAINED BY THE EXECUTIVE DIRECTOR.
Phase'II Renewable Development Agreement
Exhibit A-1
EXHIBIT A - PROJECT ELEMENT NO.2
PRODUCTION CAPACITY, ENTITLEMENT -SHARES AND RENEWABLE DEVELOPMENT
WORK COST SHARES IN RENEWABLE
VIDATTi!'vr LET "WILNUrrrn r►r� Is
Participants
Proposed
Production
Capacity
Entitlement Share
Renewable
Development
Work Cost Share
NM*
Percentage*.
Percentage*
City of Anaheim
0
0
0
City of Azusa
0
0
0
City of Banning
0
0
0
City of Burbank
0
0
0
City of Cerritos
0
0
0
City of .Colton
0
0
0
City of Glendale
0
0
0
Imperial Irrigation District
0
0
0
City of Los Angeles
0
0
0
City of Pasadena
0
p
0
City of Riverside
0
0
0
City of Vernon
0
0
0
Total
tbd
1000/0
100%
` EXHIBITS MAY BE AMENDED BY THE COORDINATING COMMITTEE OR AS OTHERWISE PROVIDED HEREIN
TO REFLECT REVISED PARTICIPATION, AND REVISED PRODUCTION CAPACITY, ENTITLEMENT SHARES,
PERCENTAGES AND COST SHARES. NEW PROJECT ELEMENTS MAY BE ADDED BY THE COORDINATING
COMMITTEE OR AS OTHERWISE PROVIDED HEREIN BY ADDING NEW EXHIBITS WITHIN EXHIBITS A HEREIN, AS
APPLICABLE. PRODUCTION CAPACITY AND PERCENTAGES ARE SUBJECT TO ADJUSTMENT AS PROVIDED IN THIS
AGREEMENT, INCLUDING SECTIONS 4, 6, 8, 9, 10, 11, 14 AND 19 HEREOF. THIS TABLE MAY REVISED, MODIFIED
OR REPLACED BY A TABLE OR TABLES WHICH CONDENSE THE FORGOING INFORMATION AND WHICH MAY BE
REFERENCED IN, APPENDED TO OR MADE A PART OF THE MINUTES OF THE COORDINATING COMMITTEE OR THE
BOARD OF DIRECTORS OR OTHERWISE MAINTAINED BY THE EXECUTIVE DIRECTOR..
Phase II Renewable Development Agreement
Exhibit A-2
EXHIBIT A — PROJECT ELEMENT NO.3
PRODUCTION CAPACITY, ENTITLEMENT SHARES AND RENEWABLE DEVELOPMENT
WORK COST SHARES IN RENEWABLE
PROJECT ELEMENT NO.3
Participants
Proposed
Production
Capacity
Entitlement Share
Renewable
Development
Work Cost Share
MW*
Percentage*
Percentage*
City. of Anaheim
0
0
0
City of Azusa
0
0
0
City of Banning
0
'0
0
City of Burbank
0.
0
0
City of Cerritos
0 -
0
0.
City of Colton
0
0
0
City of Glendale
0
0
0
Imperial Irrigation District
0
0
0
City of Los. Angeles
0
0
0
City of Pasadena
0
0
0
City of Riverside
0
0
0
City of Vernon
0
0
0
Total
tbd
100%
100%
EXHIBITS MAY BE AMENDED BY THE COORDINATING COMMITTEE OR AS OTHERWISE PROVIDED HEREIN
TO REFLECT REVISED PARTICIPATION, AND REVISED PRODUCTION CAPACITY, ENTITLEMENT SHARES,
PERCENTAGES AND COST SHARES. NEW PROJECT ELEMENTS MAY BE ADDED BY THE COORDINATING
COMMITTEE OR AS OTHERWISE PROVIDED HEREIN BY ADDING NEW EXHIBITS WITHIN EXHIBITS A HEREIN, AS
APPLICABLE. PRODUCTION CAPACITY AND PERCENTAGES ARE SUBJECT TO ADJUSTMENT AS PROVIDED IN THIS
AGREEMENT, INCLUDING SECTIONS 4, 6, 8, 9, 10, 11, 14 AND 19 HEREOF. THIS TABLE MAY BE REVISED, MODIFIED
OR REPLACED BY. A TABLE OR TABLES WHICH CONDENSE THE FORGOING INFORMATION AND WHICH MAY BE
REFERENCED IN, APPENDED TO OR MADE A PART OF THE MINUTES OF THE COORDINATING COMMITTEE OR THE
BOARD OF DIRECTORS OR OTHERWISE MAINTAINED BY THE EXECUTIVE DIRECTOR.
