Regulation Director FERC Rates & Regulation. March 16, 2012

Transcription

1 Regulation Director FERC Rates & Regulation March 16, 2012 Ms. Kimberly D. Bose, Secretary Federal Energy Regulatory Commission 888 First Street, N.E. Washington, DC Dear Ms. Bose: Pursuant to Section of the Federal Energy Regulatory Commission s ( Commission or FERC ) regulations under the Federal Power Act (18 C.F.R ), Southern California Edison Company ( SCE ) tenders for filing the amended Engineering, Design, Procurement and Construction Letter Agreement ( Amended Agreement ) between SCE and Rising Tree Wind Farm, LLC ( Rising Tree or Interconnection Customer ), Service Agreement No. 90, under SCE s Transmission Owner Tariff ( TO Tariff ). The documents submitted with this filing consist of this letter of transmittal and all attachments hereto, and the Amended Agreement, in both clean and redline formats. Background On October 8, 2010, Horizon Wind Energy LLC ( Horizon Wind ) and SCE entered into an engineering, design and procurement letter agreement ( Letter Agreement ) for the Homestead Wind Farm Project, designated as Service Agreement No. 90 under SCE s TO Tariff. Pursuant to a FERC letter order issued December 2, 2010, the Letter Agreement was accepted for filing in Docket No. ER with an effective date of October 15, The Letter Agreement provides the terms and conditions for SCE to engineer, design, and procure material and equipment for the P.O. Box Walnut Grove Ave. Rosemead, CA 91770

2 Ms. Kimberly D. Bose, Secretary Federal Energy Regulatory Commission Page 2 March 16, 2012 Participating TO s Interconnection Facilities and certain Network Upgrades identified in the Letter Agreement, and for Horizon Wind to pay for such work. 1 Horizon Wind subsequently changed its name to EDP Renewables North America LLC ( EDPR NA ). EDPR NA transferred ownership of the Homestead Wind Farm Project to its wholly-owned subsidiary, Rising Tree. Rising Tree subsequently changed the name of the project to the Rising Tree Wind Farm Project ( Project ). On August 3, 2011, Rising Tree provided written notification to SCE that the targeted In-Service Date of the Project was changed from September 15, 2012 to July 31, In order to stay on schedule to meet Rising Tree s targeted In-Service Date, the construction work on the Participating TO s Interconnection Facilities and Participating TO s Reliability Network Upgrades needs to commence in March Rising Tree and SCE have agreed to amend the Letter Agreement in order for SCE to commence the necessary work beyond that already specified in such agreement. A copy of the letter memorializing the parties concurrence to amend the Letter Agreement is provided as Attachment A to this filing letter. Amended Agreement The Amended Agreement reflects: (a) the customer and project name changes, (b) an expansion of the scope of work to include construction, (c) increased charges and security postings to cover the expanded scope of work, and (d) a requirement for Rising Tree to provide proof of insurance. 1 All capitalized terms not otherwise defined herein shall have the meaning ascribed to such term in the California Independent System Operator Corporation Tariff.

3 Ms. Kimberly D. Bose, Secretary Federal Energy Regulatory Commission Page 3 March 16, 2012 As a result of the expanded scope of work, Rising Tree will be required to pay an additional $4,581,000 under the Revised Agreement, for a total deposit of $9,381,000. Rising Tree is also required to increase the amount of security for the estimated tax liability from $1,015,000 to $2,352,000. Since Construction Activities will commence, Rising Tree is also required to provide Interconnection Financial Security for the third posting in the amount of $5,061,000 in accordance with the Generator Interconnection Procedures in the CAISO Tariff. Waiver SCE respectively requests, pursuant to Section (18 C.F.R ) 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 Amended Agreement for filing and assign an effective date of March 17, 2012, which is one day after the date of this filing. Such waiver would be consistent with the Commission s Order dated March 18, 2002 in Docket No. ER (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 this instant filing, was filed within 30 days of the proposed effective date. Acceptance of the Amended Agreement would enable SCE to commence construction of the Participating TO s Interconnection Facilities and the Participating TO s Reliability Network Upgrades in order to meet Rising Tree s proposed In-Service 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.

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5 FEDERAL ENERGY REGULATORY COMMISSION Mailing List NAME Public Utilities Commission Frank Lindh, General Counsel Harvey Y. Morris, General Counsel State of California Legal Division ADDRESS State Building 505 Van Ness Avenue San Francisco, California Rising Tree Wind Farm, LLC c/o EDP Renewables North America LLC Leslie Freiman, Regulatory Compliance Officer 808 Travis, Suite 700 Houston, TX 77002

