888 first street, n.e. dear ms. bose · 3. santa paula energy storage shall perform the scope of...

3 Innovation Way Pomona, CA 91768

David Schiada Principal Manager Regulatory Affairs

February 21, 2020

Ms. Kimberly D. Bose, Secretary Federal Energy Regulatory Commission 888 First Street, N.E. Washington, DC 20426

Dear Ms. Bose:

Pursuant to Section 35.13 of the Federal Energy Regulatory Commission’s

(“Commission” or “FERC”) regulations under the Federal Power Act (18 C.F.R. §

35.13), Southern California Edison Company (“SCE”) tenders for filing an Engineering,

Design, and Procurement Letter Agreement (“Letter Agreement”) between SCE and

Santa Paula Energy Storage, LLC (“Interconnection Customer”) (collectively, the

“Parties”).

The documents submitted with this filing consist of this letter of transmittal and

all attachments hereto, and the Letter Agreement.

Letter Agreement

The Interconnection Customer proposes to construct a 30 MW energy storage

generating facility named the Santa Paula Energy Storage Project (“Project”), to be

located in Santa Paula, CA to SCE’s Wakefield Substation 66 kV bus out of Santa Clara

220 kV Substation and transmit energy to the California Independent System Operator

controlled grid (“ISO Grid”).

Pursuant to SCE’s Wholesale Distribution Access Tariff (“WDAT”), FERC

Electric Tariff, Volume No. 5, the Interconnection Customer submitted an

Ms. Kimberly D. Bose, Secretary Federal Energy Regulatory Commission February 21, 2020 interconnection request to SCE for interconnection, wholesale Distribution Service1 and

to transmit Energy and/or Ancillary Service to the ISO Grid.

In order to meet the requested in-service dates, the Interconnection Customer has

requested that SCE begin engineering, design and procurement prior to executing the

Generator Interconnection Agreement for Generating Facilities Interconnecting Under the

Cluster Study Process (“GIA”) for the Project.

The purpose of the Letter Agreement is to provide an interim arrangement

whereby SCE will commence the engineering, design, preparation of specifications and

procurement, as specified in Exhibit A2 to the Letter Agreement, and the Interconnection

Customer will pay for such work.

Pursuant to Section 5 of the Letter Agreement, the Interconnection Customer will

pay all of SCE’s charges and expenses for the scope of work to be performed by SCE.

The charges and expenses incurred pursuant to the Letter Agreement will include,

without limitations, SCE’s costs of SCE’s employees and contractors, including related

overheads. Such charges and expenses are estimated to be $4,651,500, as described in

Exhibit B of the Letter Agreement.

Section 1 of the Letter Agreement provides that it will become effective on the

date the Letter Agreement is fully executed by both Parties and the Letter Agreement is

accepted for filing by FERC.

Waiver

SCE respectfully requests, pursuant to Section 35.11 (18 C.F.R. § 35.11) of the

Commission’s regulations, waiver of the 60-day prior notice requirements specified in

Section 35.3 (18 C.F.R. § 35.3), and requests the Commission to accept the Letter

1 All capitalized terms used herein, and not otherwise defined, have the meanings ascribed to such term in the WDAT.

Ms. Kimberly D. Bose, Secretary Federal Energy Regulatory Commission February 21, 2020 Agreement for filing and assign an effective date of February 14, 2020, which is the date

the Letter Agreement was fully executed by the Parties. Such waiver would be consistent

with the Commission’s Order dated March 18, 2002, in Docket No. ER02-79-001 (98

FERC ¶ 61,304), wherein the Commission granted waiver of the 60-day prior notice

requirement when a letter agreement, similar to the one in the instant filing, was filed

within 30 days of the proposed effective date. The granting of this waiver will not have

any impact on SCE’s other rate schedules.

Other Filing Requirements

No expenses or costs included in the rates tendered herein have been alleged or

judged in any administrative or judicial proceeding to be illegal, duplicative, or

unnecessary costs that are demonstrably the product of discriminatory employment

practices.

SCE believes that the data contained in this letter provide sufficient information

upon which to accept this filing; however, to the extent necessary, SCE requests that the

Commission waive its filing requirements contained in Sections 35.5 and 35.13 (18

C.F.R. § 35.5 and 35.13) of the Commission’s regulations.

SCE believes this filing conforms to any rule of general applicability and to any

Commission order specifically applicable to SCE, and has made copies of this letter and

all enclosures available for public inspection in SCE’s principal office located in

Rosemead, California. SCE has mailed copies to those persons whose names appear on

the mailing list enclosed.

Ms. Kimberly D. Bose, Secretary Federal Energy Regulatory Commission February 21, 2020

SCE requests that all correspondence, pleadings, and other communications

concerning this filing be served upon:

Ainsley Carreno Attorney Southern California Edison Company P.O. Box 800 2244 Walnut Grove Avenue Rosemead, California 91770 [email protected] SCE also requests that an additional copy of any correspondence and orders be

sent to the undersigned at [email protected].

Very truly yours,

/s/ David Schiada DAVID SCHIADA

https://edisonintl-my.sharepoint.com/personal/darren_wu_sce_com/Documents/[email protected]

FEDERAL ENERGY REGULATORY COMMISSION

Mailing List

NAME ADDRESS

Public Utilities Commission State of California Legal Division

[email protected]

State Building 505 Van Ness Avenue San Francisco, California 94102

esVolta, LP Rishad Olpadwala Vice President, Development [email protected]

65 Enterprise, 3rd Floor Aliso Viejo, CA 92656

mailto:[email protected]


Southern California Edison Company FERC FPA Electric Tariff Tariff Title: Wholesale Distribution Access Tariff Tariff Record Title: Service Agreement No. 1096

ENGINEERING, DESIGN, AND PROCUREMENT

LETTER AGREEMENT

BETWEEN

SANTA PAULA ENERGY STORAGE, LLC

AND

SOUTHERN CALIFORNIA EDISON COMPANY

PROJECT: Santa Paula Energy Storage (WDT1532)

Contract Effective Date: 02/14/20 Tariff Record Proposed Effective Date: 02/14/20 905.1096.0 Version Number: 0.0.0 WDT1532 Option Code: A

