Cec 500 2016 049 Ap PDF

Energy Research and Development Division
FINAL PROJECT REPORT
DEMONSTRATION OF
COMBINED HEAT AND POWER
WITH THERMAL STORAGE
FOR MODERN GREENHOUSES
Appendix A-E
Prepared for: California Energy Commission

Prepared by: Southern California Gas Company
J UL Y 20 16
CE C- 5 00 - 20 16 - 04 9 -A P
APPENDIX A
Appendix A: CHP Unit 2 Engine Specifications
Technical Description
Cogeneration Unit
JMS 624 GS-N.L
Houweling
Electrical output 4347 kW el.
Thermal output 18.171 MBTU/hr
Emission values
NOx < 500 mg/Nm³ (5% O2)
18.02.2011/p TS JMS624 H01 13 8kV February 08 2011 - Houweling_rev03.doc Copyright ©(rg)

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0.01 Technical Data (at module) _________________________________________ 4
Main dimensions and weights (at module) 5
Connections 5
Output / fuel consumption 5
0.02 Technical data of engine ___________________________________________ 6
Thermal energy balance 6
Exhaust gas data 6
Combustion air data 6
Sound pressure level 7
Sound power level 7
0.03 Technical data of generator _________________________________________ 8
Reactance and time constants 8
0.03.01 Technical data of gearbox ________________________________________ 8
0.04 Technical data of heat recovery _____________________________________ 9
General data - Hot water circuit 9
Mixture Intercooler (1st stage) 9
Heat exchanger lube oil 9
Heat exchanger engine jacket water 9
Exhaust gas heat exchanger 9
connection variant FG ________________________________________________ 10
0.10 Technical parameters _____________________________________________ 11
1.00 Scope of supply - Module__________________________________________ 12
1.01 Spark ignited gas engine __________________________________________ 12
1.01.01 Engine design _________________________________________________ 12
1.01.02 Engine accessories ____________________________________________ 14
1.01.02 Engine accessories – Commissioning spare parts __________________ 14
1.01.03 Standard tools (1/plant) _________________________________________ 14
1.02 Generator-medium voltage ________________________________________ 15
1.03 Module accessories ______________________________________________ 16
1.03.02 Automatic lube oil replenishing system ___________________________ 17
1.05 Pre-chamber gas compressor ______________________________________ 18
1.07 Painting ________________________________________________________ 18
1.11 Engine generator control panel – DIA.NE XT __________________________ 18
1.11.03 Remote Data-Transfer with DIA.NE XT - HERMES ___________________ 23
1.20.01 Starting system _______________________________________________ 25
1.20.03 Electric jacket water preheating __________________________________ 26
2.00 Electrical equipment ______________________________________________ 26

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2.02 Grid monitoring device ____________________________________________ 27
4.00 Delivery, installation and commissioning ____________________________ 27
4.01 Carriage 27
4.02 Unloading 27
4.03 Assembly and installation 27
4.04 Storage 27
4.05 Start-up and commissioning 27
4.06 Trial run 27
4.07 Emission measurement (exhaust gas analyser) 27
5.02 Factory tests and inspections ______________________________________ 28
5.02.01 Engine tests 28
5.02.02 Generator tests 28
5.02.03 Module tests 28
5.03 Documentation __________________________________________________ 29

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0.01 Technical Data (at module)
Data at: Full Part Load
load
Fuel gas LHV BTU/scft 868
100% 75% 50%
Energy input MBTU/hr [2] 32.245 24.803 17.364

Gas volume cfhr *) 37.148 28.575 20.005
Mechanical output bhp [1] 6.023 4.517 3.012
Electrical output kW el. [4] 4.347 3.224 2.123
Recoverable thermal output
~ Intercooler MBTU/hr 4.859
~ Lube oil MBTU/hr 1.511
~ Jacket water MBTU/hr 1.904
~ Exhaust gas cooled to 100 °F MBTU/hr 9.897
Total recoverable thermal output MBTU/hr [5] 18.171
Heat to be dissipated
~ Surface heat ca. MBTU/hr [7] 951
~ Balance heat MBTU/hr 324
Spec. fuel consumption of engine BTU/bhp.hr [2] 5.354

Lube oil consumption ca. gal/hr [3] 0,42
Electrical efficiency % 46,0%
Thermal efficiency % 56,3%
Total efficiency % [6] 102,3%
Hot water circuit:

Forward temperature °F 203,0
Return temperature °F 140,0
Hot water flow rate GPM 430,6
*) approximate value for pipework dimensioning
[_] Explanations: see 0.10 - Technical parameters
All heat data is based on standard conditions according to attachment 0.10. Deviations from the standard conditions can result in a
change of values within the heat balance, and must be taken into consideration in the layout of the cooling circuit/equipment
(intercooler; emergency cooling; ...). In the specifications in addition to the general tolerance of +/- 8% on the thermal output a
further reserve of 10% is recommended for the dimensioning of the cooling requirements.

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Main dimensions and weights (at module)
Length in ~ 480
Width in ~ 90
Height in ~ 120
Weight empty lbs ~ 99.014
Weight filled lbs ~ 103.424
Connections
Hot water inlet and outlet in/lbs 6''/232
Exhaust gas outlet in/lbs 25''/145
Fuel gas (at gas train) in/lbs 6''/232
Fuel Gas (at module) in/lbs 4''/232
Water drain ISO 228 G ½''
Condensate drain in/lbs 2''/145
Safety valve - jacket water ISO 228 in/lbs 3''/232
Safety valve - hot water in/lbs 4''/145
Lube oil replenishing (pipe) in 1,1
Lube oil drain (pipe) in 1,1
Jacket water - filling (flex pipe) in 0,5
Intercooler water-Inlet/Outlet 1st stage in/lbs 6''/232
Intercooler water-Inlet/Outlet 2nd stage in/lbs 4''/232
Output / fuel consumption

ISO standard fuel stop power ICFN bhp 6.023
Mean effe. press. at stand. power and nom. speed psi 348
Fuel gas type Natural gas
Based on methane number|Min. methane number MN d) 94|80
Compression ratio Epsilon 12,50
Min. fuel gas pressure for the pre chamber psi 80
Min./Max. fuel gas pressure at inlet to gas train psi 2,9 - 7,25 c)
Allowed Fluctuation of fuel gas pressure % ± 10
Max. rate of gas pressure fluctuation psi/sec 0,145
Maximum Intercooler 2nd stage inlet water temperature °F 113
Spec. fuel consumption of engine BTU/bhp.hr 5.354
Specific lube oil consumption g/bhp.hr 0,22
Max. Oil temperature °F 176
Jacket-water temperature max. °F 203
Filling capacity lube oil (refill) gal ~ 264
c) Lower gas pressures upon inquiry
d) based on methane number calculation software AVL 3.1 (calculated without N2 and CO2)

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0.02 Technical data of engine
Manufacturer GE Jenbacher
Engine type J 624 GS-H01
Working principle 4-Stroke
Configuration V 60°
No. of cylinders 24
Bore in 7,48
Stroke in 8,66
Piston displacement cu.in 9.135
Nominal speed rpm 1.500
Mean piston speed in/s 433
Length in 378
Width in 83
Height in 101
Weight dry lbs 39.683
Weight filled lbs 41.888
Moment of inertia lbs-ft² 2200,14
Direction of rotation (from flywheel view) left
Flywheel connection SAE 24''
Radio interference level to VDE 0875 N
Starter motor output kW 20
Starter motor voltage V 24
Thermal energy balance
Energy input MBTU/hr 32.245
Intercooler MBTU/hr 4.859
Lube oil MBTU/hr 1.511
Jacket water MBTU/hr 1.904
Exhaust gas total MBTU/hr 7.855
Exhaust gas cooled to 356 °F MBTU/hr 4.262
Exhaust gas cooled to 212 °F MBTU/hr 6.132
Surface heat MBTU/hr 522
Balance heat MBTU/hr 324
Exhaust gas data
Exhaust gas temperature at full load °F [8] 676
Exhaust gas mass flow rate, wet lbs/hr 50.294
Exhaust gas mass flow rate, dry lbs/hr 46.928
Exhaust gas volume, wet cfhr 635.641
Exhaust gas volume, dry cfhr 570.912
Max.admissible exhaust back pressure after engine psi 0,725
Combustion air data
Combustion air mass flow rate lbs/hr 48.795
Combustion air volume CFM 10.077
Max. admissible pressure drop in front of intake-air filter psi 0,145