Phase 11 Renewable Development Agreement
Exllibit A-3
EXHIBIT A — PROJECT ELEMENT NO.4
PRODUCTION CAPACITY, ENTITLEMENT SHARES AND RENEWABLE DEVELOPMENT
WORK COST SHARES IN RENEWABLE
PROJECT ELEMENT NO.4
Participants
Proposed
Production
Capacity
Entitlement Share
Renewable
Development
Work Cost Share
MW*
Percentage*
Percentage*
City of Anaheim
0
0
0
City of Azusa
0
0
0
City of Banning
0
0
0
City of Burbank
0
0
0
City of Cerritos
0
0
0
City of Colton
0
0
0,
City of Glendale
0
0
0
Imperial Irrigation District
0
0
0
City of Los Angeles
0
0
0
City of Pasadena
0
0
0
City of Riverside
0
0
0
City of Vernon
0
0
0
Total
tbd
100%
100%
EXHIBITS MAY BE AMENDED BY THE COORDINATING COMMITTEE OR AS OTHERWISE PROVIDED HEREIN
TO REFLECT REVISED PARTICIPATION, AND REVISED PRODUCTION CAPACITY, ENTITLEMENT SHARES,
PERCENTAGES AND COST SHARES. NEW PROJECT ELEMENTS MAY BE ADDED BY THE COORDINATING
COMMITTEE OR AS OTHERWISE PROVIDED HEREIN BY ADDING NEW EXHIBITS WITHIN EXHIBITS A HEREIN, AS
APPLICABLE. PRODUCTION CAPACITY AND PERCENTAGES ARE SUBJECT TO ADJUSTMENT AS PROVIDED IN THIS
AGREEMENT, INCLUDING SECTIONS 4, 6, 8, 9, 10, 11, 14 AND 19 HEREOF. THIS TABLE MAY BE REVISED, MODIFIED
OR REPLACED BY A TABLE OR TABLES WHICH CONDENSE THE FORGOING INFORMATION AND WHICH MAY BE,
REFERENCED IN, APPENDED TO OR MADE A PART OF THE MINUTES OF THE COORDINATING COMMITTEE OR THE
BOARD OF DIRECTORS OR OTHERWISE MAINTAINED BY THE EXECUTIVE DJRECTOR .
Phase H Renewable Development Agreement
Exhibit A-4
EXHIBIT A - PROJECT ELEMENT NO.5
PRODUCTION CAPACITY, ENTITLEMENT SHARES AND RENEWABLE DEVELOPMENT
WORK COST SHARES IN RENEWABLE
PROJECT ELFMF.NT NO- 5
Participants
Proposed
Production
Capacity
Entitlement Share
Renewable
Development
Work Cost Share
MW*
Percentage*
Percentage*
City of Anaheim
0
0
0
City of Azusa
0
0
0
City of Banning
0
0
0
City of Burbank
0
0'
0
City of Cerritos
0
0
0
City of Colton
0
0
0
City of Glendale
0
0
0
Imperial Irrigation District
0
0
0
City of Los Angeles
0
.0
0
City of Pasadena
0
0
0
City of Riverside
0
0
0
City of Vernon
0
0
0
Total
Tbd
100%
100%
EXHIBITS MAY BE AMENDED BY THE COORDINATING COMMITTEE OR AS OTHERWISE PROVIDED HEREIN
TO REFLECT REVISED PARTICIPATION, AND REVISED PRODUCTION CAPACITY, ENTITLEMENT SHARES,
PERCENTAGES AND COST SHARES. NEW PROJECT ELEMENTS MAY BE ADDED BY THE COORDINATING
COMMITTEE OR: AS OTHERWISE PROVIDED HEREIN BY ADDING NEW EXHIBITS WITHIN EXHIBITS A HEREIN, AS
APPLICABLE. PRODUCTION CAPACITY AND PERCENTAGES ARE SUBJECT TO ADJUSTMENT AS -PROVIDED IN THIS
AGREEMENT, INCLUDING SECTION$ 4, 6, 8, 9,.10, 11, 14 AND 19 HEREOF. THIS TABLE MAY BE REVISED, MODIFIED
OR REPLACED BY A TABLE OR TABLES WHICH CONDENSE THE FORGOING INFORMATION AND WHICH MAY BE
REFERENCED IN, APPENDED TO OR MADE A PART OF THE MINUTES OF THE COORDINATING COMMITTEE OR THE
BOARD OF DIRECTORS OR OTHERWISE MAINTAINED BY THE EXECUTIVE DIRECTOR
Phase H Renewable Development Agreement
Exhibit A-5
EXHIBIT A — PROJECT ELEMENT NO.6
PRODUCTION CAPACITY, ENTITLEMENT SHARES AND RENEWABLE DEVELOPMENT
WORK COST SHARES IN RENEWABLE PROJECT ELEMENT NO.6
Participants
Proposed
Production
Capacity
Entitlement Share
Renewable
Development
Work Cost Share
MW*
Percentage*
Percentage*
City of Anaheim
0
0
0
City of Azusa
0
0
0
City of Banning
0
0
0
City of Burbank
0
0
0
City of Cerritos
0
0
0
City of Colton
0
0
0
City of Glendale
0
0
0
Imperial Irrigation District
0
0
0
City of Los Angeles
0
0
0
City of Pasadena
0
0
0
City of Riverside
0
0
0
City of Vernon
0.