February 13, 2020

Rishad Olpadwala Santa Paula Energy Storage, LLC 65 Enterprise, 3rd Floor Aliso Viejo, CA 92656 Re: Engineering, Design, and Procurement Letter Agreement for the Santa Paula Energy Storage Project (WDT1532)

Dear Mr. Olpadwala:

Santa Paula Energy Storage, LLC (“Santa Paula Energy Storage” or “Interconnection Customer”) is proposing to construct and operate the Santa Paula Energy Storage Project (“Project” or “WDT1532”), a 30.0 net MW energy storage Generating Facility to be located in Santa Paula, California. As part of Southern California Edison Company’s (“SCE” or “Distribution Provider”) Queue Cluster 11 (“QC11”) application window, Santa Paula Energy Storage submitted an Interconnection Request, pursuant to SCE’s Generator Interconnection Procedures (“GIP”) contained in Attachment I of the Wholesale Distribution Access Tariff (“WDAT”), proposing to interconnect the Project at SCE’s Wakefield Substation 66 kV bus out of Santa Clara 220 kV Substation, as summarized below:

Description: (i) A battery storage generating facility with a total output of 30.0 net MW (33.0 gross MW) and a maximum charging demand of 30.0 MW, which consists of eleven (11) Power Electronics FP3000 inverter units with rated output of 3.0 MW each as measured at the inverter terminals, (ii) the associated infrastructure and step-up transformers, (iii) meters and metering equipment, and (iv) appurtenant equipment. Generating Facility Output Total rated (gross) capacity at inverter terminals: 33.0 MW at unity p.f Total net capability at high-side of main step-up transformer(s): 32.71 MW Total net capacity provided under the Agreement at high-side of main step-up transformer(s):

30.0 MW

Total net capacity provided under the Agreement at Point of Interconnection:

30.0 MW

Generating Facility Charging Total rated charging capacity at inverter/converter terminals: 33.0 MW at unity p.f Total charging capability at high-side of main step-up transformer(s):

33.33 MW

Total Charging Capacity provided under the Agreement at high-side of main step-up transformer(s):

30.0 MW

Total Charging Capacity provided under the Agreement at Point of Interconnection:

30.0 MW

In accordance with the terms of the WDAT GIP, the Phase II Interconnection Study was completed, and the results were issued to the Interconnection Customer on November 20, 2019. The Phase II Interconnection Study report identified a lead time of twenty-seven (27) months to complete the Distribution Provider’s Interconnection Facilities and Distribution Upgrades (“Facilities”) required to interconnect the Project. The Phase II Interconnection Study results meeting was held on December 5, 2019. On August 22, 2019, Santa Paula Energy Storage requested an Engineering, Design, and Procurement Letter Agreement (“Agreement”) prior to the execution of the Generator Interconnection Agreement (“GIA”) so that SCE may begin engineering, design, and procurement of SCE’s Facilities described in Exhibit A2 (“SCE Work”). SCE will not begin construction of SCE’s Facilities under the terms of this Agreement. Subject to Section 9 of this Agreement, the parties agree to work in good faith to expedite the work pursuant to this Agreement in order to advance the estimated dates stated by SCE in its Phase II study report for in-service and Commercial Operation. SCE and Santa Paula Energy Storage intend to execute a GIA and a Distribution Service Agreement that would include the terms for SCE to engineer, design, license, permit, procure, construct, own, operate and maintain, and for Santa Paula Energy Storage to pay for, SCE’s Facilities, and also for SCE to provide Distribution Service for the Project. All initially capitalized terms used herein, and not otherwise defined, shall have the meanings ascribed to those terms in the GIP Appendix 5.2 (Generator Interconnection Agreement for a Generating Facility Interconnecting under the Cluster Study Process). Santa Paula Energy Storage and SCE are sometimes referred to herein individually as “Party” and collectively as “Parties.” Accordingly, the purpose of this Agreement is to agree upon an interim arrangement pursuant to which SCE will commence, and Santa Paula Energy Storage will pay for, the engineering, design, preparation of specifications and procurement of material and equipment for such facilities as specified in Exhibit A2 hereto to interconnect the Project as follows: 1. This Agreement shall become effective on the date the Agreement is fully executed by both

Parties and the Agreement is accepted for filing by FERC (the “Effective Date”). If SCE does not receive the fully executed Agreement within five (5) Business Days of Santa Paula Energy Storage’s receipt, then the offer reflected in this Agreement will expire and this Agreement will be of no effect.

2. Subject to Section 10, this Agreement shall terminate upon the earliest of the following to occur: (i) notice that this Agreement is not accepted for filing by FERC; (ii) the effective date of the GIA, which will supersede this Agreement; (iii) two (2) Business Days after SCE’s receipt of written notice from Santa Paula Energy Storage to SCE at any time; (iv) following the withdrawal of the Project’s QC11 Interconnection Request; or (v) written notice provided by SCE to Santa Paula Energy Storage pursuant to Section 7 or Section 8 and such notice of termination is accepted by FERC.

3. Santa Paula Energy Storage shall perform the scope of work identified in Exhibit A1 (the “Santa Paula Energy Storage Work”) in accordance with Good Utility Practice and apply for any regulatory approval that may be necessary for the engineering, design, and procurement of the Santa Paula Energy Storage Work.

4. SCE will perform the scope of work identified in Exhibit A2, pursuant to Exhibit D and in accordance with Good Utility Practice, and apply for any regulatory approval that may be necessary for the engineering, design and procurement of SCE Work.

5. Santa Paula Energy Storage shall pay all of SCE's actual charges and expenses incurred for SCE Work. Such charges and expenses shall include, without limitation, SCE's costs of its employees and contractors, including related overheads. Such charges and expenses are estimates and are identified in Exhibit B attached hereto.

6. Santa Paula Energy Storage shall provide security for the estimated potential tax liability in accordance with Section 12.b and Exhibit D of this Agreement.

7. Santa Paula Energy Storage shall make payments to SCE pursuant to the schedule listed in Exhibit C hereto. If Santa Paula Energy Storage does not make the payments as outlined in Exhibit C, SCE may stop work and this Agreement may terminate immediately upon written notice by SCE, subject to FERC acceptance or approval.