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Sound pressure level
Aggregate b) dB(A) re 20µPa 103
31,5 Hz dB 90
63 Hz dB 97
125 Hz dB 103
250 Hz dB 101
500 Hz dB 96
1000 Hz dB 95
2000 Hz dB 94
4000 Hz dB 96
8000 Hz dB 97
Exhaust gas a) dB(A) re 20µPa 122
31,5 Hz dB 109
63 Hz dB 109
125 Hz dB 121
250 Hz dB 116
500 Hz dB 117
1000 Hz dB 113
2000 Hz dB 113
4000 Hz dB 118
8000 Hz dB 101
Sound power level
Aggregate dB(A) re 1pW 124
Measurement surface ft² 1.550
Exhaust gas dB(A) re 1pW 130
Measurement surface ft² 67,60
a) average sound pressure level on measurement surface in a distance of 3.28ft according to DIN 45635, precision class 2.
b) average sound pressure level on measurement surface in a distance of 3.28ft (converted to free field) according to DIN 45635,
precision class 3.
The spectra are valid for aggregates up to bmpe=319,083028 psi. (add savety margin of 1dB to all values per increase of 15 PSI
pressure).
Operation with 1200 rpm see upper values, operation with 1800 rpm add 3 dB to upper values.
Engine tolerance ± 3 dB

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0.03 Technical data of generator
Manufacturer Leroy-Somer e)
Type LSA 56 BL65 e)
Type rating kVA 5.700
Driving power bhp 5.999
Ratings at p.f.= 1.0 kW 4.347
Ratings at p.f. = 0,8 kW 4.321
Rated output at p.f. = 0,8 kVA 5.401
Rated current at p.f. = 0,8 A 226
Frequency Hz 60
Voltage kV 13,8
Speed rpm 1.800
Permissible overspeed rpm 2.160
Power factor lagging 0,8 - 1,0
Efficiency at p.f.= 1.0 % 97,2%
Efficiency at p.f. = 0,8 % 96,6%
Moment of inertia lbs-ft² 5577,49
Mass lbs 26.037
Radio interference level to VDE 0875 N
Construction B3/B14
Protection Class IP 23
Insulation class F
Temperature rise (at driving power) F
Maximum ambient temperature °F 104
Total harmonic distortion % 1,5
Reactance and time constants

xd direct axis synchronous reactance p.u. 1,93
xd' direct axis transient reactance p.u. 0,28
xd'' direct axis sub transient reactance p.u. 0,18
Td'' sub transient reactance time constant ms 27
Ta Time constant direct-current ms 95
Tdo' open circuit field time constant s 3,88
e) GE Jenbacher reserves the right to change the generator supplier and the generator type. The contractual data of the
generator may thereby change slightly. The contractual produced electrical power will not change.
0.03.01 Technical data of gearbox

Manufacturer EISENBEISS
Gearbox ratio 1:1.2
Efficiency % 99,60
Mass lbs 6,834

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0.04 Technical data of heat recovery
General data - Hot water circuit
Total recoverable thermal output MBTU/hr 18.171
Return temperature °F 140,0
Forward temperature °F 203,0
Hot water flow rate GPM 430,6
Design pressure of hot water psi 145
Pressure drop hot water circuit psi 27,56
Maximum Variation in return temperature °F +0/-36
Max. rate of return temperature fluctuation °F/min 18
Mixture Intercooler (1st stage)

Type gilled pipes
Hot water connection in/lbs 6''/232
Heat exchanger lube oil

Type plate heat exchanger
Heat exchanger engine jacket water

Type plate heat exchanger
Exhaust gas heat exchanger

Type shell-and-tube
PRIMARY:
Exhaust gas pressure drop approx psi 0,22
Exhaust gas connection in/lbs 25''/145
SECONDARY:

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connection variant FG
Recoverable thermal output = 18.171 MBTU/hr Houweling J 624 GS-H01
(±8% to lerance +10% reserve fo r co o ling requirements) --------------------
* Hot water circuit

us B
Hot water flow rate = 430,6 GPM
0
##
## 4.484 MBTU/hr 1.511 MBTU/hr 1.904 MBTU/hr 5.664 MBTU/hr
Intercooler Lube oil Engine Exhaust gas

1st stage I
140,0 °F 160,8°F 167,8°F 176,7°F 203,0 °F
max. 203 °F
max. 176 °F ~ 676 °F
158,1 °F 248 °F
* Low Temperature Circuit
Aftercooler water flow rate = 176,1 GPM Exhaust gas II water flow rate = 330 GPM
(calculated with Glyko l 37%)
375 MBTU/hr 4.233 MBTU/hr
Intercooler Exhaust gas

2nd stage II
104,0 °F 108,8 °F 77,0 °F 104°F
122,0 °F 248 °F
100°F
0.10 Technical parameters
All data in the technical specification are based on engine full load (unless stated otherwise) at specified
temperatures as well as the methane number and subject to technical development and modifications.
For isolated operation an output reduction may apply according to the block load diagram. Before being
able to provide exact output numbers, a detailed site load profile needs to be provided (motor starting
curves, etc.).
All pressure indications are to be measured and read with pressure gauges (psi.g.).
(1) At nominal speed and standard reference conditions ICFN according to DIN-ISO 3046 and DIN
6271, respectively
(2) According to DIN-ISO 3046 and DIN 6271, respectively, with a tolerance of + 5 %. Efficiency
performance is based on a new unit (immediately upon commissioning).Effects of degradation during
normal operation can be mitigated through regular service and maintenance work.
(3) Average value between oil change intervals according to maintenance schedule, without oil change
amount
(4) At p. f. = 1.0 according to VDE 0530 REM / IEC 34.1 with relative tolerances
(5) Total output with a tolerance of +/- 8 %
(6) According to above parameters (1) through (5)
(7) Only valid for engine and generator; module and peripheral equipment not considered
(8) Exhaust temperature with a tolerance of +/- 8 %
Radio interference level

The ignition system of the gas engines complies the radio interference levels of CISPR 12 and EN 55011
class B, (30-75 MHz, 75-400 MHz, 400-1000 MHz) and (30-230 MHz, 230-1000 MHz), respectively.
Definition of output
• ISO-ICFN continuous rated power:
Net break power that the engine manufacturer declares an engine is capable of delivering continuously,
at stated speed, between the normal maintenance intervals and overhauls as required by the
manufacturer. Power determined under the operating conditions of the manufacturer’s test bench and
adjusted to the standard reference conditions.
• Standard reference conditions:
Barometric pressure: 14.5 psi (1000 mbar) or 328 ft (100 m) above sea level
Air temperature: 77°F (25°C) or 298 K
Relative humidity: 30 %
• Volume values at standard conditions (fuel gas, combustion air, exhaust gas)
Pressure: 1 atmosphere (1013.25 mbar)
Temperature: 60°F (15.56°C)
Output adjustment for turbo charged engines

Standard rating of the engines is for an installation at an altitude ≤ 1640 ft and an air intake temperature ≤
95 °F.