6 ATTACHMENT A CONCURRENCE LETTER

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12 Southern California Edison Company Tariff Title: Transmission Owner Tariff Tariff Record Title: Service Agreement No. 90 Title Page FERC FPA Electric Tariff ENGINEERING, DESIGN, PROCUREMENT AND CONSTRUCTION LETTER AGREEMENT BETWEEN RISING TREE WIND FARM LLC AND SOUTHERN CALIFORNIA EDISON COMPANY RISING TREE WIND FARM PROJECT Contract Effective Date: 10/15/2010 Tariff Record Proposed Effective Date: 3/17/ Version Number: TOT219 Option Code: A

13 Page 1 October 6, 2010 Mr. Andrew Young Executive Vice President, Western Region Rising Tree Wind Farm LLC 332 South Michigan Avenue, Suite 200 Chicago, IL Re: Engineering, Design, Procurement and Construction Letter Agreement for the Rising Tree Wind Farm Project Dear Mr. Young: EDP Renewables North America LLC ( EDPR NA ), formerly known as Horizon Wind Energy LLC, submitted an Interconnection Request to the California Independent System Operator Corporation ( CAISO ) proposing to construct a wind generation facility with a net output of 199 MW to be located in Mojave, California (the Homestead Wind Farm Project ); interconnect the Homestead Wind Farm Project to Southern California Edison Company s ( SCE ) new Windhub Substation via a customer-owned generation tie-line; and transmit Energy and/or Ancillary Services to the CAISO Controlled Grid. A Phase II Interconnection Study report containing the scope of work, estimated cost and estimated completion schedule for the Participating TO s Interconnection Facilities and Network Upgrades was completed for the Homestead Wind Farm Project, and tendered to EDPR NA by the CAISO on July 12, An addendum to the Phase II Interconnection Study report which includes additional scope, a revised estimated cost, and a revised construction schedule was tendered to EDPR NA by the CAISO on September 24, In the August 10, 2010 results meeting for the Phase II Interconnection Study, EDPR NA stated that it would permit, construct and own the single-mode fiber optic cable from the Homestead Wind Farm Project to SCE s Windhub 220 kv Substation. Such fiber optic cable would be a diverse telecomunnication path from the optical ground wire ( OPGW ) that EDPR NA would construct and own in its 220 kv transmission line from the Homestead Wind Farm Project to the Windhub 220 kv Substation. A second addendum to the Phase II Interconnection Study report which incorporates this scope change and additional scope changes at Windhub Substation to accommodate the Homestead Wind Farm Project and the associated cost estimate was tendered by the CAISO on February 23, On May 18, 2011, the CAISO provided notification to SCE that the ownership of the Homestead Wind Farm Project was changed by the Interconnection Customer to Rising Tree Wind Farm LLC ( Rising Tree ), a wholly-owned subsidiary of EDPR NA. On July 27, 2011, Rising Tree provided written notification to the CAISO that the project name was changed to the Rising Tree Wind Farm Project.

14 Page 2 All capitalized terms used herein, and not otherwise defined, shall have the meaning ascribed to that term in the CAISO Tariff. Rising Tree and SCE are hereinafter sometimes referred to individually as Party and collectively as Parties. SCE and Rising Tree intend to execute a Large Generator Interconnection Agreement ( LGIA ) that would include the terms for SCE to engineer, design, construct, own, operate and maintain, and for Rising Tree to pay for, the Participating TO s Interconnection Facilities and its allocated share of the Participating TO s Reliability Network Upgrades. Rising Tree s targeted In-Service Date of the Rising Tree Wind Farm Project is July 31, In the interest of timely completion of the Participating TO s Interconnection Facilities and the Participating TO s Reliability Network Upgrades required to interconnect the Rising Tree Wind Farm Project, the Parties desire that SCE perform the engineering and design of, procurement of material and equipment for, and construction of such facilities as specified in Exhibit A hereto as soon as possible. The purpose of this letter agreement ("Agreement") is to agree upon an interim arrangement pursuant to which SCE will perform the engineering and design of, procurement of material and equipment for, and construction of the Participating TO s Interconnection Facilities and Participating TO s Reliability Network Upgrades specified in Exhibit A hereto, as follows: 1. SCE will perform the engineering and design of, procurement of material and equipment for, and construction of the Participating TO s Interconnection Facilities and Participating TO s Reliability Network Upgrades specified in Exhibit A hereto. 2. Rising Tree shall pay all of SCE s actual charges and expenses for the engineering and design of, procurement of material and equipment for, and construction of the Participating TO s Interconnection Facilities and Participating TO s Reliability Network Upgrades. The charges and expenses incurred pursuant to this Agreement shall include, without limitation, SCE s costs of SCE employees and contractors including related overheads. Such charges and expenses are estimated to be $6,720,000 for the Participating TO s Interconnection Facilities and $2,661,000 for the Participating TO s Reliability Network Upgrades under the Agreement, as identified in Exhibit A hereto, for a total estimated amount of $9,381,000. SCE estimates the income tax liability associated with the Participating TO s Interconnection Facilities to be $2,352,000, as shown in Exhibit A. 3. Pursuant to Section of the Generator Interconnection Procedures, the third posting of the Interconnection Financial Security associated with the Participating TO s Interconnection Facilities and the Participating TO s Reliability Network Upgrades identified in the Phase II Interconnection Study for the Rising Tree Wind Farm Project, is due on or before the start of Construction Activities. The Construction Activities for the Rising Tree Wind Farm Project are expected to commence in March 2012 in order to accommodate the project s In-Service Date. The total amount of the third posting due to SCE for the Participating TO s Interconnection Facilities and the Participating TO s