8. SCE shall notify Santa Paula Energy Storage in writing within a reasonable period of time if SCE learns that charges and expenses are likely to exceed the total estimated amount. In such notification, SCE shall specify the additional payment amount(s) to be paid by Santa Paula Energy Storage for SCE to continue work under the terms of this Agreement. Santa Paula Energy Storage shall pay such additional payment amount(s) within thirty (30) Calendar Days of SCE’s notification. If Santa Paula Energy Storage does not pay the additional payment amount(s) within thirty (30) Calendar Days, SCE may stop work and this Agreement may terminate immediately upon written notice by SCE, subject to FERC acceptance or approval.

SCE and Santa Paula Energy Storage intend to enter into a GIA that will reflect the results of the Project’s QC11 Phase II Interconnection Studies and state the terms for Santa Paula Energy Storage’s payment of SCE's costs incurred for performing the work identified in the QC11 Phase II Interconnection Studies and included in this Agreement. Such GIA would supersede this Agreement upon its effective date. Santa Paula Energy Storage’s payments pursuant to the terms of this Agreement, including any additional payments pursuant to this Section 8, would be credited to any amounts due under the terms of the GIA.

9. SCE and Santa Paula Energy Storage are entering into this Agreement in order to expedite the engineering, design, preparation of specifications, and procurement of material and equipment for the Facilities necessary to enable Interconnection as stated in Exhibits A1 and A2. SCE shall use reasonable efforts to complete the engineering, design, preparation of specifications, and procurement of material and equipment for SCE’s Facilities necessary to enable Interconnection in accordance with the timeline in Exhibit D. However, SCE does not warrant that such work will be completed in time to meet Santa Paula Energy Storage’s requested In-Service Date of October 1, 2021. Santa Paula Energy Storage understands and acknowledges that the completion date for the Facilities is only an estimate and, therefore, SCE shall not be

liable for any cost or damage incurred by Santa Paula Energy Storage because of, or due to, any delay in the completion of the work provided for in this Agreement.

10. Santa Paula Energy Storage’s obligations to pay charges and expenses incurred or irrevocably committed to be incurred pursuant to this Agreement will survive termination of this Agreement, except insofar as payment of such charges and expenses is provided for in the GIA that, if required, is accepted for filing by FERC and becomes effective. In the event of termination in the absence of such effective GIA, SCE shall make reasonable efforts to submit an invoice to Santa Paula Energy Storage of all such charges and expenses within twelve (12) months from the date of termination of this Agreement. Santa Paula Energy Storage shall have the same audit rights as would be afforded under Article 25 (Information Access and Audit Rights) of the GIP Appendix 5.2.

a. In the event that Santa Paula Energy Storage’s payments paid in accordance with Section 7 of this Agreement, including any additional payment amount paid pursuant to Section 8 of this Agreement, exceed the amount of SCE’s charges and expenses incurred or irrevocably committed to be incurred pursuant to this Agreement, SCE shall return the excess amount, without interest, to Santa Paula Energy Storage within thirty (30) Calendar Days after the date of such invoice provided in accordance with Section 10 of this Agreement, without offset for any amount that may be in dispute. In the event of any such dispute, the Parties shall promptly meet and attempt to resolve the dispute. In the event the Parties determine that Santa Paula Energy Storage did not owe SCE the full amount paid, then SCE shall refund to Santa Paula Energy Storage, without interest, the amount overpaid within thirty (30) Calendar Days of such determination.

b. In the event that Santa Paula Energy Storage’s payments paid in accordance with Section 7 of this Agreement, including any additional payment amount paid pursuant to Section 8 of this Agreement, are less than the amount of SCE’s charges and expenses incurred or irrevocably committed to be incurred pursuant to this Agreement, then Santa Paula Energy Storage shall pay the difference, without interest, within thirty (30) Calendar Days of the date of receipt of the invoice provided in accordance with Section 10 of this Agreement, without offset for any amount which may be in dispute. In the event of any such dispute, the Parties shall promptly meet and attempt to resolve the dispute. In the event the Parties determine that Santa Paula Energy Storage did not owe SCE the full amount paid, then SCE shall refund to Santa Paula Energy Storage, without interest, the amount overpaid within thirty (30) Calendar Days of such determination.

c. In the event that either Party terminates this Agreement in the absence of an effective GIA,

SCE shall use reasonable efforts to mitigate the costs, damages, and charges arising as a consequence of termination. To that end, SCE shall cancel, to the extent possible, any pending orders of, or return, any materials or equipment procured pursuant to this Agreement. To the extent that Santa Paula Energy Storage has already paid SCE for any or all cost of such materials, equipment or contracts cancelled or returned, SCE shall refund such amounts to Santa Paula Energy Storage, less any costs or penalties incurred by SCE to cancel pending orders of or return such materials and equipment.

(i) In the event that this Agreement is terminated and SCE has taken delivery of, or is irrevocably committed to taking delivery of, material and equipment procured pursuant to this Agreement, then unless Santa Paula Energy Storage has elected to take delivery of materials or equipment procured pursuant to this Agreement as described in Section 10.c.(ii) below, SCE shall, at SCE’s option, either: (1) retain such material and equipment in its inventory for future use by SCE, in which case SCE shall refund to Santa Paula Energy Storage the full cost of such material and equipment; or (2) salvage such material and equipment, in which case SCE shall refund to Santa Paula Energy Storage the salvage value of such material and equipment.

(ii) In the event that Santa Paula Energy Storage elects to terminate this Agreement but still take delivery of materials or equipment procured pursuant to this Agreement, Santa Paula Energy Storage shall assume all payment obligations with respect to delivery of such materials, equipment, and contracts, and SCE shall deliver such material and equipment and, if necessary, assign such contracts to Santa Paula Energy Storage as soon as reasonably practicable, at Santa Paula Energy Storage’s expense, and Santa Paula Energy Storage shall own all such materials or equipment.

11. Uncontrollable Force shall mean any act of God, labor disturbance, act of the public enemy, war, insurrection, riot, fire, storm or flood, explosion, breakage or accident to machinery or equipment, any order, regulation or restriction imposed by governmental, military or lawfully established civilian authorities, or any other cause beyond a Party’s control which the claiming Party is unable to overcome or avoid or cause to be avoided through the exercise of reasonable due diligence. An Uncontrollable Force event does not include acts of negligence or intentional wrongdoing by the Party claiming Uncontrollable Force. Economic hardship is not considered an Uncontrollable Force event.