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If the actual methane number is lower than the specified, the knock control responds. First the ignition
timing is changed at full rated power. Secondly the rated power is reduced. These functions are done by
the engine management.
Exceedance of the voltage and frequency limits for generators according to IEC 60034-1 Zone A will lead
to a derate in output.
Parameters for the operation of GE Jenbacher gas engines

The genset fulfills the limits for mechanical vibrations according to ISO 8528-9.
If possible, railway trucks must not be used for transport (TI 1000-0046).
The following "Technical Instruction of GE JENBACHER" forms an integral part of a contract and must be
strictly observed: TI 1100-0110, TI 1100-0111 and TI 1100-0112.
1.00 Scope of supply - Module

Design:
The module is built as a compact package.
Engine and generator are mounted to the base frame. To provide the best possible isolation from the
transmission of vibrations the engine is mounted to the frame by means of anti-vibrational mounts. The
remaining vibrations are eliminated by mounting the module on isolating pads (e.g. Sylomer). This, in
principle, allows for placing of the module to be directly on any floor capable of carrying the static load. No
special foundation is required. Prevention of sound conducted through solids has to be provided locally.
1.01 Spark ignited gas engine

Four-stroke, air/gas mixture turbocharged, aftercooled, with high performance ignition system and
electronically controlled air/gas mixture system.
The engine is equipped with the most advanced
LEANOX® LEAN-BURN COMBUSTION SYSTEM
developed by GE JENBACHER.
1.01.01 Engine design

Engine block
Single-piece crankcase and cylinder block made of special casting; crank case covers for engine
inspection, welded steel oil pan.
Crankshaft and main bearings

Drop-forged, precision ground, surface hardened, statically and dynamically balanced; main bearings
(upper bearing shell: grooved bearing / lower bearing shell: sputter bearing) arranged between crank
pins, drilled oil passages for forced-feed lubrication of connecting rods.
Vibration damper
Maintenance free viscous damper

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Flywheel
With ring gear for starter motor and additionally screwed on.
Pistons
Two-part steel piston with oil passages for cooling; piston rings made of high quality material, main
combustion chamber specially designed for lean burn operation.
Connecting rods
Drop-forged, heat-treated, big end diagonally split and toothed. Big end bearings (upper bearing shell:
sputter bearing / lower bearing shell: sputter bearing) and connecting rod bushing for piston pin.
Cylinder liner
Chromium alloy gray cast iron, wet, individually replaceable.
Cylinder head
Specially designed and developed for GE JENBACHER-lean burn engines with optimized fuel
consumption and emissions; water cooled, made of special casting, individually replaceable; Valve seats
and valve guides and spark plug sleeves individually replaceable; exhaust and inlet valve made of high
quality material; Pre-chamber with check-valve.
Crankcase breather
Connected to combustion air intake system
Valve train
Camshaft, with replaceable bushings, driven by crankshaft through intermediate gears, valve lubrication
by splash oil through rocker arms.
Combustion air/fuel gas system

Motorized carburetor for automatic adjustment according fuel gas characteristic. Exhaust driven
turbocharger, mixture manifold with bellows, water-cooled intercooler, throttle valve and distribution to
cylinders.
Ignition system
Most advanced, fully electronic high performance ignition system, external ignition control.
Lubricating system
Gear-type lube oil pump to supply all moving parts with filtered lube oil, pressure control valve, pressure
relief valve and full-flow filter cartridges. Cooling of the lube oil is arranged by a heat exchanger.
Engine cooling system

Electrical jacket water pump complete with distribution pipework and manifolds.
Exhaust system
Turbocharger and exhaust manifold
Exhaust gas temperature measuring

1 Thermocouple for each cylinder
Electric actuator
For electronic speed and output control

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Electronic speed monitoring for speed and output control
By magnetic inductive pick up over ring gear on flywheel
Starter motor
3 Engine mounted electric starter motor
1.01.02 Engine accessories

Insulation of exhaust manifold:
Insulation of exhaust manifold is easily installed and removed
Sensors at the engine:

• Jacket water temperature sensor
• Jacket water pressure sensor
• Lube oil temperature sensor
• Lube oil pressure sensor
• Mixture temperature sensor
• Charge pressure sensor
• Minimum and maximum lube oil level switch
• Exhaust gas thermocouple for each cylinder
• Knock sensors
• Gas mixer / gas dosing valve position reporting.
Actuator at the engine:

• Actuator - throttle valve
• Bypass-valve for turbocharger
• Control of the gas mixer / gas dosing valve
1.01.02 Engine accessories – Commissioning spare parts

Commissioning spare parts:
Initial equipment with necessary spare parts for operation after commissioning.
• Spark plug sealing rings (26 pieces)
• Spark plug carrier (1 piece)
• Sparking plug (2 piece)
• Per-chamber gas valve (2 piece)
• Thermo element (Cylinder exhaust gas temperature – 2 piece)
• Sealing ring for thermo element(1 piece)
• Fuse for 6 A, 24 V(1 piece)
• Main gas filter(1 piece)
• 1 Stk. Safi
1.01.03 Standard tools (1/plant)

• Tools for spark plugs (special socket, extension, torque wrench)

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• Tools for removal of oil filter cartridges
• Tools for installation/removal of the steel pistons and cylinder liners
• Tool for installation/removal of the main bearing bracket
• Tool for rotary shaft seal on the flyweel cover
• Feeler gauges
• Feeler gauge 0,35 mm
• 1 wrench 7 x 19
• Screwdriver 10
• Grease gun
• Measuring device for valve wear
• Adapter for measurements (BNC-BNC, MIL-ZZP)
• Assembly paste Never-Seez Nickel Special Grade
• Pointed pliers (cornered)
• Box for tools
• Personal safety equipment
1.02 Generator-medium voltage

The generator consists of the main generator (built as rotating field machine), the exciter machine (built
as rotating armature machine) and the voltage regulator with cos. phi-regulator. The regulator is powered
by an auxiliary winding at the main stator.
Main components
• Main stator with frame
• Winding at two layers
• Terminal box includes main terminals plus auxiliary terminals for thermistor connection and control for
regulator
• Main rotor with sufficiently sized shaft dynamically balanced as per VDI 2060, Grade Q1
• Drive end bracket with bearing
• Non-drive end bracket with bearing
• Exciter unit
• Power factor controller
• Voltage regulator
• Anti-condensation heater
Electrical data and features

• Voltage adjustment: +/- 10% rated voltage
• Static voltage accuracy: +/- 1% at no load to full load and power factor 0.8-1
• speed variation +/- 3%, cold and hot machine
• Maximum deviation of wave form according to VDE is 5% phase to phase at open circuit
• Generator suitable for parallel operating with mains and other generators
• Sustained short circuit current at 3-pole terminal short circuit: minimum 3 times rated current for 5
seconds.
• Overload capacity according. to IEC 32 - I/VDE 0530
• According to VDE 0530 the overspeed test ensues with 1.2 times of rated speed for 2 minutes.
Additional components:
• Electronic voltage regulator
• Electronic power factor regulator

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• 3 Pt 100 for winding temperature monitoring
• 2 Pt 100 for bearing temperature monitoring
• Current transformer for protection and measuring uses
1.03 Module accessories

Base frame
Welded of structural steel to accommodate engine, generator and heat exchangers.
Flexible coupling
With torque limiter to couple engine with generator. The coupling isolates the major subharmonics of
engine firing impulses from the generator.
Bell housing
To connect engine with generator housing. With two ventilation and control windows.
Anti-vibration mounts
Arranged between engine/generator assembly and base frame. Insulating pads (SYLOMER) for
placement between base frame and foundation, delivered loose.
Exhaust gas connection

Connection of exhaust gas turbocharger; including flexible connection to compensate for expansions and
vibrations.
Combustion air filter

Dry type air filter with replaceable filter cartridges, including flexible connection to carburetor and service
indicator.
Interface panel
Totally enclosed sheet steel cubicle with front door, wired to terminals, ready to operate. Cable entry at
bottom.
Painting: RAL 7035
Protection: IP 54 external IP 10 internal (protection against direct contact with alive parts)
Design according to IEC 439-1 (EN 60 439-1/1990) and DIN VDE 0660 part 500, respectively.
Ambient temperature 41 - 104 °F (5 - 40 °C), Relative humidity 70 %
Dimensions:
• Height: 51 in (1300 mm)
• Width: 47 in (1200 mm)
• Depth: 16 in (400 mm)
Power supply from the starter battery charger.
Power distribution to the engine mounted auxiliaries (power input from the supplier of the auxiliaries
power supply):
3 x 480/277 V, 60 Hz, 50 A