15 Page 3 Reliability Network Upgrades under this Agreement is $5,061,000, as shown in Exhibit B hereto. 4. Rising Tree shall pay to SCE the deposits and provide the letters of credit or parent guarantees acceptable to SCE ( Security Instruments ) pursuant to the schedule listed in Exhibit B hereto to perform its obligations under the terms of this Agreement. SCE shall notify Rising Tree in writing within a reasonable time if SCE learns that charges and expenses are likely to exceed the total estimated amount of $9,381,000, which notification shall provide updated cost estimates in the format of Exhibit A. In such notification, SCE shall specify any additional deposit amount required to be paid by Rising Tree, and the amount by which the Security Instruments shall be increased, for SCE to continue work under the terms of this Agreement. Rising Tree shall pay such additional deposit amount and provide SCE the additional Security Instruments within thirty (30) calendar days of receipt of such notification. If Rising Tree does not pay any of the deposit amounts or provide the Security Instruments in the required amount by the due dates specified in this Agreement, SCE shall tender a cure notice to Rising Tree of such non-payment or failure to provide the Security Instruments and a final deadline for making such payment or providing such Security Instruments, which shall be fifteen (15) Business Days from the receipt of the notice. Subject to the foregoing sentence, if Rising Tree does not pay the amounts and provide the Security Instruments by the due dates specified in this Agreement, SCE may stop work and this Agreement shall terminate immediately upon written notice by SCE, subject to acceptance or approval by FERC. 5. SCE and Rising Tree are entering into this Agreement in order to expedite the engineering and design of, procurement of materials and equipment for, and construction of the Participating TO s Interconnection Facilities and Participating TO s Reliability Network Upgrades. SCE shall use commercially reasonable efforts to complete the engineering and design of, procurement of materials and equipment for, and construction of the Participating TO s Interconnection Facilities and Participating TO s Reliability Network Upgrades in accordance with Good Utility Practice by July 31, 2013, provided that Rising Tree does the following: (i) meets all of the due dates specified in this Agreement, and (ii) provides the project information requested in the monthly customer meetings for the Rising Tree Wind Farm Project by the dates required by SCE; however, SCE does not warrant that such work will be completed within such time. Rising Tree understands and acknowledges that such date is only an estimate and that various events could delay the actual completion of the engineering and design of, procurement of materials and equipment for, and construction of the Participating TO s Interconnection Facilities and Participating TO s Reliability Network Upgrades. SCE shall not be liable for any cost or damage incurred by Rising Tree because of any delay in the work provided for in this Agreement. 6. SCE and Rising Tree intend to enter into an LGIA that will state the terms for payment of SCE's costs incurred for performing the work included in this Agreement. Such LGIA would supersede this Agreement upon its effective date. Rising Tree s deposits and the Security Instruments under the terms of this Agreement, including any additional deposits and increases to the Security Instruments pursuant to Section 4 of this Agreement, would

16 Page 4 be credited to the amount due under the terms of the LGIA. 7. Subject to Section 8 below, 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 LGIA, which supersedes this Agreement, as defined in that LGIA; (iii) written notice from Rising Tree to SCE at any time; or (iv) written notice by SCE and acceptance by FERC pursuant to Section 4 of this Agreement. Rising Tree shall have the right to terminate this Agreement by written notice at its sole discretion; in such event termination will become effective two (2) business days after receipt by SCE of the termination notice. 8. Rising Tree s obligations to pay charges and expenses incurred or irrevocably committed to be incurred pursuant to this Agreement as of the termination date of this Agreement will survive termination of this Agreement, except insofar as payment of such charges and expenses is provided for in an LGIA that is accepted for filing by the FERC and becomes effective. In the event of termination of this Agreement in the absence of such effective LGIA, SCE shall submit an invoice to Rising Tree of all such charges and expenses as soon as reasonably practicable but within twelve (12) months from the date of termination of this Agreement. Rising Tree shall have the same audit rights as would be afforded under Section 25 of the Standard Large Generator Interconnection Agreement. a. In the event that Rising Tree s deposits in accordance with Section 4 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 to Rising Tree, without interest, within thirty (30) calendar days after the date of the invoice provided in accordance with this Section 8 hereof, 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 Rising Tree did not owe SCE the full amount paid, then SCE shall refund to Rising Tree, without interest, the amount overpaid by Rising Tree within thirty (30) calendar days of such determination. b. In the event that Rising Tree s deposits in accordance with Section 4 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 Rising Tree shall pay the difference, without interest, as reflected in the invoice, within thirty (30) calendar days of receipt of the invoice provided in accordance with this Section 8 hereof, 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 Rising Tree did not owe SCE the full amount paid, then SCE shall refund to Rising Tree, without interest, the amount overpaid by Rising Tree within thirty (30) calendar days of such determination. c. If SCE has purchased any materials or equipment, or entered into any contracts for services, under this Agreement prior to termination, then upon termination SCE shall, to