12. The Parties intend that all payments made by Santa Paula Energy Storage to SCE pursuant to this Agreement shall be non-taxable in accordance with the Internal Revenue Code and any applicable state income tax laws, and shall not be taxable as contributions in aid of construction or otherwise under the Internal Revenue Code and any applicable state income tax laws. As a result, Santa Paula Energy Storage shall protect, indemnify and hold harmless SCE from the cost consequences of any tax liability imposed against SCE as the result of payments made by Santa Paula Energy Storage to SCE under this Agreement for the Facilities, as well as any interest and penalties pursuant to Article 5.17.3 of the GIP Appendix 5.2.

a. If the Internal Revenue Service makes a determination that payments made for the Facilities, as identified in Exhibit C, are taxable as contributions in aid of construction, then Santa Paula Energy Storage shall pay the tax liability imposed on SCE in the form of a nonrefundable (except as set forth in sections (c) and (d) of Article 5.17.8 of the GIP Appendix 5.2) cash payment. The tax liability will be calculated using the methodology described in Article 5.17.4 of the GIP Appendix 5.2 and, in accordance with IRS Notice 2016-36, will be due within thirty (30) Calendar Days of the date of receipt of the invoice.

b. Notwithstanding Section 12.a, Santa Paula Energy Storage shall provide to SCE either: (1) a cash deposit in an escrow account, or (2) a letter of credit, or (3) a parental guarantee, or (4) other forms of security reasonably acceptable to SCE in the amounts described in Exhibit B in the favor of SCE for the income tax liability associated with the payments paid to SCE pursuant to this Agreement (“Security Instrument”). If Santa Paula Energy Storage’s cost responsibility for the Facilities increases above the Project’s estimated cost responsibility in accordance with Section 8 of this Agreement, then Santa Paula Energy Storage shall increase the Security Instrument to reflect the estimated tax liability associated with such increased cost responsibility and additional payments.

The Security Instrument associated with the estimated tax liability for the Facilities shall remain in place for ten (10) years from the date on which the Facilities are placed in service. The Security Instrument shall remain in place unless superseded by another agreement or security instrument pursuant to Article 5.17.3 of the GIP Appendix 5.2. SCE shall have the right to draw on the Security Instrument associated with the estimated tax liability for the Facilities if the Internal Revenue Service makes a final determination that the activity taken pursuant to this Agreement is recognizable as a federal income taxable event. SCE may draw on the Security Instrument in the actual amount of any such resultant tax liability.

13. No Party shall be considered to be in Default with respect to any obligation hereunder, other than the obligation to pay money when due, if prevented from fulfilling such obligation by Uncontrollable Force. A Party unable to fulfill any obligation hereunder (other than an obligation to pay money when due) by reason of Uncontrollable Force shall give notice and the full particulars of such Uncontrollable Force to the other Party in writing or by telephone as soon as reasonably possible after the occurrence of the cause relied upon. Telephone notices given pursuant to this Section 13 shall be confirmed in writing as soon as reasonably possible and shall specifically state the full particulars of the Uncontrollable Force, the time and date when the Uncontrollable Force occurred, and when the Uncontrollable Force is reasonably expected to cease. The Party affected shall exercise due diligence to remove such disability with reasonable dispatch, but shall not be required to accede or agree to any provision not satisfactory to it in order to settle and terminate a strike or other labor disturbance.

14. Each Party shall at all times indemnify, defend, and hold the other Party harmless from any and all Losses arising out of or resulting from the other Party’s action or inactions with respect to its obligations under this Agreement on behalf of the indemnifying Party, except in cases of gross negligence or intentional wrongdoing by the indemnified Party.

15. In no event shall any Party be liable under any provision of this Agreement for any Losses, damages, costs or expenses for any special, indirect, incidental, consequential, or punitive damages, including but not limited to loss of profit or revenue, loss of the use of equipment, cost of capital, or cost of temporary equipment or services, whether based in whole or in part in contract or in tort, including negligence, strict liability, or any other theory of liability; provided, however, that damages for which a Party may be liable to another Party under another agreement will not be considered to be special, indirect, incidental, or consequential damages hereunder.

16. Each Party shall maintain insurance consistent with the requirements of Article 18.3 (Insurance) of the GIP Appendix 5.2.

17. By executing this Agreement, the Parties agree that they do not forgo any rights they may otherwise have under Article 5.1.3 of the GIP Appendix 5.2.

18. This Agreement constitutes the complete and final expression of the agreement between the Parties and is intended as a complete and exclusive statement of the terms of their agreement. This Agreement supersedes all prior and contemporaneous offers, promises, representations, negotiations, discussions, communications, and other agreements which may have been made in connection with the subject matter of this Agreement. Nothing in this Agreement is intended or shall be deemed to require SCE or Santa Paula Energy Storage to enter into any other agreement, including without limitation any agreement to interconnect the Project.

19. Any waiver at any time by either Party of its rights with respect to a Default under this Agreement, or with respect to any other matter arising from this Agreement, shall not be deemed a waiver with respect to any subsequent Default or other matter arising in connection therewith. Any delay, with the exception of the statutory period of limitation in assessing or enforcing any right, shall not be deemed a waiver of such right.

20. The covenants, obligations, and liabilities of the Parties are intended to be several and not joint or collective, and nothing contained in this Agreement shall ever be construed to create an association, joint venture, trust, or partnership, or to impose a trust or partnership covenant, obligation, or liability on or with regard to either Party. Each Party shall be individually responsible for its own covenants, obligations, and liabilities as provided in this Agreement. Neither Party shall be under the control of the other Party. Neither Party shall be the agent of or have a right or power to bind the other Party without such other Party’s express written consent.

21. The Parties do not intend to create rights in, or to grant remedies to, any third party as a

beneficiary either of this Agreement or of any duty, covenant, obligation, or undertaking established herein.

22. This Agreement shall be interpreted by and in accordance with the laws of the State of California, without regard to the principles of conflict of laws therefor, or the laws of the United States, as applicable, as if executed and to be performed wholly within the United States.

23. This Agreement shall be binding upon the Parties and their successors and assigns.

Either Party may assign this Agreement subject to the conditions set forth in Article 19 (Assignment) of the GIP Appendix 5.2.

24. SCE will file this Agreement for acceptance by FERC with a requested effective date of one day after such filing. Upon request by SCE, Santa Paula Energy Storage shall support acceptance of this Agreement as filed, including waiver of any necessary filing and notice requirements. Such support shall include a written statement of concurrence with such filing, if requested by SCE.