0
0
Total
Tbd
100%
100%
EXHIBITS MAY BE AMENDED BY THE COORDINATING COMMITTEE OR AS OTHERWISE PROVIDED HEREIN
TO REFLECT REVISED PARTICIPATION, AND REVISED PRODUCTION CAPACITY, ENTITLEMENT SHARES,
PERCENTAGES AND COST SHARES. NEW PROJECT. ELEMENTS MAY BE ADDED BY THE COORDINATING
COMMITTEE OR AS OTHERWISE PROVIDED HEREIN BY ADDING NEW EXHIBITS WITHIN EXH®ITS A HEREIN, AS
APPLICABLE. PRODUCTION CAPACITY AND PERCENTAGES ARE SU13JECT TO ADJUSTMENT AS PROVIDED IN THIS
AGREEMENT, INCLUDING SECTIONS 4, 6, 8, 9, 10, 11, 14 AND 19 HEREOF. THIS TABLE MAY BE REVISED, MODIFIED
OR REPLACED BY A TABLE OR TABLES WHICH CONDENSE THE FORGOING INFORMATION AND WHICH MAY BE
REFERENCED IN, APPENDED TO OR MADE A PART OF THE MINUTES OF THE COORDINATING COMMITTEE OR THE
BOARD OF DIRECTORS OR OTHERWISE MAINTAINED BY THE EXECUTIVE DIRECTOR..
Phase II Renewable Development Agreement
Exhibit A-6
EXHIBIT A — PROJECT ELEMENT NO.7
PRODUCTION CAPACITY, ENTITLEMENT SHARES AND RENEWABLE DEVELOPMENT
WORK COST SHARES IN RENEWABLE PROJECT ELEMENT NO.7
Participants
Proposed
Production
Capacity -
Entitlement Share
Renewable
Development
Work Cost Share
MW*
Percentage*
Percentage*
City of Anaheim
0
0
0
City of Azusa
0
0
0
City of Banning
0
0
0
City of Burbank
0
0
0
City of Cerritos
0
0
0
City of Colton
0
0
0
City of Glendale
0
0
0
Imperial Irrigation District
0
0
0
City of Los Angeles
0
0
0
City of Pasadena
0
0
0
City of Riverside
0
0
0
City of Vernon
0
0
0
Total
Tbd
100%
100%
EXHIBITS MAY BE AMENDED BY THE COORDINATING COMMITTEE OR AS OTHERWISE PROVIDED HEREIN
TO REFLECT REVISED PARTICIPATION, AND REVISED PRODUCTION CAPACITY, ENTITLEMENT SHARES,
PERCENTAGES AND COST SNARES, NEW PR07ECT ELEMENTS MAY BE ADDED BY THE COORDINATING
COMMITTEE OR AS OTHERWISE PROVIDED HEREIN BY ADDING NEW EXHIBITS WITHIN EXHIBITS A HEREIN, AS
APPLICABLE. PRODUCTION CAPACITY AND PERCENTAGES ARE SUBJECT TO ADJUSTMENT AS PROVIDED IN THIS
AGREEMENT, INCLUDING SECTIONS 4, 6, 8, 9, 10, 11, 14 AND 19 HEREOF. THIS TABLE MAY BE REVISED, MODIFIED
OR REPLACED BY A TABLE OR TABLES WHICH CONDENSE THE FORGOING INFORMATION AND WHICH MAY BE
REFERENCED IN,.APPENDED TO OR MADE A PART OF THE MINUTES OF THE COORDINATING COMMITTEE OR THE
BOARD OF DIRECTORS OR OTHERWISE MAINTAINED BY THE EXECUTIVE DIRECTOR.
Phase II Renewable Development Agreement
Exhibit A-7
EXHIBIT A — PROJECT ELEMENT NO.8
PRODUCTION CAPACITY, ENTITLEMENT SHARES AND RENEWABLE DEVELOPMENT
WORK COST SHARES IN RENEWABLE PROJECT ELEMENT NO.8
Participants
Proposed
Production
Capacity
Entitlement Share
Renewable
Development
Work Cost Share
NW*
Percentage*
Percentage*
City of Anaheim
0
0
0
City of Azusa.
0
0
0
City of Banning
0
0
0
City of Burbank
0
0
0
City of Cerritos
0
0
0
City of Colton
0
0
0
City of Glendale
0
0
0
Imperial Irrigation District.
0
0
0
City of Los Angeles
0
0
0
City of Pasadena
0
0
0
City of Riverside
0
0
0
City of Vernon
0
0
0
Total
Thd
100%
100%
EXHIBITS MAY BE AMENDED BY THE COORDINATING COMMITTEE OR AS OTHERWISE PROVIDED HEREIN
TO REFLECT REVISED PARTICIPATION, AND REVISED PRODUCTION CAPACITY, ENTITLEMENT SHARES,
PERCENTAGES AND COST SHARES. NEW PROJECT ELEMENTS MAY BE ADDED BY THE COORDINATING
COMMITTEE OR AS OTHERWISE PROVIDED HEREIN BY ADDING NEW EXHIBITS WITHIN EXHIBITS A HEREIN, AS
APPLICABLE. PRODUCTION CAPACITY AND PERCENTAGES ARE SUBJECT TO ADJUSTMENT AS PROVIDED IN THIS
AGREEMENT, INCLUDING SECTIONS 4, 6, 8, 9, 10, 11, 14 AND 19 HEREOF. THIS TABLE MAY BE REVISED, MODIFIED
OR REPLACED BY A TABLE OR TABLES WHICH CONDENSE THE FORGOING INFORMATION AND WHICH MAY
REFERENCED IN, APPENDED TO OR MADE A PART OF THE MINUTES OF THE COORDINATING COMMITTEE OR THE
BOARD OF DIRECTORS OR OTHERWISE MAINTAINED BY THE EXECUTIVE DIRECTOR..