17 Page 5 the extent possible and with Rising Tree's authorization, cancel any pending orders of, or return, such materials or equipment, or cancel or terminate such contracts. In the event Rising Tree elects not to authorize cancellation of the materials or equipment, Rising Tree shall assume all remaining payment obligations with respect to such material and equipment, SCE shall deliver such material and equipment to Rising Tree as soon as practicable at Rising Tree s expense, and Rising Tree shall own all such materials or equipment. To the extent that Rising Tree has already paid SCE for any or all costs of such materials or equipment not taken by Rising Tree, SCE shall refund such amounts to Rising Tree, less any costs or penalties incurred by SCE to cancel pending orders, or return, of such materials and equipment. SCE may, at its option, retain any portion of such materials and equipment that Rising Tree chooses not to accept delivery of, in which case SCE shall be responsible for all costs associated with procuring such materials or equipment. SCE shall credit or refund to Rising Tree with the invoice specified in Section 8 herein any and all amounts paid by Rising Tree hereunder for such materials or equipment, and SCE shall own all such materials or equipment. d. In the event that Rising Tree and SCE enter into an LGIA subsequent to the termination of this Agreement, then any applicable work product generated by SCE and any associated payments made by Rising Tree pursuant to this Agreement not already credited or refunded on the invoice specified in Section 8 herein shall be reflected in the scope of, and the amount due under, such LGIA. 9. For the purposes of this Agreement, Force Majeure 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. A Force Majeure event does not include acts of negligence or intentional wrongdoing by the Party claiming Force Majeure. Economic hardship is not considered a Force Majeure event. 10. The Parties intend that all deposits and payments made by Rising Tree to SCE under 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. The Security Instrument associated with the estimated tax liability shall remain in place for ten (10) years unless superseded by another agreement or security instrument pursuant to Section of the Standard Large Generator Interconnection Agreement. SCE shall have the right to draw on the Security Instrument associated with the estimated tax liability if the Internal Revenue Service makes a final determination that activity taken pursuant to this Agreement is a federal income taxable event. SCE may draw on the Security Instrument in the actual amount of the tax liability. SCE shall also have the right to draw on the Security Instrument for any amounts due to SCE during the term of this Agreement pursuant to Section 8(b) in the event that Rising Tree s deposits are less than the amount of SCE s expenses incurred and (a) Rising Tree s dissolution or termination of existence; or (b) if any of the following actions or proceedings occur:

18 Page 6 Rising Tree s insolvency, becoming the subject of a petition in bankruptcy, either voluntary or involuntary, or in any other proceeding under federal bankruptcy laws; making an assignment for benefit of creditors, excluding any assignment for financing purposes; or being named in a suit for the appointment of a receiver. 11. 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 Force Majeure. For the purposes of this Agreement, Default shall mean the failure of a breaching Party to cure its breach. A Party unable to fulfill any obligation hereunder (other than an obligation to pay money when due) by reason of Force Majeure shall give notice and the full particulars of such Force Majeure 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 shall be confirmed in writing as soon as reasonably possible and shall specifically state full particulars of the Force Majeure, the time and date when the Force Majeure occurred and when the Force Majeure 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. 12. 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 of its obligations under this Agreement on behalf of the indemnifying Party, except in cases of gross negligence or intentional wrongdoing by the indemnified Party. For the purposes of this Agreement, Losses shall mean any and all damages, losses, and claims, including claims and actions relating to injury to or death of any person or damage to property, demand, suits, recoveries, costs and expenses, court costs, attorney fees, and all other obligations by or to third parties. 13. 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, cost of temporary equipment or services, whether based in whole or in part in contract, 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. 14. Rising Tree shall, at its own expense, maintain in force throughout the period of this Agreement, and until released by SCE, the following minimum insurance coverages, with insurers rated no less than A- (with a minimum size rating of VII) by Bests Insurance Guide and Key Ratings and authorized to do business in the state where the Point of Interconnection is located: a. Employer's Liability and Workers' Compensation Insurance providing statutory benefits in accordance with the laws and regulations of the state in which the Point of