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Essential components installed in interface panel:
• Terminal strip
• Decentralized input and output cards, connected by a data bus interface to the central engine control of
the module control panel.
• Speed monitoring
• Relays, contacts, fuses, engine contact switch to control valves and auxiliaries
• Measuring transducer for excitation voltage
• Air conditioning system
Exhaust gas scavenging blower

The exhaust gas scavenging blower is used to scavenge the remaining exhaust gas out of the exhaust
gas pipe work, to prevent the appearance of deflagrations.
Function:
Before each start scavenging by blower is done for app. 1 minute (except at black out – start)
Supervisions:
• Scavenging air fan failure
• Scavenging air flap failure
Consisting of:
• Fan
• Exhaust gas flap
• Temperature switch
• Compensator and pipe work
1.03.02 Automatic lube oil replenishing system

Automatic lube oil replenishing system:
Includes float valve in lube oil feed line, including inspection glass. Electric monitoring system will be
provided for engine shut-down at lube oil levels "MINIMUM" and "MAXIMUM". Solenoid valve in oil feed
line is only activated during engine operation. Manual override of the solenoid valve, for filling procedure
during oil changes is included.
Oil drain
By set mounted cock
Pre-lubrication- and aftercooling oil pump:

Mounted on the module base frame; it is used for pre-lubrication and aftercooling of the turbochargers.
Period of operation: Pre-lubrication: 1 minute both pumps
Aftercooling: 15 minutes from engine stop only the 480/277 V pump
Consisting of:
• 1 piece oil pump 1500 W, 480/277 V
• 1 piece oil pump 1500 W, 24 V
• All necessary vents
• Necessary pipework

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1.05 Pre-chamber gas compressor
The pre-chamber gas compressor is used to increase the pressure of the gas, required for the pre-
chamber from appr. 2,9 psi (200 mbar) to appr. 80 psi (5,5 bar)
Dimensions of the complete compressor unit:

• Length: appr. 90,6 in (2300 mm)
• Width: appr. 29,5 - 35,4 in (750 - 900 mm)
• Total hight: appr. 86,6 in (2200 mm)
Consisting of:
• Compressor
• Three-phase motor driven engine
• Solenoid valve at the gas compressor inlet
• Suction filter (=suction silencer)
• Starting relief installation with feedback
• Aftercooler for compressed gas with contensate drain
• Set of thermometers at the aftercooler
• Flexible hose to the pressure vessel
• Flexible connections at the compressor inlet and at the blowoff pipe
• Solenoid valves, transmitters and switches wired to the terminal box
• Pressure gas vessel with fittings and TÜV certificate for a pressure of 87 psi (6 bar)
1.07 Painting
• Quality: Oil resistant prime layer
Synthetic resin varnish finishing coat
• Color: Engine: RAL 6018 (green)

Base frame: RAL 6018 (green)
Generator: RAL 6018 (green)
Module interface
panel: RAL 7035 (light gray)
Control panel: RAL 7035 (light gray)
1.11 Engine generator control panel – DIA.NE XT

Dimensions:
• Height: 2200 mm (87 in) [including 200 mm (8 in) pedestal]
• Width: 1000 mm (40 in)
• Depth: 600 mm (24 in)
Control supply voltage from starter and control panel batteries: 24V DC
Supply of power for auxiliaries from auxiliary power panel:

3 x 480/277 V, 60 Hz, 35 A

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Consisting of:
DIA.NE XT 3 (Dialog Network new generation) motor management system
System elements visualisation with central engine and module control
1) Visualisation:
Industrial control with 10,4“ QVGA TFT colour graphics display and 8 function keys.
10-key numeric keyboard for parameter input.
Keys for START, STOP, Generator circuit breaker OPEN, Generator circuit breaker
CLOSED/SELECTED, display selection keys and special functions.
Interfaces:
• Ethernet (twisted pair) for connection to DIA.NE WIN server
• CAN-Bus: bus connection to the intelligent sensors and actuators
• Data bus connection to the control in- and outputs
OPTION: Interfacing with the customer’s plant management according to GE JENBACHER list of
options (MODBUS-RTU slave, PROFIBUS-DP slave)
Protection class: IP 65 (front)
Dimensions: W x H x D = approx. 212 x 255 x 95 mm (8,4 x 10 x 3,75 in)
A clear and functional graphic compilation of measured values is displayed on the screen. User prompts
are by means of direct-acting display selection keys and function keys.
Main displays:
• Electrical schematic
• Oil and hydraulic schematic
• Gas data
• Engine controllers
• Cylinder data
• Exhaust gas data
• Auxilliaries controllers
• Spare screen for customer specific purposes
• System display screens
• Parameter manager
• User setting
• Alarm management
Recipe handling:
Setting, display and storage of all module parameters
Alarm management:
Efficient diagnostic instrumentation listing all active fault messages both tabular and chronologically, with
the recorded time.
2) Central engine and module control:

A real-time, modular industrial control system which handles all jobs for module and engine-side
sequencing control (start preparation, start, stop, synchronizing, after-cooling, control of auxiliaries), as
well as all control functions.
Control functions:
• Speed control in no-load and isolated operation

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• Power output control in parallel operation system; job-specific with respect to internal and external set
point values.
• LEANOX control system for control of boost pressure; dependent upon the generator terminal power
and the mixture temperature via the engine-driven air-gas mixer
• Knocking control: adjustment of the ignition point, power output and (insofar as is locally possible) the
mixture temperature in the event of detection of knocking.
• Load sharing between several modules in isolated operation
• Linear reduction of power output in the event of excessive mixture temperature and ignition failures
• Interface relays as per the interface list

• Multi-transducer, to record the following electrically measured variables of the generator:
• Phase current (with slave pointer)
• Neutral conductor current
• Voltages Ph/Ph and Ph/N
• Active power (with slave pointer)
• Reactive power
• Apparent power
• Power factor
• Frequency
An additional 0 - 20 mA output is produced for active power, as well as a pulse output for active power
demand.
The following alternator supervisions are integrated with the multi-transducer (max. 8 functions
simultaneous):
• Overload/short-circuit [51], [50]
• Over voltage [59]
• Undervoltage [27]
• Asymmetric voltage [64], [59N]
• Unbalance current [46]
• Failure Exitation [40]
• Overfrequency [81>]
• Underfrequency [81<]
• Lockable operation mode selector switch positions:
• "OFF"
No operation is possible, running set will shut down;
• "MANUAL"
Manual operation using (start, stop) is possible, unit is not available for fully automatic operation.
• "AUTOMATIC"
Fully automatic operation, according to remote demand signal:
• Automatic start
Fully automatic operation at full load
• Stop with cooling down run for 1 minute
Continuous operation of auxiliaries for 5 minutes after engine shutdown
• Demand switch with the positions:
• Demand OFF
• Demand ON
• Remote demand
• Supply disconnecting device for auxiliaries with lockable circuit breaker
Shut-down functions with display:

• Low lube oil pressure

20/29
• Low lube oil level
• High lube oil level
• High lube oil temperature
• Low jacket water pressure
• High jacket water pressure
• High jacket water temperature
• Overspeed
• Emergency stop/safety loop
• Gas train failure
• Start failure
• Stop failure
• Engine start blocked
• Engine operation blocked
• Misfiring
• High mixture temperature
• Measuring signal failure
• Overload/output signal failure
• Generator overload/short circuit
• Generator over/undervoltage
• Generator over/underfrequency
• Generator asymmetric voltage
• Generator unbalanced load
• Generator reverse power
• High generator winding temperature
• Synchronising failure
• Knocking failure
Warning functions with display:

• Low jacket water temperature
• CPU battery failure
Operational functions with display:

• Ready to start
• Operation (engine running)
• Generator circuit breaker "CLOSED"
Remote signals:
(volt free contacts)
1NO = 1 normally open

1NC = 1 normally closed
1 COC = 1 change over contact
• Ready for automatic start (to Master control) 1NO

• Operation (engine runs) 1NO
• Collective signal "shut down" 1NC
• Collective signal "warning" 1NC
External (by others) provided command/status signals:

• Engine demand (from Master control) 1NO

21/29
Single synchronizing Automatic
With voltage balance
For automatic synchronizing of the module with the generator circuit breaker to the grid by PLC-
technology, integrated within the module control panel.
Consisting of:
• Lockable synchronizing mode selector switch, with positions "MANUAL - 0FF - AUTOMATIC"
• AUTOMATIC:
Automatic module synchronization, after synchronizing release from the control panel
• MANUAL:
Manual initiation of synchronizing by push button. Speed adjustment and closing of the circuit breaker
is automatically controlled via microprocessor
• OFF:
Synchronization is disabled
• Additional PLC hardware for the fully automatic synchronizing of each module, and monitoring of the
"CIRCUIT BREAKER CLOSED" signal.
Logic for monitoring of:
• Non-logic breaker positions
• Switch ”ON” trouble
• Switch ”OFF” trouble
• Automatic synchronizing device to control the electronic speed governor adjustment, double voltmeter,
double frequency meter and synchronoscope
• Automatic voltage balancing
• Luminous push button “GENERATOR CIRCUIT BREAKER OPEN / SELECT”
• To indicate synchronizing mode
• To indicate “Generator circuit breaker closed”
• For manual synchronizing selection with the synchronizing mode selector switch in the MANUAL
position
• For manual closing of the generator circuit breaker to the voltage free bus bar (first connection) with
synchronizing mode selector switch in the MANUAL position
• Luminous push button “GENERATOR CIRCUIT BREAKER OPEN”
• To indicate “Generator circuit breaker open”
• To manually open the generator circuit breaker
• Control switch
• Required relays for control and monitoring
• Voltage relay for monitoring of bussbar voltage (only for island operation)
Operational indications for:

• Generator circuit breaker CLOSED
• Generator circuit breaker OPEN
Fault indications for:

• Generator circuit breaker return signal fault
• Generator circuit breaker closing fault
• Generator circuit breaker opening fault
Remote signals
(Volt free contacts)

22/29
• Generator circuit breaker CLOSED 1 NO
The following reference and status signals must be provided by the switchgear supplier:
Generator circuit breaker CLOSED 1 NO
Generator circuit breaker OPEN 1 NO
Generator circuit breaker READY TO CLOSE 1 NO
Mains circuit breaker CLOSED 1 NO
Mains circuit breaker OPEN 1 NO
• Mains voltage 3x 110V/v3 – other measurement voltages available on request

• Bus bar voltage 3x 110V/v3 – other measurement voltages available on request
• Genrator voltage 3 x 13,8 kV or 3x 110V/v3 – other measurement voltages available on request
Voltage transformers in star point with minimum 50VA, Class 1
The following volt free interface-signals will be provided by GE Jenbacher to be incorporated in

switchgear:
• CLOSING/OPENING command for generator circuit breaker
(permanent contact) 1 NO + 1 NC
• Signal for circuit breaker undervoltage trip 1 NO
• Power supply and controls CO2 valve
1.11.03 Remote Data-Transfer with DIA.NE XT - HERMES

General
HERMES is the remote data transfer solution for DIA.NE XT. HERMES is available via three connection
methods and two applications.
Connections methods
1.) Modem
Site - Customer connection via a Modem (analogue, ISDN, GSM).
Scope of supply
• DIA.NE WIN – Server (Industrial PC without display, keyboard or mouse, built into the control panel,
including operating system)
• Modem (analogue, ISDN, GSM)
Customer Requirements
• Modem (analogue, ISDN, GSM) in the customers PC
• Public telephone connection with connection port for the DIA.NE WIN – Server (in the control panel)
including over-voltage protection corresponding to the local telecommunication regulations.
• Public telephone connection with connection port for the customer’s PC corresponding to the local
telecommunication regulations.
2.) LAN
Site - Customer connection via a local network.

23/29
Scope of supply
• Ethernet – Network card (10/100 BASE T)
• Ethernet – Network card (10/100 BASE T)
• Ethernet – Cabling between the DIA.NE WIN – Server the customers PC.
3.) Internet
Site – Customer connection via secure Internet access
See comments under Technical instruction TI 2300 - 0006
Scope of Supply
• Ethernet–Network card (10/100 BASE T)
• Firewall–Appliance with connection feasibility to a customer network with a maximum of 10 Hosts
(Installation and service by GE Jenbacher; during warranty period included, afterwards as a service
package with costs) (built into the control panel)
• Feature – service package (access monitoring, clock synchronization for server)
• Broad band Internet access with at least two official IP addresses.
Connection feasibility for the Firewall–Appliance to the Internet–Router via Ethernet
(RJ45 Connector, Network Address Translation (NAT) is not permitted)
Applications
1.) DIA.NE WIN

DIA.NE WIN is the Windows based „man-machine interface“ for GE Jenbacher gas engines. The system
offers extensive facilities for commissioning, monitoring, servicing and analysis of the site. The option
DIA.NE WIN extends the visualization of DIA.NE XT with respect to user friendliness, historical analysis
and remote use. Several service stations can be independently operated in parallel. The system consists
of a central PC (DIA.NE WIN – Server) which is built in to the control panel and one or more service
stations (DIA.NE WIN – Clients). The system runs on a Microsoft Internet Explorer platform.
Function
Service and monitoring, trend analysis, alarm management, parameter management, long-term data
analysis, multi-user system, remote control, OPC (OLE for process control), print and export functions,
operating data protocols, available in several languages.
Scope of supply
• Software package DIA.NE WIN on the DIA.NE WIN – Server
• DIA.NE WIN – Client License (Right to access of the user to the server on site)
Customer requirements
• Standard PC with keyboard, mouse and monitor (min. resolution 1024*768)

24/29
• 120 V supply for the customers’ PC
• Operating system Windows 98, Windows NT, Windows 2000 or Windows XP
• Microsoft Internet Explorer (min. Version 6.0) including Java support
2.) DIA.NE RMC (Option)

DIA.NE RMC (Remote Message Control) is the automatic alarm system for DIA.NE XT. DIA.NE RMC can
fully automatically transmit essential operational information from the DIA.NE XT Alarm Management to a
remote station. The messages can be forwarded to an e-mail address, fax machine or mobile phone
(SMS). Furthermore the stored messages can be visualized at the remote station. The system consists of
a central PC (DIA.NE WIN – Server) which is built into the control panel and one or more customer
remote stations.
Function
Automatically transfer of messages to the customer via email, fax or SMS. Display and printing of the
messages (also distributed via LAN). Automatically and manually transfer of messages, trend data and
operating data protocols.
Scope of supply
• Software package DIA.NE message on the DIA.NE WIN – Server
• Software package DIA.NE control and DIA.NE report on the remote station
Only for connection method “Internet”:
• Firewall–Appliance for customer computer with connection feasibility to a customer network with a
maximum of 10 Hosts (Installation and service by GE Jenbacher; during warranty period included,
afterwards as a service package with costs)
Customer requirements
• Standard PC with keyboard, mouse and monitor (min. resolution 1024*768)
• 120 V supply for the customers’ computer.
• Operating system Windows 2000 (Professional and Server), Windows XP Professional or
Windows Server 2003.
• Internet connection (provider account) for the case that messages from the RMC should be forwarded
to an email receiver (incl. SMS for mobiles and pagers). (Mobiles and pagers to be provided by the
customer).
• Customer fax software for message forwarding via fax
Only for connection method “Internet”:
• Broad band Internet access with at least two official IP addresses.
Connection feasibility for the Firewall–Appliance to the Internet–Router via Ethernet
(RJ45 Connector, Network Address Translation (NAT) is not permitted)
1.20.01 Starting system