Phase II Renewable Development Agreement
Exhibit A-8
EXHIBIT A — PROJECT ELEMENT NO.9
PRODUCTION CAPACITY, ENTITLEMENT SHARES AND RENEWABLE DEVELOPMENT
WORK COST SHARES IN RENEWABLE PROJECT ELEMENT NO.9
Participants
Proposed
Production
Capacity
Entitlement. Share
Renewable
Development
Work Cost Share
MW*
Percentage*
Percentage*
City of Anaheim
0
p
0
City of Azusa
0
0
0
City of Banning
0
0
0
City of Burbank
0
0
0
City of Cerritos
0
0
0
City of Colton
0
0
0
.City of Glendale
0
0
0
Imperial Irrigation District
0
0
0
City of Los Angeles
0
0
0
City of Pasadena
0
0
0
City of Riverside
0
0
0
City of Vornon
0
0
0
Total
Tbd
100%
100%
EXHIBITS MAY BE AMENDED BY THE COORDINATING COMMITTEE OR AS OTHERWISE -PROVIDED HEREIN
TO REFLECT REVISED PARTICIPATION, AND REVISED PRODUCTION CAPACITY, ENTITLEMENT SHARES,
PERCENTAGES AND COST SHARES. _ NEW PROJECT ELEMENTS MAY BE ADDED BY .THE COORDINATING
COMMITTEE OR AS OTHERWISE PROVIDED HEREIN BY ADDING NEW EXHIBITS WITHIN EXHIBITS A HEREIN, AS
APPLICABLE. PRODUCTION CAPACITY AND PERCENTAGES ARE SU13JECT TO ADJUSTMENT AS PROVIDED IN THIS
AGREEMENT, INCLUDING SECTIONS 4, b, 8, 9, 10, 11, 14 AND 19 HEREOF. THIS TABLE MAY BE REVISED, MODIFIED
OR REPLACED BY A TABLE OR TABLES WHICH CONDENSE THE FORGOING INFORMATION AND WHICH MAY BE
REFERENCED IN, APPENDED TO OR MADE A PART OF THE MINUTES OF THE COORDINATING COMMITTEE OR THE
BOARD OF DIRECTORS OR OTHERWISE MAINTAINED BY THE EXECUTIVE DIRECTOR.
Phase I1 Renewable Development Agreement
Exhibit A-9
EXHIBIT A — PROJECT ELEMENT NO.10
PRODUCTION CAPACITY, ENTITLEMENT SHARES AND RENEWABLE DEVELOPMENT
WORK COST SHARES IN RENEWABLE PROJECT ELEMENT NO.10
Participants
Proposed
Production
Capacity
Entitlement Share
Renewable
Development
Work Cost Share
MW*
Percentage*
Percentage*
City of Anaheim
0
0 .
0
City of Azusa
0
0
0
City of Banning
0
0
0
City of Burbank
0
0
0
City of Cerritos
0
0
0
City of Colton
0
0
0
City of Glendale
0
0
0
Imperial Irrigation District'
0
0
0
City of Los Angeles
0
0
0
City of Pasadena
0
0
0
City of Riverside
0-
0
0
City of Vernon
0
0
0
Total
Tbd
100%
100%_7
EXHIBITS MAY BE AMENDED BY THE COORDINATING COMMITTEE OR AS OTHERWISE PROVIDED HEREIN
TO REFLECT REVISED PARTICIPATION, AND REVISED PRODUCTION CAPACITY, ENTITLEMENT SHARES,
PERCENTAGES AND COST SHARES. NEW PROJECT ELEMENTS MAY BE ADDED BY THE COORDINATING
COMMITTEE OR AS OTHERWISE PROVIDED HEREIN BY ADDING NEW EXHIBITS WITHIN EXHIBITS A HEREIN, AS
APPLICABLE. PRODUCTION CAPACITY AND PERCENTAGES ARE SUBJECT TO ADJUSTMENT AS PROVIDED IN THIS
AGREEMENT, INCLUDING SECTIONS 4, 6, 8, 9, 10, 11, 14 AND 19 HEREOF. THIS TABLE MAY BE REVISED, MODIFIED
OR REPLACED BY A TABLE OR TABLES WHICH CONDENSE THE FORGOING INFORMATION AND WHICH MAY BE
REFERENCED IN, APPENDED TO OR MADE A PART OF THE MINUTES OF THE COORDINATING COMMITTEE OR THE
BOARD OF DIRECTORS OR OTHERWISE MAINTAINED BY THE EXECUTIVE DIRECTOR.