19 Page 7 Interconnection is located. b. Commercial General Liability Insurance including premises and operations, personal injury, broad form property damage, broad form blanket contractual liability coverage (including coverage for the contractual indemnification) products and completed operations coverage, coverage for explosion, collapse and underground hazards, independent contractors coverage, coverage for pollution to the extent normally available and punitive damages to the extent normally available and a cross liability endorsement, with minimum limits of one million dollars ($1,000,000) per occurrence/one million dollars ($1,000,000) aggregate combined single limit for personal injury, bodily injury, including death and property damage. c. Business Automobile Liability Insurance for coverage of owned and non-owned and hired vehicles, trailers or semi-trailers designed for travel on public roads, with a minimum, combined single limit of one million dollars ($1,000,000) per occurrence for bodily injury, including death, and property damage. d. Excess Public Liability Insurance over and above the Employer's Liability Commercial General Liability and Business Automobile Liability Insurance coverage, with a minimum combined single limit of twenty million dollars ($20,000,000) per occurrence/twenty million dollars ($20,000,000) aggregate. e. The Commercial General Liability Insurance, Business Automobile Insurance and Excess Public Liability Insurance policies shall name SCE, its parents, associated and affiliate companies and its directors, officers, agents, servants and employees ("Other Party Group") as additional insured. All policies shall contain provisions whereby the insurers waive all rights of subrogation in accordance with the provisions of this Agreement against the Other Party Group and provide thirty (30) calendar days advance written notice to the Other Party Group prior to anniversary date of cancellation or any material change in coverage or condition. f. The Commercial General Liability Insurance, Business Automobile Liability Insurance and Excess Public Liability Insurance policies shall contain provisions that specify that the policies are primary and shall apply to such extent without consideration for other policies separately carried and shall state that each insured is provided coverage as though a separate policy had been issued to each, except the insurer s liability shall not be increased beyond the amount for which the insurer would have been liable had only one insured been covered. Rising Tree shall be responsible for its deductibles or retentions. g. The Commercial General Liability Insurance, Business Automobile Liability Insurance and Excess Public Liability Insurance policies, if written on a Claims First Made Basis, shall be maintained in full force and effect for two (2) years after termination of this Agreement, which coverage may be in the form of tail coverage or extended reporting period coverage if agreed by the Parties. h. The requirements contained herein as to the types and limits of all insurance to be maintained by Rising Tree are not intended to and shall not in any manner, limit or qualify the liabilities and obligations assumed by the Rising Tree under this Agreement. i. By March 30, 2012, and as soon as practicable after the end of each fiscal year or at the

20 Page 8 renewal of the insurance policy and in any event within ninety (90) calendar days thereafter, Rising Tree shall provide certification of all insurance required in this Agreement, executed by each insurer or by an authorized representative of each insurer. j. Notwithstanding the foregoing, Rising Tree may self-insure to meet the minimum insurance requirements of Sections 14b through 14h to the extent it maintains a selfinsurance program; provided that, Rising Tree s senior unsecured debt or issuer rating is BBB-, or better, as rated by Standard & Poor s and that its self-insurance program meets the minimum insurance requirements of Sections 14b through 14h. For any period of time that Rising Tree s senior unsecured debt rating and issuer rating are both unrated by Standard & Poor s or are both rated at less than BBB- by Standard & Poor s, Rising Tree shall comply with the insurance requirements applicable to it under Sections 14b through 14i. In the event that Rising Tree is permitted to self-insure pursuant to this Section 14j, it shall notify SCE that it meets the requirements to self-insure and that its self-insurance program meets the minimum insurance requirements in a manner consistent with that specified in Section 14i. k. Rising Tree agrees to report to SCE in writing as soon as practical all accidents or occurrences resulting in injuries to any person, including death, and any property damage arising out of this Agreement. 15. 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 which 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 Rising Tree to enter into any other agreement, including without limitation, any interconnection agreement. 16. 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. 17. 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 Page 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. 19. 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 thereof, or the laws of the United States, as applicable, as if executed and to be performed wholly within the United States. 20. 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 of the Standard Large Generator Interconnection Agreement. 21. SCE will file this Agreement for acceptance by the FERC. Upon request by SCE, Rising Tree 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. 22. 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. 23. This Agreement shall become effective on the date the Agreement is fully executed by both Parties and the initial deposit and Security Instrument pursuant to Section 4 of this Agreement are received by SCE ("Effective Date"). If SCE does not receive the fully executed Agreement, initial deposit, and Security Instrument within thirty (30) calendar days of Rising Tree s receipt of this Agreement, then the offer reflected in this Agreement will expire and this Agreement will be of no effect.