25. Ambiguities or uncertainties in the wording of this Agreement shall not be construed for or against any party, but shall be construed in the manner that most accurately reflects the Parties’ intent as of the date they executed this Agreement.

26. The provisions of Article 22 (Confidentiality) of GIP Appendix 5.2 are hereby incorporated herein, in their entirety, by reference, except that references to the GIA in such Article 22 shall be read as references to this Agreement.

27. This Agreement may be executed in one or more counterparts, each of which shall be deemed

an original and all of which together shall be deemed one and the same instrument.

28. Unless otherwise provided in this Agreement, any notice, demand or request required or permitted to be given by either Party to the other and any instrument required or permitted to be tendered or delivered by either Party in writing to the other shall be effective when delivered and may be so given, tendered or delivered by recognized national courier, or by depositing the same with the United States Postal Service with postage prepaid for delivery by certified or registered mail, addressed to the Party, or by personal delivery to the Party, at the address set out in Exhibit E, Addresses for Delivery of Notices and Billings. Either Party may change the notice information in this Agreement by giving five (5) Business Days written notice prior to the effective date of the change. Billings and payments shall be sent to the addresses set out in Exhibit E. Any notice or request required or permitted to be given by a Party to the other and not required by this Agreement to be given in writing may be so given by telephone or email to the telephone numbers and email addresses set out in Exhibit E.

29. Each Party shall assign a representative (“Representative”) for better coordination of communications between the Parties and notify the other Party in writing of the name and contact information for such Representative. The Representatives shall meet, in person or by telephone, on a monthly basis to monitor and coordinate the progress of work by the Parties in implementing this Agreement and resolve potential issues. At such meetings, each Party shall provide a forecast on completion of its activities, and SCE shall notify Santa Paula Energy Storage of any expected cost overruns compared to the cost estimates set forth in Exhibit B (and provide supporting documentation regarding the expected amount of such overruns) and of any anticipated delays compared to the milestones set forth in Exhibit D.

SOUTHERN CALIFORNIA EDISON COMPANY

By: ______________________

Name: Christy Fanous

Title: Managing Director, Compliance & Operational Support,

Transmission & Distribution

Date:

Santa Paula Energy Storage, LLC

By: ______________________

Name: Rishad Olpadwala

Title: VP, Development

ACCEPTED AND AGREED to on________________________

DocuSign Envelope ID: BB4D6D94-31B6-4980-B49F-DC2D62E5B9DA

2/14/2020

Exhibit A1

SANTA PAULA ENERGY STORAGE WORK

Santa Paula Energy Storage Interconnection Facilities Description

The Santa Paula Energy Storage Interconnection Facilities described in this Exhibit A1 reflect the scope of work to be conducted by Santa Paula Energy Storage (“Santa Paula Energy Storage Work”), and which is required for SCE to complete the SCE Work described in Exhibit A2.

1. Santa Paula Energy Storage’s Interconnection Facilities. Santa Paula Energy Storage shall: a. Install a substation with one (1) 66/34.5 kV delta-wye grounded main step-up

transformer with a 5.0 percent impedance on a 22 MVA base.

b. Install a new Generation Tie-Line1 consisting of a new 0.11 mile of 795 kcmil ACSR with normal (continuous) rating of 754 A and the emergency (four-hour) rating is 864 A, from the Generating Facility to a position designated by the Distribution Provider, outside of the Distribution Provider Wakefield Substation, where Interconnection Customer shall install a structure designed and engineered in accordance with the Distribution Provider’s specifications (“Last Structure”). The right-of-way for the Generation Tie-Line shall extend up to the edge of the Wakefield Substation property line.

c. Install single mode All-Dielectric Self-Supporting (ADSS) fiber optic cable on the

Generation Tie-Line to provide one of the two telecommunication paths required for the line protection scheme and the Remote Terminal Units (RTUs). A minimum of eight (8) strands within the fiber optic cable shall be provided for the Distribution Provider’s exclusive use into Wakefield Substation.

d. Install single mode ADSS fiber optic cable from the Generating Facility to a point

designated by the Distribution Provider near the Distribution Provider’s Wakefield Substation to provide the second telecommunication path required for the line protection scheme. A minimum of eight (8) strands within the single mode fiber optic cable shall be provided for the Distribution Provider’s exclusive use. The telecommunication path shall meet the Applicable Reliability Standards criteria for diversity.

e. Own, operate and maintain both telecommunication paths (including appurtenant

facilities and any fiber optic cables between the Point of Change of Ownership and the Generating Facility), with the exception of the terminal equipment at both Wakefield

1 The Generation Tie-Line described in Section 1.b. of this Exhibit A1 which is designated as the Wakefield – WDT1532 66 kV Transmission Line. This Generation Tie-Line name is subject to change by the Distribution Provider based upon its transmission line naming criteria.

Substation and at the Generating Facility, which will be installed, owned, operated and maintained by the Distribution Provider.

f. Allow the Distribution Provider to review the Interconnection Customer’s

telecommunication equipment design and perform inspections to ensure compatibility with the Distribution Provider’s terminal equipment and protection engineering requirements; allow the Distribution Provider to perform acceptance testing of the telecommunication equipment and the right to request and/or to perform correction of installation deficiencies.

g. Provide required data signals, make available adequate space, facilities, and associated

dedicated electrical circuits within a secure building having suitable environmental controls for the installation of the Distribution Provider’s RTU in accordance with the Distribution Provider’s Interconnection Handbook. In accordance with Article 5.12 of GIP Appendix 5.2, the Interconnection Customer acknowledges that the access required under such section will include Distribution Provider’s personnel ability to access twenty-four hours a day the space provided for the Distribution Provider’s RTU.

h. Make available adequate space, facilities, and associated dedicated electrical circuits

within a secure building having suitable environmental controls for the installation of the Distribution Provider’s telecommunications terminal equipment in accordance with the Distribution Provider’s Interconnection Handbook. In accordance with Article 5.12 of GIP Appendix 5.2, the Interconnection Customer acknowledges that the access required under such section will include Distribution Provider’s personnel ability to access twenty-four hours a day the space provided for the Distribution Provider’s telecommunications terminal equipment.

i. Extend the main and diverse fiber optic cables for the two telecommunication paths to