Phase II Renewable Development Agreement
Exhibit A-10
EXHIBIT A —PROJECT ELEMENT NO.11
PRODUCTION CAPACITY, ENTITLEMENT SHARES AND RENEWABLE DEVELOPMENT
WORK COST SHARES IN RENEWABLE PROJECT ELEMENT NO. II
Participants
Proposed
Production
Capacity
Entitlement Share
Renewable
Development
Work Cost Share
MW*
Percentage*
Percentage*
City of Anaheim
0
0
0
City of Azusa
0
0
0
City of Banning
0
0
0
City of Burbank
0.
0
0
City of Cerritos
0
0
0
City of Colton
0
0
0
City of Glendale
0
0
0
Imperial Irrigation District
0 .
0
0
City of Los Angeles
0
0
0
City of Pasadena
0
0
0
City of Riverside
0
0
0
City of Vernon
0
0
0
Total
Tbd
100%
100%
. EXHIBITS MAY BE AMENDED BY THE COORDINATING COMMITTEE OR AS OTHERWISE PROVIDED HEREIN
TO REFLECT REVISED PARTICIPATION, AND REVISED PRODUCTION CAPACITY, ENTITLEMENT SHARES,
PERCENTAGES AND COST SHARES. NEW PROJECT ELEMENTS MAY BE ADDED BY THE COORDINATING
COMMITTEE OR AS OTHERWISE PROVIDED HEREIN BY ADDING NEW EXHIBITS WITHIN EXHIBITS A HEREIN, AS
APPLICABLE. PRODUCTION CAPACITY AND PERCENTAGES ARE SUBJECT TO ADJUSTMENT AS PROVIDED IN THIS
AGREEMENT, INCLUDING SECTIONS 4, 6, 8, 9, 10, 11, 14 AND 19 HEREOF. THIS TABLE MAY BE REVISED; MODIFIED
OR REPLACED BY A TABLE OR TABLES WHICH CONDENSE THE FORGOING INFORMATION AND. WHICH MAY BE
REFERENCED IN, APPENDED TO OR MADE A PART OF THE MINUTES OF THE COORDINATING COMMITTEE OR THE
BOARD OF DIRECTORS OR OTHERWISE MAINTAINED BY THE EXECUTIVE DIRECTOR.
Phase 1I Renewable Development Agreement
Exhibit A-11
EXHIBIT A — PROJECT ELEMENT NO.12
PRODUCTION CAPACITY, ENTITLEMENT SHARES AND RENEWABLE DEVELOPMENT
WORK COST SHARES IN RENEWABLE PROJECT ELEMENT NO.12
Participants
Proposed
Production
Capacity
Entitlement Share
Renewable
Development
Work Cost Share
1VIW*
Percentage*
Percentage*
City of Anaheim
0
0
0
City of Azusa
0
0
0
City of Banning
0
0
0
City of Burbank
0
0
0
City of Cerritos
0
0
0
City of Colton
0
0
0
City of Glendale
0
0
0
Imperial irrigation District
0
0
0
City of Los Angeles
0
0
0
City of Pasadena
0
0
0
City of Riverside
0
0
0
City of Vernon
0
0
0
Total
Tbd
100%
l 00%
EXHIBITS MAY BE AMENDED BY THE COORDINATING COMMITTEE OR AS OTHERWISE PROVIDED HEREIN
TO REFLECT REVISED PARTICIPATION, AND REVISED PRODUCTION CAPACITY, ENTITLEMENT SHARES,
PERCENTAGES AND COST SHARES. _ NEW PROJECT ELEMENTS MAY BE ADDED BY THE COORDINATING
COMMITTEE OR AS OTHERWISE PROVIDED HEREIN BY ADDING NEW EXHIBITS WITHIN EXHIBITS A HEREIN, AS
APPLICABLE. PRODUCTION CAPACITY AND PERCENTAGES ARE SUBJECT TO ADJUSTMENT AS PROVIDED IN THIS
AGREEMENT, INCLUDING SECTIONS 4, 6, 8, 9, 10, 11, 14 AND 19 HEREOF. THIS TABLE MAY BE REVISED, MODIFIED
OR REPLACED BY A TABLE OR TABLES WHICH CONDENSE THE FORGOING INFORMATION AND WHICH MAY BE
REFERENCED IN, APPENDED TO OR MADE A PART OF THE MINUTES OF THE COORDINATING COMMITTEE OR THE
BOARD OF DIRECTORS OR OTHERWISE MAINTAINED BY THE EXECUTIVE DIRECTOR.