22 Page This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original and all of which together shall be deemed to be one and the same instrument. SOUTHERN CALIFORNIA EDISON COMPANY By /s/david Mead David L. Mead Vice President Agreed to this_8th_ day of _October_, 2010 RISING TREE WIND FARM LLC (a wholly-owned subsidiary of EDP Renewables North America LLC, formerly Horizon Wind Energy LLC) By /s/ Andrew Young Name: Andrew Young Title: Executive Vice President, Western Region

23 Page 11 EXHIBIT A DESCRIPTION AND ESTIMATED COST SUMMARY ENGINEERING, DESIGN, PROCUREMENT AND CONSTRUCTION WORK Description of Work: The engineering, design, procurement and construction work to be performed under this Agreement are for the Participating TO s Interconnection Facilities and Participating TO s Reliability Network Upgrades necessary to accommodate the Rising Tree Wind Farm Project s desired In-Service Date. The scope described below is based on the second addendum to the Phase II Interconnection Study report; however, additional engineering for a different project is currently underway which will further refine the scope. Such scope refinement and corresponding cost estimates will be included in the forthcoming LGIA. I. Participating TO s Interconnection Facilities: a. Transmission: (1) Relocation of the existing 220 kv transmission line for the generation project referred to herein as Project Q95 from position 10 to position 3 at the Windhub 220 kv switchyard. Installation of one (1) 220 kv dead-end structure, two (2) spans of conductors and twelve (12) dead-end insulator / hardware assemblies between the last existing customer-owned structure located outside of and nearest to the Windhub Substation property line for Project Q95 and the substation deadend rack at the Windhub 220 kv switchyard. (2) Relocation of the existing 220 kv transmission line for the generation project referred to herein as Project Q96 from position 11 to position 4 at the Windhub 220 kv switchyard. Installation of one (1) 220 kv dead-end structure, two (2) spans of conductors and twelve (12) dead-end insulator / hardware assemblies between the last existing customer-owned structure located outside of and nearest to the Windhub Substation property line for Project Q96 and the substation deadend rack at the Windhub 220 kv switchyard. (3) Relocation of the Highwind 220 kv transmission line from position 12 to position 10 at the Windhub 220 kv switchyard. Installation of one (1) 220 kv dead-end structure and two spans of conductors. (4) Extension of the Rising Tree Wind Farm Windhub 220 kv transmission line from Rising Tree s last structure located outside of, and nearest to, the Windhub 220 kv Substation property line ( Last Structure ) to the position 11 substation dead-ead rack at the Windhub 220 kv switchyard using the existing two 220 kv transmission structures. Installation of three (3) spans of conductor on the vacant side of the such existing structures.

24 Page 12 b. Substations - Windhub 220 kv Substation: (1) Termination of the Rising Tree Wind Farm Windhub 220 kv transmission line at position 11, and installation of the following facilities at position 11: A. One (1) G.E. L90 line current differential relay. B. One (1) SEL 311 L line current differential relay. (2) Installation of the following facilities for the relocation of Project Q95 from position 10 to position 3: A. One (1) 65-foot high by 50-foot wide dead-end structure. B. Three (3) MFD coupling capacitor voltage transformers with steel pedestal support structures. C. Three (3) 60-foot line tie-downs with 2B-1590 kcmil ACSR conductors. D. One (1) G.E. L90 line current differential relay. E. One (1) SEL 311L line current differential relay. (3) Installation of the following facilities for the relocation of Project Q96 from position 10 to position 4: A. One (1) 65-foot high by 50-foot wide dead-end structure. B. Three (3) MFD coupling capacitor voltage transformers with steel pedestal support structures. C. Three (3) 60-foot line tie-downs with 2B-1590 kcmil ACSR conductors. D. One (1) G.E. L90 line current differential relay. E. One (1) SEL 311L line current differential relay. c. Telecommunications: (1) Installation of fiber optic cable to extend the OPGW from the Last Structure into the communication room at the Windhub 220 kv Substation. (2) Installation of fiber optic cable to extend the diverse telecommunication path from the Last Structure into the communication room at the Windhub 220 kv Substation. (3) Installation of the telecommunication lightwave terminal equipment at the Rising Tree Wind Farm Project and the Windhub 220 kv Substation to support the remote terminal unit ( RTU ), SCADA and line protection relays for the Rising Tree Wind Farm Windhub 220 kv transmission line, and the special protection system ( SPS ). d. Transmission Project Licensing and Environmental Health and Safety: Performance of all required environmental activities for the installation of SCE s portion of the Rising Tree Wind Farm -Windhub 220 kv transmission line and

25 Page 13 telecommunication routes. e. Metering: Installation of revenue meters required to meter the retail load at the Rising Tree Wind Farm Project. f. Power System Control: Installation of one (1) RTU at the Rising Tree Wind Farm Project to monitor typical generation elements such as MW, MVAR, terminal voltage and circuit breaker status for the Rising Tree Wind Farm Project and the plant auxiliary load, and transmit the information to SCE s Grid Control Center. II. Participating TO s ReliabilityNetwork Upgrades: a. Windhub Substation - Relocation Work: (1) For the relocation of the Project Q95 transmission line from position 10 to position 3, installation of the following equipment at position 3: A. Two (2) 3000 A, 63 ka circuit breakers. B. Four (4) 3000 A, 80 ka horizontal-mounted group-operated disconnect switches. C. One (1) grounding switch attachment (for line grounding). D. Eighteen (18) bus supports with associated steel pedestals. E. Update Windhub RTU with new protection relay points. (2) For the relocation of the Project Q96 transmission line from position 11 to position 4, installation of the following equipment at position 4: A. Two (2) 3000 A, 63 ka circuit breakers. B. Four (4) 3000 A, 80 ka horizontal-mounted group-operated disconnect switches. C. One (1) grounding switch attachment (for line grounding). D. Eighteen (18) bus supports with associated steel pedestals. E. Update Windhub RTU with new protection relay points. b. Windhub AA Bank N-1 SPS: Install SPS to trip the Rising Tree Wind Farm Project and other Windhub-area generation for AA bank N-1 conditions. Such facilities consist of the following: (1) Four (4) G.E. N-60 relays for bank monitoring. (2) Two (2) RTUs.