Interconnection Customer provided and installed patch panels located adjacent to the Distribution Provider’s telecommunications terminal equipment specified above.

j. Install all required ISO-approved compliant metering equipment at the Generating

Facility, in accordance with Section 10 of the ISO Tariff.

k. Pursuant to Article 7.3 of GIP Appendix 5.2, install a metering cabinet and metering equipment (typically, potential and current transformers) at the Generating Facility to meter the Generating Facility retail load, as specified by the Distribution Provider. In accordance with Article 5.12 of GIP Appendix 5.2, the Interconnection Customer acknowledges that the access required under such section will include Distribution Provider’s personnel’s ability to access twenty-four hours a day the metering cabinet provided for the Distribution Provider’s metering equipment.

l. Pursuant to Article 7.1 of GIP Appendix 5.2, install a metering cabinet and metering

equipment (typically, potential and current transformers) at the Generating Facility to meter the Generating Facility charging demand, as specified by the Distribution Provider. In accordance with Article 5.12 of GIP Appendix 5.2, the Interconnection Customer acknowledges that the access required under such section will include

Distribution Provider’s personnel’s ability to access twenty-four hours a day the metering cabinet provided for the Distribution Provider’s metering equipment.

m. Pursuant to Article 7.3 of GIP Appendix 5.2, allow the Distribution Provider to install,

in the metering cabinet provided by the Interconnection Customer, meters required to meter the retail load at the Generating Facility.

n. Pursuant to Article 7.1 of GIP Appendix 5.2, allow the Distribution Provider to install,

in the metering cabinet provided by the Interconnection Customer, meters required to meter the charging demand at the Generating Facility. The Phase II Interconnection Study assumed one (1) meter.

o. Install relay protection to be specified by the Distribution Provider to protect the

Generation Tie-Line as follows:

i. Two (2) line current differential relays. The make and type of the current differential relays will be specified by the Distribution Provider during detailed engineering of the Distribution Provider’s Interconnection Facilities.

p. Install all equipment necessary to comply with the power factor requirements of Article 9.6.1.2 of GIP Appendix 5.2, including the ability to regulate the power factor to maintain a voltage schedule (VAR schedule) in accordance with Article 9.6.2 of GIP Appendix 5.2. The power factor requirements specified in Article 9.6.1.2 shall be as measured at the high-side of the Interconnection Customer’s 66/34.5 kV transformer.

q. Install disconnect facilities in accordance with the Distribution Provider’s

Interconnection Handbook to comply with the Distribution Provider’s switching and tagging procedures.

r. Acquire the necessary rights-of-way for the Interconnection Customer’s Interconnection Facilities.

s. Perform the necessary environmental studies and obtain permits for the Interconnection

Customer’s Interconnection Facilities and perform the environmental activities related to the Distribution Provider’s Interconnection Facilities as described in Section 1 in Exhibit A2 and the Distribution Provider’s Distribution Upgrades as described in Section 3 in Exhibit A2, as applicable and needed to interconnect the Generating Facility.

EXHIBIT A2

SCE WORK

SCE’s Interconnection Facilities, Distribution Upgrades, and Network Upgrades (“SCE’s Facilities”) described in this Exhibit A2 reflect the full scope of work to be conducted by SCE (“SCE Work”). SCE will not construct or install SCE’s Facilities pursuant to the Agreement. Construction and installation of SCE’s Facilities will be subject to the terms and conditions of the impending GIA, which, upon execution, will supersede the Agreement. 1. SCE’s Interconnection Facilities. SCE shall:

a. Substation. Wakefield Substation

i. Install facilities for a new 66 kV switchrack position to terminate the Generation Tie-Line. This work includes the following:

1. One (1) 66 kV dead-end switchyard structure. 2. Three (3) 66 kV voltage transformers with steel pedestal support

structures. 3. Three (3) 66 kV line drops. 4. One (1) 66 kV circuit breaker. 5. Three (3) sets of 66 kV disconnect switches.

ii. Install the following relays to protect the Generation Tie-Line:

1. Two (2) line current differential relays. The make and type of current differential relays will be specified by the Distribution Provider during detailed engineering of the Distribution Provider’s interconnection facilities.

b. Generation Tie-Line

Install an appropriate number of 66 kV transmission structures including insulator/hardware assemblies, and appropriate number of spans of conductor between the Last Structure and the dead-end substation structure at Wakefield Substation. The actual number and location of the transmission tower structures and spans of conductor will be determined by the Distribution Provider following completion of detailed engineering of the Distribution Provider’s Interconnection Facilities. The Phase I Interconnection Study assumed two (2) structures with three (3) spans of conductor.

c. Telecommunications. i. Install all required lightwave, channel banks, and associated equipment

(including terminal equipment), supporting protection and the RTU requirements at the Generating Facility and Wakefield Substation for the interconnection of the Generating Facility. Notwithstanding that certain

telecommunication equipment, including the telecommunications terminal equipment, will be located on the Interconnection Customer’s side of the Point of Change of Ownership, the Distribution Provider shall own, operate and maintain such telecommunication equipment as part of the Distribution Provider’s Interconnection Facilities.

ii. Install appropriate length of fiber optic cable, including conduit and vaults, from the point designated by the Distribution Provider to extend the Interconnection Customer’s main fiber optic cable into the communication room at Wakefield Substation. The actual location and length of fiber optic cable and conduit, and location and number of vaults, will be determined during detailed engineering of the Distribution Provider’s Interconnection Facilities. The Phase II Interconnection Study assumed the installation of approximately 120 feet of underground fiber optic cable and associated conduit, and one (1) vault to extend the fiber optic cable into the communication room at Wakefield Substation.

iii. Install appropriate length of fiber optic cable, including conduit and

vaults, to extend the Interconnection Customer’s diverse fiber optic cable from the point designated by the Distribution Provider into the communication room at Wakefield Substation. The actual location and length of fiber optic cable and conduit, and location and number of vaults, will be determined during detailed engineering of the Distribution Provider’s Interconnection Facilities. The Phase II Interconnection Study assumed the installation of approximately 400 feet of underground fiber optic cable and associated conduit, and one (1) vault to extend the Interconnection Customer’s diverse telecommunications into the communication room at Wakefield Substation.