Phase II Renewable Development Agreement
Exhibit A-12
EXHIBIT A — PROJECT ELEMENT NO.13
PRODUCTION CAPACITY, ENTITLEMENT SHARES AND RENEWABLE DEVELOPMENT
WORK COST SHARES IN RENEWABLE PROJECT ELEMENT NO.13
Participants
Proposed
Production
Capacity
Entitlement Share
Renewable
Development
Work Cost Share
MW*
Percentage*
Percentage*
City of.Anaheim
0
0
0
City of Azusa
0
0
0
City of Banning
0
0
0
City of Burbank
0
0
0
City of Cerritos
0
0
0
City of Colton
0
0
0
City of Glendale
0
0
0
Imperial Irrigation District
0
0
0
City of Los Angeles
0
0
0
City of Pasadena
0
0
0
City of Riverside
0
0
0
City of Vernon
0
0
0
Total
Tbd
100%
100%
EXHIBITS MAY AMENDED BY THE COORDINATING -COMMITTEE OR AS OTHERWISE PROVIDED HEREIN
TO REFLECT REVISED PARTICIPATION, AND REVISED PRODUCTION CAPACITY, ENTITLEMENT SHARES,
PERCENTAGES AND COST SHARES. NEW PROJECT ELEMENTS MAY BE ADDED BY THE COORDINATING
COMMITTEE OR AS OTHERWISE PROVIDED HEREIN BY ADDING NEW EXHIBITS WITHIN EXHIBITS A HEREIN, AS
APPLICABLE. PRODUCTION CAPACITY AND PERCENTAGES ARE SUBJECT TO ADJUSTMENT AS PROVIDED IN THIS
AGREEMENT, INCLUDING SECTIONS 4, 6, 8, 9, 10, 11, 14 AND 19 HEREOF, THIS TABLE MAY BE REVISED, MODIFIED
OR REPLACED BY A TABLE OR TABLES WHICH CONDENSE THE FORGOING INFORMATION AND WHICH MAY BE
REFERENCED IN, APPENDED TO OR MADE A PART OF THE MINUTES OF THE COORDINATING COMMITTEE OR THE
BOARD OF DIRECTORS OR OTHERWISE MAINTAINED BY THE EXECUTIVE DIRECTOR.
Phase II Renewable Development Agreement
Exhibit A-13
EXHIBIT A — PROJECT ELEMENT NO.14
PRODUCTION CAPACITY, ENTITLEMENT SHARES AND RENEWABLE DEVELOPMENT
WORK COST SHARES IN RENEWABLE PROJECT ELEMENT NO.14
Participants
Proposed
Production
Capacity
Entitlement Share
Renewable
Development
Work Cost Share
,r
MW*
Percentage*
Percentage*
City of Anaheim
0
0
0
City of Azusa
0
0
0
City of Banning
0 .
0
0
City of Burbank
0
0
0
City of Cerritos
0
0
0
City of Colton
0
0
0
City of Glendale
0
0
0
Imperial. Irrigation District
0
0 •
0
City of Los Angeles
0
0
0
City of Pasadena
0
0
0
City of Riverside
0
0
0
City of Vernon
,0
0
0
Total
Tbd
100%
100%
EXHIBITS MAY BE AMENDED BY THE COORDINATING COMMITTEE OR AS OTHERWISE PROVIDED HEREIN
TO REFLECT REVISED PARTICIPATION, AND REVISED PRODUCTION CAPACITY, ENTITLEMENT SHARES,
PERCENTAGES AND COST SHARES. NEW PROJECT ELEMENTS MAY BE ADDED BY THE COORDINATING
COMMITTEE OR AS OTHERWISE PROVIDED HEREIN BY ADDING NEW EXHIBITS WITHIN EXHIBITS A HEREIN, AS
APPLICABLE. PRODUCTION CAPACITY AND PERCENTAGES ARE SUBJECT. TO ADJUSTMENT AS PROVIDED IN THIS
AGREEMENT, INCLUDING SECTIONS 4, 6, 8, 9, 10, 11, 14 AND 19 HEREOF. THIS TABLE MAY BE REVISED, MODIFIED
OR REPLACED BY A TABLE OR TABLES WHICH CONDENSE THE FORGOING' INFORMATION AND WHICH MAY BE
REFERENCED IN, APPENDED TO OR MADE A PART OF THE MINUTES OF THE COORDINATING COMMITTEE OR THE
BOARD OF DIRECTORS OR OTHERWISE MAINTAINED BY THE EXECUTIVE DIRECTOR,
Phase 11 Renewable Development Agreement
Exhibit A-14
EXHIBIT A — PROJECT ELEMENT NO.15
PRODUCTION CAPACITY, ENTITLEMENT SHARES AND RENEWABLE DEVELOPMENT
WORK COST SHARES IN RENEWABLE PROJECT ELEMENT NO.15
Participants
Proposed .