Starter battery:
2 x 2 piece Pb battery with 12 cells, 2 x 12 V, 400 Ah (according to DIN 72311), complete with cover
plate, terminals and acid tester.
Battery voltage monitoring:

Monitoring by an under voltage relay.
Battery charging equipment:

25/29
Capable for charging the starter battery with I/U characteristic and for the supply of all connected D.C.
consumers.
Charging device is mounted inside of the module interface panel or module control panel.
• General data:
• Power supply 3 x 320 - 550 V, 47 - 63 Hz
• max. power consumption 2120 W
• Nominal D.C. voltage 24 V(+/-1%)
• Voltage setting range 24V to 28,8V ( adjustable)
• Nominal current (max.) 2 x 40 A
• Dimensions ca. 10 x 5 x 5 inch (240 x 125 x 125 mm)
• Degree of protection IP20 to IEC 529
• Operating temperature 32 °F – 140 °F (0 °C - 60 °C)
• Protection class 1
• Humidity class 3K3, no condensation.
• Natural air convection
• Standards EN60950,EN50178
UL/cUL (UL508/CSA 22.2)
Signalling:
Green Led: Output voltage > 20,5V
Yellow Led: Overload, Output Voltage < 20,5V
Red Led: shutdown
Control accumulator:
• Pb battery 24 VDC/18 Ah
1.20.03 Electric jacket water preheating

Installed in the jacket water cooling circuit, consisting of:
• Heating elements
• Water circulating pump
The jacket water temperature of a stopped engine is maintained between 133 °F (56°C) and 140°F
(60°C), to allow for immediate loading after engine start.
2.00 Electrical equipment

Totally enclosed floor mounted sheet steel cubicle with front door wired to terminals. Ready to operate,
with cable entry at bottom. Naturally ventilated.
Protection: IP 40 external, NEMA 12

IP 10 internal (protection against direct contact with live parts)
Design according to EN 60439-1 / IEC 60439-1 and ISO 8528-4.

Ambient temperature 41 - 104 °F (5 - 40 °C), 70 % Relative humidity
Standard painting: Panel: RAL 7035

Pedestal: RAL 7020

26/29
2.02 Grid monitoring device
Function:
For immediate disconnection of the generator from the grid in case of grid failures.
Consisting of:
• High/low voltage monitoring
• High/low frequency monitoring
• Specially adjustable independent time for voltage and frequency monitoring
• Vector jump monitoring or df/dt monitoring for immediate disconnection of the generator from the grid
for example at short interruptions
• Indication of all reference dimensions and adjustable parameters for normal operation and at the case
of disturbance over LCD and LED
• Adjusting authority through password protection against adjusting of strangers
Scope of supply:
Digital grid protecting relay with storage of defect data, indication of reference dimensions as well as
monitoring by itself.
The 3 x 400/100 V voltage signal must be made available by the customer to the GE JENBACHER
terminal strip.
4.00 Delivery, installation and commissioning

4.01 Carriage
Ex works GE JENBACHER
4.02 Unloading
Unloading, moving of equipment to point of installation, mounting and adjustment of delivered equipment
on intended foundations is not included in GE Jenbacher scope of supply.
4.03 Assembly and installation

Assembly and installation of all GE Jenbacher -components is not included in GE Jenbacher scope of
supply.
4.04 Storage
The customer is responsible for secure and appropriate storage of all delivered equipment.
4.05 Start-up and commissioning

Start-up and commissioning with the GE Jenbacher start-up and commissioning checklist must be
ordered separately.
4.06 Trial run

After start-up and commissioning, the plant will be tested in an 8-hour trial run. The operating personnel
will be introduced simultaneously to basic operating procedures.
4.07 Emission measurement (exhaust gas analyser)

Emission measurement by GE Jenbacher personnel, to verify that the guaranteed toxic agent emissions
have been achieved (costs for measurement by an independent agency will be an extra charge).

27/29
5.02 Factory tests and inspections
The individual module components shall undergo the following tests and inspections:
5.02.01 Engine tests

Carried out as combined Engine- and Module test according to DIN ISO 3046 at GE Jenbacher test
bench. The following tests are made at 100%, 75% and 50% load, and the results are reported in a test
certificate:
• Engine output
• Fuel consumption
• Jacket water temperatures
• Lube oil pressure
• Lube oil temperatures
• Boost pressure
• Exhaust gas temperatures, for each cylinder
5.02.02 Generator tests

Carried out on the premises of the generator supplier.
5.02.03 Module tests

The engine will be tested with natural gas (Russian Natural gas with methane number 94). The technical
data according to the specification can only be demonstrated to a certain extent with the available natural
gas.
Carried out as combined Engine- and Module test commonly with module control panel at GE Jenbacher
test bench, according to ISO 8528, DIN 6280. The following tests are made and the results are reported
in a test certificate:
Visual inspection of scope of supply per specifications.
• Functional tests per technical specification of control system.
• Starting in manual and automatic mode of operation
• Power control in manual and automatic mode of operation
• Function of all safety systems on module
• Measurements at 100%, 75% and 50% load:
• Frequency
• Voltage
• Current
• Generator output
• Power factor
• Fuel consumption
• Lube oil pressure
• Jacket water temperature
• Boost pressure
• Mixture temperature
• Exhaust emission (NOx)
The module test for operating frequenzy 50 Hz and 6,3-6,6kV / 10,5kV-11kV will be carried out with the
original generator, except it is not possible because of the delivery date. Then a test generator will be
used for the module test.
To prove characteristics of the above components, which are not tested on the test bench by GE
JENBACHER, the manufacturers’ certificate will be provided.

28/29
5.03 Documentation
Preliminary documentation 60 days after receipt of a technically and commercially clarified order:
• Module drawing 1)
• Technical diagram 1)
• Drawing of control panel 3)
• List of electrical interfaces 2)
• Technical specification of control system 2)
• Technical drawing auxiliaries (if included in GE Jenbacher-limit of delivery) 1)
At delivery:
• Wiring diagrams 3)
• Cable list 3)
At start-up and commissioning (or on clients request):

• Operating and maintenance manual 4)
• Spare parts manual 4)
• Operation report log 4)
Available Languages
1) DEU, GBR
2) DEU, GBR, FRA, ITA, ESP
3) DEU, GBR, FRA, ITA, ESP, NLD, HUN, RUS, POL, TUR, CZE
4) DEU, GBR, FRA, ITA, ESP, NLD, HUN, RUS, POL, TUR, CZE, SLOWEN, SLOWAK, SERB,
SCHWED, ROM, PRT, NORWEG, LITAU, LETT, BULGAR, CHINA, DNK, ESTN, FIN, GRC, KROAT

29/29
APPENDIX B
Appendix B: CHP Unit 2 Equipment Drawings
Drawing Index
Drawing Name Description