d. Metering. i. Pursuant to Article 7.3 of GIP Appendix 5.2, install meters required to

meter the retail load at the Generating Facility. Notwithstanding that the meters will be located on the Interconnection Customer’s side of the Point of Change of Ownership, the Distribution Provider shall own, operate and maintain such facilities as part of the Distribution Provider’s Interconnection Facilities.

ii. Pursuant to Article 7.1 of GIP Appendix 5.2, install meters required to meter the charging demand at the Generating Facility. Notwithstanding that the meters will be located on the Interconnection Customer’s side of the Point of Change of Ownership, the Distribution Provider shall own, operate and maintain such facilities as part of the Distribution Provider’s Interconnection Facilities.

e. Power System Controls. i. Install one (1) RTU at the Generating Facility to monitor typical

generation elements such as MW, MVAR, terminal voltage and circuit breaker status for the Generating Facility and plant auxiliary load, and transmit the information received thereby to the Distribution Provider’s Grid Control Center. Notwithstanding that the RTU will be located on the Interconnection Customer’s side of the Point of Change of Ownership, the Distribution Provider shall own, operate and maintain the RTU as part of the Distribution Provider’s Interconnection Facilities.

ii. Add points to existing RTU at Wakefield Substation to include points for new protection relay/status/alarm/control.

f. Real Properties.

Obtain easements and/or acquire land for the installation of the Distribution Provider’s Interconnection Facilities.

g. Environmental Activities, Permits, and Licensing.

Perform and/or coordinate the required environmental activities and obtain required licensing and permits for the installation of the Distribution Provider’s Interconnection Facilities, including any associated telecommunication equipment, if applicable. Refer to Phase II Interconnection Study Appendix A, section D.4 for assumptions related to environmental activities, permits, and licensing. Where the assumptions presume that the Interconnection Customer performs part of the environmental activities on the Distribution Provider’s behalf, the Interconnection Customer will be required to:

i. Provide the Distribution Provider the Environmental Services Costs Declaration Form2 of the actual costs incurred for work performed.

ii. Remedy any and all deficiencies under the Distribution Provider’s

direction, should the environmental studies and resulting reports not meet industry standards utilized in the State of California and/or by the Distribution Provider in accordance with applicable Laws and Regulations, as determined by the Distribution Provider. Otherwise, the Distribution Provider will perform the work required to cure any and all deficiencies at the sole expense of the Interconnection Customer pursuant to this Agreement, and associated costs will be reflected during the true-up amendment.

2. Network Upgrades:

2 Refer to the Phase II Interconnection Study Appendix A, Section D.6 for additional information on the Affidavit requirement.

a. Stand Alone Network Upgrades

None identified as part of the final Phase I Interconnection Study.

b. Other Network Upgrades:

i. Reliability Network Upgrades.

None identified in the final Phase II Interconnection Study.

ii. Delivery Network Upgrades.

1. Area Delivery Network Upgrades. Because the Project elected to proceed under Option A, no Area Delivery Network Upgrades were identified for the Project in the Phase II Interconnection Study.

2. Local Delivery Network Upgrades.

None identified in the final Phase II Interconnection Study.

3. Distribution Upgrades: The Distribution Provider shall:

a. Wakefield Substation.

i. HMI/PLC upgrade ii. Perform ground grid study

b. Distributed Energy Resource Management System (DERMS).

i. Add Project to DERMS

1. Power System Controls:

Perform DERMS programming and testing to support charging demand management.

2. Add monitoring points at Wakefield Substation.

4. One-Line Diagram:

A one-line diagram of interconnection of the Project to the Wakefield 66 kV Substation.

EXHIBIT B

ESTIMATED COST SUMMARY

Estimated cost for SCE to commence engineering, design, preparation of specifications, and procurement of material and equipment of SCE’s Interconnection Facilities, Distribution Upgrades, and Network Upgrades (together, “SCE’s Facilities”):

Element- Interconnection Facilities Cost

Distribution Upgrades

Cost One-Time

Cost Total ITCC*

Sub-Transmission $644,100.00 $0.00 $0.00 $644,100.00 Substation $2,076,500.00 $0.00 $0.00 $2,076,500.00 IT Telecommunications $835,200.00 $0.00 $0.00 $835,200.00 Transmission Telecom $107,700.00 $0.00 $0.00 $107,700.00 Metering Services $98,300.00 $0.00 $0.00 $98,300.00 Power System Controls $81,300.00 $0.00 $29,100.00 $110,400.00 Real Properties $228,500.00 $0.00 $0.00 $228,500.00 Environmental Services $32,200.00 $0.00 $0.00 $32,200.00 As-build Validation $0.00 $0.00 $8,600.00 $8,600.00 Substation $0.00 $361,300.00 48,300.00 $409,600.00 DERMS – In-service testing and programming. SAS point additions and other activities

$0.00 $0.00

$100,400.00 $100,400.00

Total $4,103,800.00 $361,300.00 $186,400.00 $4,651,500.00 $1,071,624.00 *Note: ITCC/Estimated Tax Liability will be provided pursuant to Sections 6 and 12.

EXHIBIT C

SCHEDULE OF PAYMENTS

Payment Due Date

Interconnection Facilities Cost (A)

Distribution Upgrades Cost (B)

One-Time Cost (C)

Total Payment Due (D=A+B+C)

ITCC* (E)

ITCC Estimate** (F)

3/1/2020

$100,000.00

$0.00

$0.00

$100,000.00

Applicable ITCC rate x Total payments to be received

$24,000.00

6/1/2020

$100,000.00

$0.00

$0.00

$100,000.00


$24,000.00

10/1/2020

$100,000.00

$0.00

$0.00

$100,000.00


$24,000.00

1/1/2021

$200,000.00

$0.00

$0.00

$200,000.00


$48,000.00

3/1/2021

$500,000.00

$0.00

$0.00

$500,000.00


$120,000.00

5/1/2021

$500,000.00

$0.00

$0.00

$500,000.00


$120,000.00

7/1/2021

$500,000.00

$0.00

$0.00

$500,000.00


$120,000.00

9/1/2021

$500,000.00

$0.00

$0.00

$500,000.00


$120,000.00

11/1/2021

$500,000.00

$0.00

$0.00

$500,000.00


$120,000.00

1/1/2022

$500,000.00

$0.00

$0.00

$500,000.00


$120,000.00

3/1/2022

$500,000.00

$0.00

$0.00

$500,000.00


$120,000.00

5/1/2022

$103,800.00

$361,300.00

$0.00

$473,000.00


$111,624.00

7/1/2022

$0.00

$0.00

$186,400.00

$186,400.00


$0.00

Total

$4,103,800.00 $361,300.00 $186,400.00 $4,651,500.00


$1,071,624.00

All amounts shown above are in nominal dollars. * The estimated tax liability is based on the applicable ITCC rate in Attachment J to the Wholesale Distribution Tariff and is available at the following link: https://www.sce.com/openaccess ** The estimated tax liability shown in column F is for informational basis only. The actual amount may be different and is based on the current estimated tax rate as of December 1, 2019. Such estimated tax liability is subject to change pursuant to Attachment J to the Wholesale Distribution Tariff.