26 Page 14 Estimated Cost Summary: Cost of Participating TO s Interconnection Facilities Cost of Participating TO s Reliability Network Upgrades - Estimated Tax Liability* Element Participating TO s Interconnection Facilities Transmission $3,155,000 - $1,104,250 Substations $1,894,000 - $662,900 Telecommunications $1,201,000 - $420,350 Transmission Project Licensing $16,000 - $5,600 Environmental Health & Safety $361,000 - $126,350 Metering $27,000 - $9,450 Power System Control $66,000 - $23,100 Subtotal $6,720,000 - $2,352,000 Participating TO s Reliability Network Upgrades Windhub Substation Relocation Work - $2,453,000** - Windhub AA Bank N-1 SPS - $208,000** - Subtotal - $2,661,000 - Total $6,720,000 $2,661,000 $2,352,000 * The estimated tax liability is based on a tax rate of 35%. ** The estimated amounts represent Rising Tree s allocated cost responsibility of the Participating TO s Reliability Network Upgrades pursuant to the Phase II Interconnection Study results for the Rising Tree Wind Farm Project.

27 Page 15 Payment Period Cost for the Participating TO s Interconnection Facilities EXHIBIT B DEPOSIT AND SECURITY INSTRUMENT SCHEDULE Cost for the Participating TO s Reliability Network Upgrades Total Deposit Amount Security Amount for Estimated Tax Liability Security Balance Due for Third Posting Due Date 1 $580,000 $380,000 $960,000 $1,025,000* - Payment received 10/15/ , ,000 1,440, Payment Received 1/11/ , ,000 1,440, Payment received 4/4/ , , , Payment received 7/1/ ,000 82, ,000 1,327,000 $5,061,000** 3/15/ , , , /1/ ,000, ,000 1,115, /1/ ,006, ,000 1,244, /1/ , , , /1/ , , , /1/2013 Total $6,720,000 $2,661,000 $9,381,000 $2,352,000 $5,061,000 * The Interconnection Customer provided security for the estimated tax liability in the amount of $1,025,000, which is $10,000 more than what was required. Payment Period 5 for the estimated tax liability security is therefore reduced by such $10,000 amount from $1,337,000 to $1,327,000. ** $5,061,000 is the sum of security amounts owed for the Participating TO s Interconnection Facilities and the Participating TO s Reliability Network Upgrades identified in this Agreement minus the payments already received by SCE for such facilities and upgrades under the Agreement as follows: - Participating TO s Interconnection Facilities security owed = $6,720,000 $2,610,000 = $4,110,000 - Participating TO s Reliability Network Upgrades security owed = $2,661,000 - $1,710,000 = $951,000 The second posting received by the Participating TO for the Rising Tree Wind Farm Project would need to be adjusted or replaced such that the security amount totals $5,061,000 for the third posting under this Agreement. The $5,061,000 posting excludes the security for the Vincent 500 kv circuit breakers to be collected under the Generator Interconnection Procedures.

28 Southern California Edison Company Tariff Title: Transmission Owner Tariff Tariff Record Title: Service Agreement No. 90 Title Page FERC FPA Electric Tariff Formatted: Font: Times New Roman, 12 pt Formatted: Font: Arial Formatted: Header, Border: Bottom: (No border) Formatted: Font: Times New Roman Formatted: Title,t Formatted: Indent: Left: 0.5", First line: 0.5" ENGINEERING, DESIGN AND, PROCUREMENT AND CONSTRUCTION LETTER AGREEMENT BETWEEN HORIZONRISING TREE WIND ENERGYFARM LLC AND SOUTHERN CALIFORNIA EDISON COMPANY HOMESTEADRISING TREE WIND FARM PROJECT

29 Contract Effective Date: 10/15/2010 Tariff Record Proposed Effective Date: 10/15/20103/17/ Version Number: TOT219 Option Code: A Formatted: Tab stops: 3", Centered + 6", Right + Not at 4.69" "