Production
Capacity
Entitlement Share
Renewable
Development
Work Cost. Share
MW*
Percentage*
Percentage*
City of Anaheim
0
0
0
City of Azusa
0
0
0
City of Banning
0
0
0
City of Burbank
0
0
0
City of Cerritos
0
0
0
City of Colton
0
0
0
City of Glendale
0
0
0
Imperial Irrigation District
0
0
0
City of Los Angeles
0
0
0
City of Pasadena
0
0
0
City of Riverside
0
0
0
City of Vernon
0
0
0
Total
T6d
1000/0
100%
EXHIBITS MAY BE AMENDED BY THE COORDINATING COMMITTEE OR AS OTHERWISE PROVIDED HEREIN
TO REFLECT REVISED PARTICIPATION, AND REVISED PRODUCTION CAPACITY, ENTITLEMENT SHARES,
PERCENTAGES AND COST SHARES. NEW PROJECT ELEMENTS MAY BE ADDED BY THE COORDINATING
COMMITTEE OR AS OTHERWISE PROVIDED HEREIN BY ADDING NEW EXHIBITS WITHIN EXHIBITS A HEREIN, AS
APPLICABLE. PRODUCTION CAPACITY.AND PERCENTAGES ARE SUBJECT TO ADJUSTMENT AS PROVIDED IN THIS
AGREEMENT, INCLUDING SECTIONS 4, 6, 8, 9, 10, 11, 14 AND 19 HEREOF. THIS TABLE MAY BE REVISED, MODIFIED
OR REPLACED BY A TABLE OR TABLES WHICH CONDENSE THE FORGOING INFORMATION AND WHICH MAY BE
REFERENCED .IN, APPENDED TO OR MADE A PART OF THE MINUTES OF THE COORDINATING COMMITTEE OR THE
BOARD OF DIRECTORS OR OTHERWISE MAINTAINED BY T1-IE EXECUTIVE DIRECTOR.
Phase II Renewable Development Agreement
Exhibit A-15
EXHIBIT A — PROJECT ELEMENT NO.16
PRODUCTION CAPACITY, ENTITLEMENT SHARES AND RENEWABLE DEVELOPMENT
WORK COST SHARES IN RENEWABLE PROJECT ELEMENT NO.16
Participants
Proposed
Production
Capacity
Entitlement Share
Renewable
Development
Work Cost Share
MW*
Percentage*
Percentage*
City of Anaheim
City of Azusa
0
0
0
0
0
0
City of Banning
0
p
0
City of Burbank
0
0
0
City of Cerritos
City of Colton
0
0
0
0
0
0
City of Glendale
0
0
0
•Imperial Irrigation District
0
0
0
City of Los Angeles
0
0
0
City of Pasadena
0
0
0
City of Riverside
0
0
0
City of Vernon
Total
0
Tbd
0
10011/0
0
100%
EXHIBITS MAY BE AMENDED BY THE COORDINATING COMMITTEE OR AS OTHERWISE PROVIDED HEREIN
TO REFLECT REVISED PARTICIPATION, AND REVISED PRODUCTION CAPACITY, ENTITLEMENT SHARES,
PERCENTAGES AND COST SHARES. NEW PROJECT ELEMENTS MAY BE ADDED BY THE COORDINATING
COMMITTEE OR AS OTHERWISE PROVIDED HEREIN BY ADDING NEW EXHIBITS WITHIN EXHIBITS A HEREIN, AS
APPLICABLE. PRODUCTION CAPACITY AND PERCENTAGES ARE SUBJECT TO ADJUSTMENT AS PROVIDED IN THIS
AGREEMENT, INCLUDING SECTIONS 4, 6, 8, 9, 10, 11, 14 AND 19 HEREOF. THIS TABLE MAY BE REVISED, MODIFIED
OR REPLACED BY A TABLE OR TABLES WHICH CONDENSE THE FORGOING INFORMATION AND WHICH MAY BE
REFERENCED IN, APPENDED TO OR MADE A PART OF THE MINUTTES OF THE COORDINATING COMMITTEE OR THE
BOARD OF DIRECTORS OR OTHERWISE MAINTAINED BY THE EXECUTIVE DIRECTOR.
Phase II Renewable Development Agreement
Exhibit A 16
EXHIBIT A — PROJECT ELEMENT NO.17
PRODUCTION CAPACITY, ENTITLEMENT SHARES AND RENEWABLE DEVELOPMENT
WORK COST SHARES IN RENEWABLE PROJECT ELEMENT NO.17
Participants
Proposed
Production
Capacity
Entitlement Share
Renewable
Development
Work Cost Share
MW*
Percentage*
Percentage*
City of Anaheim
0
0
0
City of Azusa
0
0
0
City of Banning
0
0
0
City of Burbank
0
0
0
City of Cerritos
0
0
0
City of Colton
0
0
0
City of Glendale
0
0
.0
Imperial irrigation District
0
0
0
City of Los Angeles
0.
0
0
City of Pasadena
0
0
0
City of Riverside
0
.0
0
City of Vernon
0
0
0
Total
Tbd
100%
100%
EXHIBITS MAY BE AMENDED BY THE COORDINATING COMMITTEE OR AS OTHERWISE PROVIDED HEREIN
TO REFLECT REVISED PARTICIPATION, AND REVISED 'PRODUCTION CAPACITY, ENTITLEMENT SHARES,
PERCENTAGES AND COST SHARES. NEW PROJECT ELEMENTS MAY BE ADDED BY THE COORDINATING
COMMITTEE OR AS OTHERWISE PROVIDED HEREIN BY ADDING NEW EXHIBITS' WITHIN EXHIBITS A HEREIN, AS
APPLICABLE. PRODUCTION CAPACITY AND PERCENTAGES ARE SUBJECT TO ADJUSTMENT AS PROVIDED IN THIS
AGREEMENT, INCLUDING SECTIONS 4, 6, 8, 9, 10, 11, 14 AND 19 HEREOF. THIS TABLE MAY BE REVISED, MODIFIED
OR REPLACED BY A TABLE OR TABLES WHICH CONDENSE THE FORGOING INFORMATION AND WHICH MAY BE
REFERENCED IN, APPENDED TO OR MADE A PART OF THE MINUTES OF THE COORDINATING COMMITTEE OR THE.