Exhaust Purifier Sequence (to scale) Exhaust Purifier Sequence (to scale)
PID Complete Thermal Schematic Around Engine
Site plan of entire greenhouse complex
Site Plan
showing location of Co-gen 2
Top view Co-gen 2 include plumbing Plan View with Plumbing
Plan View Schematic with Hot Water and
CEC grant map HNL Layout
Instrumentation
COdiNox Housing Drawing COdiNox Housing Drawing
Different views Co-gen 2 include plumbing 3 Views including Isometric
Electrical Drawings Electrical Drawings
Engine and Enclosure Plan View
Engine P&ID Piping and Instrumentation Diagram
REVISIONS BY
PRELIMINARY 1 06/20/12 JC
ENGINE EXHAUST FLOW
THERMAL DESIGN 676°/104° F.
9,897,000 BTU/HR.
10,594 CFM (DRY), 9,512 CFM (WET)
100° F.
JWMV
EXHAUST 13
JWPR
JWPI JWPI
JWMV 1 Set to Alarm JWAV
7 7 @ 40 PSIG
Pressure
14 Regulator
7
G G PS
Set @50 PSIG
ICW SUPPLY
JWMV
60 PSIG 12
N.O.
3/4" JWPRV 3/4"
Back flow
73.4° F. Preventer JWPS 3
1
EHRC-II JWBFP
1 LOW PRESSURE
EXHAUST HEAT (2) SEE DRAWING PID4
SHUTDOWN
RECOVERY CONDENSER CHARGING VALVE
103.5° F. SET TO 50 PSIG
JWET
1
105 GALLON VERTICAL
EXHAUST JWMV
PRESSURIZED EXPANSION TANK
676° F. WITH RUBBER BLADDER 13
248° F. JWAV JWTI

2 JWPRV 6
JWPI JWV
2 JWTP JWMV TO P-100 TT
6 8
8 12 147
JWEJ
G T
POC
6 DRN DRN 430.6 GPM 6" 203° F.
1/2"
TO GREENHOUSE
6" DRN 6" 203.0° F.
EHRC-I JWMV DRN
JWAS JWMV
EXHAUST HEAT 9
JWAV JWTI 1 11
RECOVERY COOLER 1 5
JWPI JWV
JWTP
5 7
5 6" 5"
6"
JWEJ JWMV
G DRN
POC
5 DRN 10
6" 176.7° F.
JWMV DRN
1/2" T JWMV 6"
COMPLETION
8
6
TT JWMV 0-500 GPM
CENTRAL PLANT
3 5 4-20mA
AVERAGE FLUID TEMPERATURE 189.9° F. JWFM JWV
HOUWELING NURSERY
XXXX 5" FT
1 5
176.7° F.
JWPF
JWHB TURBINE
1
1 5" 6"
110 P/GAL.
676° F. JWMV 20" CLEAR 40" CLEAR
EXHAUST 7
ENGINE GENERATOR #1
GE JENBACHER. #JMS-624
4,321 KW, 12,470 VAC, 3Ø, .80 PF, 226 FLA
6,023 BHP @ 77 F. AMBIENT, 13.8 KAIC
JACKET WATER LOOP; DESIGN 162.2 LWT/210 MAX.
DESIGN 5,477,000 BTU/HR., 277 GPM, 127.7 F./162.2 F.
INTERCOOLER LUBE OIL ENGINE
SEE DRAWING # PID-4

ND-HT COOLER JACKET
4,484 MBTU/Hr 1,511 MBTU/Hr 1,904 MBTU/Hr 6"
SET @ 50 PSIG
140° F. JWPRV
POC JWTI
POC JWPI
1 JWTP 1 JWV
4" 5" JWMV
1 1
1
JWEJ TT JWEJ 1
104.0° F.
2 1/2" 141 1 G
TO TT-147 DRN
PHONE (760) 599-0086
FAX (760) 599-1815
2416 CADES WAY

VISTA, CA 92083
CONTROL TECHNOLOGY
T
1/2" 6"
P 277 GPM DRN
T 176.7° F.
100 3 WAY JWCV
JWTI 1 1
JWPI JWV TT 5"
2 JWTP
2 JWMV 2 1
2
2
G
5"
2 5" 77.0° F.
1 3 FROM GREENHOUSE
350 GPM Date 12/29/11
5" DRN
4" 6"
1 Scale N/A
4" NOTE: -ALL PIPING DRAINS SHALL HAVE 3/4"
MALE HOSE CONNECTION WITH CAP. Drawn JB
-INSULATION SHALL BE 2", COVERED
Job 11067
ENGINE GS-1 (TYPICAL OF GS-2 & GS-3); HOT WATER LOOP PROCESS DIAGRAM #1 WITH COLORED PVC JACKET.
Sheet 3
TREATED WATER; MAXIMUM OPERATING PRESSURE 80 PSIG, MINIMUM 40 PSIG This drawing is proprietary and cannot be
SCHEDULE 40-CARBON STEEL; DESIGN CLASS 150 @ 250° F. reproduced or copied, in any form, without PID-3
expressed permission, in writing, from
CONTROL TECHNOLOGY. Of 11 Sheets
0 1 2 3 4 5 6 7 8 9
HUG ENGINEERING
Im Geren 14
8352 Elsau
Schweiz
Tel.: +41 (0)52 368 20 20

Fax: +41 (0)52 368 20 10
Electrical Diagram
Equipment : SER COdiNOx3 (UL Vers.)
El. Diagram Number : SER_111u1_A-8835_b
Responsible : MAL Power Supply : 230V / 10A
Last Modification : 23.01.13 Power Supply Line : L + N + PE / 1.5mm2
Last Modified by : DOF Control Voltage : 24VDC
Last Page : 84
Number of Pages : 23
Location :
Installation :
2
Urspr. 04.05.06 =
Cover Sheet SER_111u1_A-8835_b
Bearb. 04.05.06 +
Name MIG SER COdiNOx3 (UL Vers.) Bl. 1

nderung Datum Name Norm Urspr. Ers.f. Ers.d. 84 Bl.
0 1 2 3 4 5 6 7 8 9
Page Page Title Date Drawn
1 Cover Sheet 04.05.06 MIG
2 Page Index 23.01.13 MAL
3 Information 04.05.06 MIG
4 Terminalblocks 13.03.12 MAL
10 Main Power Supply Compressor, Air Conditioner 28.02.07 MIG
11 230V Drives 16.07.09 MIG
20 24VDC Power Supply 15.03.12 MAL
21 Peltier Cooler 28.01.09 MIG
30 PLC Power Supply 13.03.12 MIG
36 Feed Forward 13.03.12 BEN
40 Module 1 Dig. Inputs 0.0..0.7 13.03.12 MIG
41 Module 1 Dig. Inputs 1.0..1.7 13.03.12 MIG
50 Module 2 Dig. Outputs 0.0..0.7 13.03.12 MIG
60 Module 0 (extension) Analogue Inputs 17.01.13 MAL
61 Module 1 (extension) Analogue Inputs 17.01.13 MAL
62 Module 3 (extension) Analogue Outputs 23.01.13 DOFR
80 230VAC Connections Cable Plan 27.03.07 BEN
81 24V Connections Cable Plan 27.03.07 BEN
82 24V Connections Cable Plan 13.05.09 BEN
83 Analogue Signals Cable Plan 13.03.12 MAL
84 Feed Forward Cable Plan 14.05.09 BEN
1 3
Urspr. 04.05.06 =
Page Index SER_111u1_A-8835_b
Bearb. 23.01.13 +
Name MAL SER COdiNOx3 (UL Vers.) Bl. 2

0 1 2 3 4 5 6 7 8 9
Wire Colour Definition Options
green-yellow protective earth / ground
black load circuit
red control voltage AC
light blue neutral AC
violet control voltage 24VDC
dark blue control voltage 0VDC
white analogue signal
orange external voltage
Drahtfarben Optionen
grn-gelb Schutzleiter / Erde
schwarz Laststromkreise
rot Steuerspannung AC
hellblau Neutralleiter
violett Steuerspannung 24VDC
dunkelblau Steuerspannung 0VDC
weiss Analogsignal
orange Fremdspannung
2 4
Urspr. 04.05.06 =
Information SER_111u1_A-8835_b
Bearb. 04.05.06 +