30 Page 1 October 6, 2010 Mr. Andrew Young Chief Development Officer HorizonExecutive Vice President, Western Region Rising Tree Wind EnergyFarm LLC 332 South Michigan Avenue, Suite 200 Chicago, IL Re: Engineering, Design and, Procurement and Construction Letter Agreement for the HomesteadRising Tree Wind Farm Project Dear Mr. Young: Horizon Wind Energy LLC ( Horizon ) proposesedp Renewables North America LLC ( EDPR NA ), formerly known as Horizon Wind Energy LLC, submitted an Interconnection Request to the California Independent System Operator Corporation ( CAISO ) proposing to construct a wind generation facility with a net output of 199 MW to be located in Mojave, California (the Homestead Wind Farm Project ); interconnect the Homestead Wind Farm Project to Southern California Edison Company s ( SCE ) new Windhub Substation via a customer-owned generation tie-line; and transmit Energy and/or Ancillary Services to the California Independent System Operator ( CAISO ) Controlled Grid. Formatted: Left, Widow/Orphan control All capitalized terms used herein, and not otherwise defined, shall have the meaning ascribed to that term in the CAISO Tariff. Horizon and SCE are hereinafter sometimes referred to individually as Party and collectively as Parties. A Phase II Interconnection Study report containing the scope of work, estimated cost and estimated completion schedule for the Participating TO s Interconnection Facilities and Network Upgrades was completed for the Homestead Wind Farm Project, and tendered to HorizonEDPR NA by the CAISO on July 12, An addendum to the Phase II Interconnection Study report which includes additional scope, a revised estimated cost, and a revised construction schedule was tendered to HorizonEDPR NA by the CAISO on September 24, As requested by Horizon inin the August 10, 2010 results meeting for the Phase II Interconnection Study, Horizon has elected toedpr NA stated that it would permit, construct and own the single-mode fiber optic cable from the Homestead Wind Farm Project to SCE s Windhub 220 kv Substation. Such fiber optic cable willwould be a diverse telecomunnication path from the optical ground wire ( OPGW ) that Horizon willedpr NA would construct and own in its 220 kv transmission line from the Homestead Wind Farm Project to the Windhub 220 kv Substation ( Homestead Windhub 220 kv Line ).. A second addendum to the Phase II Interconnection Study report which incorporates this scope change and additional scope changes

31 Page 2 at Windhub Substation to accommodate the Homestead Wind Farm Project and the associated cost estimate was tendered by the CAISO on February 23, SCE and HorizonOn May 18, 2011, the CAISO provided notification to SCE that the ownership of the Homestead Wind Farm Project was changed by the Interconnection Customer to Rising Tree Wind Farm LLC ( Rising Tree ), a wholly-owned subsidiary of EDPR NA. On July 27, 2011, Rising Tree provided written notification to the CAISO that the project name was changed to the Rising Tree Wind Farm Project. All capitalized terms used herein, and not otherwise defined, shall have the meaning ascribed to that term in the CAISO Tariff. Rising Tree and SCE are hereinafter sometimes referred to individually as Party and collectively as Parties. SCE and Rising Tree intend to execute a Large Generator Interconnection Agreement ( LGIA ) that would include the terms for SCE to engineer, design, construct, own, operate and maintain, and for HorizonRising Tree to pay for, the Participating TO s Interconnection Facilities and its allocated share of the Participating TO s Reliability Network Upgrades. Horizon s Rising Tree s targeted in-service datein-service Date of the HomesteadRising Tree Wind Farm Project is September 15, 2012July 31, In the interest of timely completion of the Participating TO s Interconnection Facilities and the Participating TO s Reliability Network Upgrades required solely to interconnect the HomesteadRising Tree Wind Farm Project ( Plan of Service Network Upgrades ),, the Parties desire that SCE perform the engineering and design of, and procurement of material and equipment for, and construction of such facilities as specified in Exhibit A hereto as soon as possible. The purpose of this letter agreement ("Agreement") is to agree upon an interim arrangement pursuant to which SCE will perform the engineering and design of, and procurement of material and equipment for, and construction of the Participating TO s Interconnection Facilities and Plan of ServiceParticipating TO s Reliability Network Upgrades specified in Exhibit A hereto, as follows: 1. SCE will perform the engineering and design of, and procurement of material and equipment for, and construction of the Participating TO s Interconnection Facilities and Plan of ServiceParticipating TO s Reliability Network Upgrades as specified in Exhibit A hereto. 2. HorizonRising Tree shall pay all of SCE s actual charges and expenses for the engineering and design of, and procurement of material and equipment for, and construction of the Participating TO s Interconnection Facilities and Plan of ServiceParticipating TO s Reliability Network Upgrades. The charges and expenses incurred pursuant to this Agreement shall include, without limitation, SCE s costs of SCE employees and contractors including related overheads. Such charges and expenses are estimated to be $4,8006,720,000 for the Participating TO s Interconnection Facilities and $2,661,000 for the Participating TO s Reliability Network Upgrades under the Agreement, as identified in Exhibit A hereto., for a total estimated amount of $9,381,000.