BOARD OF -DIRECTORS OR OTHERWISE MAINTAINED BY THE EXECUTIVE DIRECTOR..
Phase II Renewable Development Agreement
Exhibit A-17
EXHIBIT A — PROJECT ELEMENT NO. 18
PRODUCTION CAPACITY", ENTITLEMENT SHARES AND RENEWABLE DEVELOPMENT
WORK COST SHARES IN RENEWABLE PROJECT ELEMENT NO,18
Participants
Proposed
Production
Capacity
Entitlement Share
Renewable
Development
Work Cost Share
MW*
Percentage*
Percentage*
City of Anaheim
0
0
0.
City of Azusa
0
0
0
City of Banning
0
0
0
City of Burbank
0
0
0
City of Cerritos
0
0
0
City of Colton
0
0
0
City of Glendale.
0
'0
0
Imperial Irrigation District
0
0
0
City of Los Angeles
0
0
0
City of Pasadena.
0
0
0
City of Riverside
0
0
0
City of Vernon
0
0
0
Total
Tbd
1000/0
100%
` EXHIBITS MAY BE AMENDED BY THE -COORDINATING COMMITTEE OR AS OTHERWISE PROVIDED HEREIN
TO REFLECT REVISED PARTICIPATION, AND REVISED PRODUCTION CAPACITY, ENTITLEMENT SHARES,
PERCENTAGES AND COST SHARES. NEW PROJECT ELEMENTS MAY BE ADDED BY THE COORDINATING
COMMITTEE OR AS OTHERWISE PROVIDED HEREIN BY ADDING NEW EXHIBITS WITHIN EXHIBITS A HEREIN, AS
APPLICABLE. PRODUCTION CAPACITY AND PERCENTAGES ARE SUBJECT TO ADJUSTMENT AS PROVIDED IN THIS
AGREEMENT, INCLUDING SECTIONS 4, b, 8, 9, 10, 11, 14 AND.19 HEREOF. THIS TABLE MAY BE REVISED, MODIFIED
OR REPLACED BY A TABLE OR TABLES WHICH CONDENSE THE FORGOING INFORMATION AND WHICH MAY BE
REFERENCED IN, APPENDED TO OR MADE A PART OF THE MINUTES OF THE COORDINATING COMMITTEE OR THE
BOARD OF DIRECTORS OR OTHERWISE MAINTAINED BY THE EXECUTIVE DIRECTOR..
Phase II Renewable Development Agreement
Exhibit A-18
EXHIBIT A — PROJECT ELEMENT NO.19
PRODUCTION_ CAPACITY, ENTITLEMENT SHARES AND RENEWABLE DEVELOPMENT
WORK COST SHARES IN RENEWABLE PROJECT ELEMENT NO.19
Participants
Proposed
Production
Capacity
Entitlement Share
Renewable
Development
Work Cost Share
MW*
Percentage*
Percentage*
City of Anaheim
0
0
0
City of Azusa
0
0
0
City -of Banning
0
0
0
City of Burbank
0
0
0
City of Cerritos
0
0
0
City of Colton
0
0
0
City of Glendale
0 .
0
0
Imperial Irrigation District
0
0
0
City of Los Angeles
0
0
0.
City of Pasadena
0
0
0
City of Riverside
0
0
0
City of Vernon
0
0
0
Total
Tbd
100%
100%
EXHIBITS MAY BE AMENDED BY THE COORDINATING COMMITTEE OR AS OTHERWISE PROVIDED HEREIN
TO REFLECT REVISED PARTICIPATION, AND REVISED PRODUCTION CAPACITY, ENTITLEMENT SHARES,
PERCENTAGES AND COST SHARES. NEW PROJECT ELEMENTS MAY BE ADDED BY THE COORDINATING
COMMITTEE OR AS OTHERWISE PROVIDED HEREIN BY ADDING NEW EXHIBITS WITHIN EXHIBITS A HEREIN, AS
APPLICABLE. PRODUCTION CAPACITY AND PERCENTAGES ARE SUBJECT TO ADJUSTMENT AS PROVIDED IN THIS
AGREEMENT, INCLUDING SECTIONS 4, 6, 8, 9, 10, 11, 14 AND 19 HEREOF. THIS TABLE MAY BE REVISED, MODIFIED
OR REPLACED -BY A TABLE OR TABLES WHICH CONDENSE THE FORGOING INFORMATION AND WHICH MAY BE
REFERENCED IN, APPENDED TO OR MADE A PART OF THE MINUTES OF THE COORDINATING COMMITTEE OR THE
BOARD OF DIRECTORS OR OTHERWISE MAINTAINED BY THE.EXECUTIVE DIRECTOR.
Phase II Renewable Development Agreement
Exhibit A-19