https://www.sce.com/openaccess

EXHIBIT D

MILESTONES

Item Milestone Responsible Party Due Date

(a) Submittal of written authorization to proceed with design and engineering. Submittal of Security Instrument for the estimated tax liability to SCE. Santa Paula Energy

Storage

Within fifteen (15) Calendar Days after the Effective Date of the Agreement and payment in accordance with the schedule in Exhibit C of this Agreement

(b)

Submittal of initial specifications for Santa Paula Energy Storage’s Interconnection Facilities and Generating Facility, including System Protection Facilities, to SCE, pursuant to Article 5.10.1 of the GIP Tariff Appendix 5.2 Santa Paula Energy

Storage

Within sixty (60) Calendar Days after the Effective Date

(c)

Submit preliminary documents resulting from environmental studies and draft permit application(s) intended for SCE’s use

Santa Paula Energy Storage

Within sixty (60) Calendar Days after the Effective Date

(d) Provide the following information (“Required Information”) in support of SCE’s engineering and design of SCE’s Facilities: 1) a completed Santa Paula Energy Storage Information Sheet, 2) a unique address for the project, 3) public right-of-way (street) base maps as required by the interconnection, 4) street improvement plans, 5) site plot plan on a 30:1 scale or digital file, 6) grading plans, 7) sewer and storm plot plans, 8) landscape,


Within thirty (30) calendar days after the Effective Date of the Agreement and initial payment in accordance with Exhibit C of this Agreement

Item Milestone Responsible Party Due Date sprinkler and pedestal locations, 9) proposed location for the RTU, if applicable, 10) easements/lease agreements, and 11) panel drawings

(e) Submittal of written authorization to proceed with procurement. Santa Paula Energy

Storage

Within fifteen (15) Calendar Days after the second payment in accordance with the schedule in Exhibit C of this Agreement

(f) Completion of SCE’s design and engineering of SCE’s Facilities, as applicable, and the Civil work

SCE

Within twelve (12) months of SCE’s receipt of the Required Information in Milestones (a), (b) (c), (d), and receipt of security and payments pursuant to Exhibit C*

(g) Provide to Santa Paula Energy Storage: 1) an updated scope of work and design for SCE’s Facilities, as applicable, and the Civil Construction; 2) an updated cost estimate and schedule related to SCE’s Facilities, as applicable, if there are any material changes resulting from completion of SCE’s detailed design of SCE’s Facilities, and 3) comment on Santa Paula Energy Storage’s proposed location for the RTU, if applicable SCE

Within five (5) Calendar Days following completion of SCE’s design and engineering of SCE’s Facilities, as applicable, and Civil work

(h)

Review of and comment on Santa Paula Energy Storage’s initial specifications, pursuant to Article 5.10.1 of the GIP Tariff Appendix 5.2 SCE

Within thirty (30) Calendar Days after Santa Paula Energy Storage’s submission of initial specifications

Item Milestone Responsible Party Due Date

(i)

Submittal of initial information including SCE’s Transmission System information necessary to allow Santa Paula Energy Storage to select equipment in accordance with Article 24.2 of the GIP Tariff Appendix 5.2 SCE

Within ninety (90) Calendar Days after the Effective Date of the Agreement

(j)

Submittal of final specifications for Santa Paula Energy Storage’s Interconnection Facilities and Generating Facility, including System Protection Facilities, to SCE, as specified in Article 5.10.1 of the GIP Tariff Appendix 5.2


No less than six (6) months prior to SCE’s construction start

(k) Review of and comment on Santa Paula Energy Storage’s final specifications.

SCE

Within thirty (30) Calendar Days after timely submission of final specifications in Milestone (j)

(l) Submit final environmental documents and permit application(s) intended for SCE’s use to secure the necessary permit(s) for SCE’s Interconnection Facilities, Distribution Upgrades and Network Upgrades


No less than six (6) months prior to SCE’s construction start

(m)

Written notification to Santa Paula Energy Storage that design and engineering of SCE’s Interconnection Facilities, Distribution Upgrades and Network Upgrades are complete

SCE

Within five (5) business days following the completion of Milestone Item (f)

* Note: SCE shall use reasonable efforts to complete SCE's Facilities by the dates set forth above. In the event SCE reasonably expects that it will not be able to complete SCE’s Facilities by the specified dates, SCE shall promptly provide written notice to Santa Paula Energy Storage and shall undertake reasonable efforts to meet the earliest dates thereafter.

EXHIBIT E Addresses for Delivery of Notices and Billings Notices:

SCE Santa Paula Energy Storage Southern California Edison Company Attn: Manager, Grid Contract Management P. O. Box 800 Rosemead, CA 91770

esVolta, LP Attn: Rishad Olpadwala – VP, Development 65 Enterprise, 3rd Floor Aliso Viejo, CA 92656 [email protected]

Billings and Payments:

SCE Santa Paula Energy Storage Southern California Edison Company Attn: Accounts Receivable (GCM) P. O. Box 800 Rosemead, CA 91771-0001

esVolta, LP Attn: Rishad Olpadwala – VP, Development 65 Enterprise, 3rd Floor Aliso Viejo, CA 92656 [email protected]

Alternative Forms of Delivery of Notices (telephone, facsimile or email):

SCE Santa Paula Energy Storage Southern California Edison Company Attn: Manager, Grid Contract Management Phone: (626) 302-9640 E-mail: [email protected]

esVolta, LP Attn: Rishad Olpadwala – VP, Development Phone: (323) 314-8422 E-mail: [email protected]