0 1 2 3 4 5 6 7 8 9
Terminalblocks Klemmenleisten
X10 Feed in X10 Einspeisung
X11 230V local X11 230V lokal
X12 230V remote X12 230V entfernt
X13 230V swivel plate bottom X13 230V Schwenkplatte unten
X14 230V swivel plate top X14 230V Schwenkplatte oben
X20 0V distribution X20 0V-Verteilung
X21 24V distribution X21 24V-Verteilung
X22 24V digital input signals X22 24V Digitaleing„nge
X23 24V digital output signals X23 24V Digitalausg„nge
X24 24V dig. outputs swivel plate X24 24V Digitalausg„nge Schwenkplatte
X25 24V distribution swivel plate X25 24V-Verteilung Schwenkplatte
X26 peltier cooler with fan X26 Peltier-Khler mit Ventilator
X30 analogue input signals X30 Analogeing„nge
X31 analogue output signals X31 Analogausg„nge
X40 potential free contacts X40 potentialfreie Kontakte
X50 feed forward X50 St”rgr”ssenaufschaltung
3 10
Urspr. 04.05.06 =
Terminalblocks SER_111u1_A-8835_b
Bearb. 13.03.12 +

0 1 2 3 4 5 6 7 8 9
L1 /11.0
N /11.0
1 3 1 3
F102 F104
2 4 2 4
4A 4A
12 14
K501
50.1
11
PE /11.0
PE
X10 L1 L2/N PE X11 1 2 4
U V W A104
230V 50/60Hz
L1 N PE
M102
M
min. 10A 1.5mm2 3
0.35kW
3.9A
~
PE
Feed in Compressor Cooling Unit
Einspeisung Kompressor Schrank-Klimager„t
4 11
Urspr. 04.05.06 =
Main Power Supply SER_111u1_A-8835_b
Bearb. 28.02.07 +
Compressor, Air Conditioner
0 1 2 3 4 5 6 7 8 9
10.9/ L1
10.9/ N
1 3
F111
2 4
4A
L11 /20.0
N11 /20.0
12 14 12 14 12 14 12 14 12 14 12 14
K502 K507 K503 K504 K505 K506
50.2 50.7 50.3 50.4 50.5 50.6
11 11 11 11 11 11
PE /20.0
12 14
K508
50.8
11
10.9/ PE
X12 1 2 3 4 5 6 7 X13 1 2 3 X14 1 2 7 3 4 7 5 6 8
M115 M M116 M M117 M M118 M M119 M

X5 X4
~ ~ ~ ~ ~
1 2 3 1 2 3 4 5
Reaktionsmitteltank
C113
Reactant Tank
0.27uF
Dosing Box
L N rd ye bl
Dosierbox
M111 M M113
M
3
~ ~
PE
Booster Pump Injector Drive Condensate Condensate Sampling Gas Sampling Gas Purge Gas
Pump 1 Pump 2 Pump Control Pump Emission Pump
Vorlaufpumpe Dsenantrieb Kondensatpumpe 1 Kondensatpumpe 2 Messgaspumpe Messgaspumpe Splgaspumpe

Regelung Emissionsmessung
10 20
Urspr. 04.05.06 =
230V Drives SER_111u1_A-8835_b
Bearb. 16.07.09 +

0 1 2 3 4 5 6 7 8 9
11.3/ L11
11.3/ N11
11.9/ PE PE /36.5
G201 L N
PE
24V
100W
V+ V-
X20
0V1
0V2
0V3
0V4
0V5
0V6
0V7
0V8
0V9
0V10
0V11
0V12
0V13
0V15
30.3/
30.2/
30.3/
30.4/
30.5/
50.0/
51.7/
52.5/
41.0/
30.6/
60.6/
36.0/
30.7/
62.1/
X21 X25
24V1
24V2
24V3
24V4
24V5
24V6
24V7
24V8
24V20
24V21
30.2/
30.2/
40.0/
41.4/
41.5/
21.1/
36.0/
30.8/
41.7/
60.0/
24VDC Power Supply
24VDC Speisung
11 21
Urspr. 04.05.06 =
24VDC Power Supply SER_111u1_A-8835_b
Bearb. 15.03.12 +

0 1 2 3 4 5 6 7 8 9
/51.1
/51.1
K511_A1
K511_A2
A1 A2
K511
24VDC/3A
11 14
20.2/ 24V6
52.9/ 0V609
X26 1 2
A211
TEM+ TEM- F+ F-
Peltier Cooler
with Fan
Peltier-Khler
mit Ventilator
20 30
Urspr. 04.05.06 =
Peltier Cooler SER_111u1_A-8835_b
Bearb. 28.01.09 +

0 1 2 3 4 5 6 7 8 9
0V10 /20.3
0V13 /20.4
24V8 /20.3
0V2 /20.2
0V3 /20.2
0V4 /20.2
0V5 /20.2
A300 A305
0 1 2 3 0 1 2 3
Batt. Module
M1
M2
PCD3.R600
PCD3.E165
PCD3.A465
PCD3.A400
PCD3.W340
PCD3.W340
PCD3.W610
Run
16
17 16 8 8
19 17 9 9 9 9
Stop
Com/PGU S-Net/MPI
USB Ethernet
24V
GND
INT1
INT0
/D
WD
WD
PE
PE
D
Saia PCD3.M5547 Saia PCD3.C100
1.5mm2 to Chassis 1.5mm2 to Chassis

1.5mm2 auf Geh„use 1.5mm2 auf Geh„use
24V2
24V1
20.2/ 0V1
20.1/
20.1/
RS485/+ /36.0
RS485/- /36.0
21 36
Urspr. 04.05.06 =
PLC Power Supply SER_111u1_A-8835_b
Bearb. 13.03.12 +

0 1 2 3 4 5 6 7 8 9
20.2/ 24V7
20.4/ 0V12
30.3/ RS485/+
30.3/ RS485/- 20.3/ PE
+ - S Lo Grd Hi + - X50 1 2 3 4 5/PE
A361
RS485 CAN 24VDC
Jumper Jumper
220Ohm 120Ohm
RS232
Terminal
Box
X164 1 2 3 4 5
R366
120 Ohm
X165 1 2 3 4 5
B365
24V 0V CAN CAN

Low high
Sensor
Gateway for feed forward Raw gas NOx sensor
Schnittstelle fr Rohgas NOx - Sensor

St”rgr”ssenaufschaltung
30 40
Urspr. 04.05.06 =
Feed Forward SER_111u1_A-8835_b
Bearb. 13.03.12 +
Name BEN SER COdiNOx3 (UL Vers.) Bl. 36

0 1 2 3 4 5 6 7 8 9
Module 1
PCD3.E165
0 1 2 3 4 5 6 7
I0.0 I0.1 I0.2 I0.3 I0.4 I0.5 I0.6 I0.7
Brcke wenn nicht verwendet

jumper if not used
20.2/ 24V3 24V3 /41.0
X22 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16
A102 A102
X 61 X 62 X 61 X 62 X5 10 11 X4 12 13
B407 B408 P
2
Engine Control / Climate Computer Temperature Temperature Reactant Tank Dosing Box
Motorsteuerung / Klimacomputer Monitoring SCR Monitoring Oxi-Box Reaktionsmitteltank Dosierbox
Enable Signal Engine Running Load Curve 2 CO2-Request Temperature Temperature Reactant Tank Air Pressure
Selected SCR OK Oxi-Box OK Level OK Dosing Box OK
Freigabesignal Motor l„uft Lastkurve 2 CO2-Anforderung Temperatur Temperatur Reaktionsmittel- Luftdruck

angew„hlt SCR i.o. Oxi-Box i.o. tankniveau i.O. Dosierbox i.O.
36 41
Urspr. 04.05.06 =
Module 1 SER_111u1_A-8835_b
Bearb. 13.03.12 +
Dig. Inputs 0.0..0.7
0 1 2 3 4 5 6 7 8 9
Module 1
PCD3.E165
8 9 10 11 12 13 14 15
I1.0 I1.1 I1.2 I1.3 I1.4 I1.5 I1.6 I1.7
24V20 /20.5
24V4 /20.2
24V5 /20.2
13 13 3 3
B414 S415 S416 B417 P B418 P

14 14 1 1
40.9/ 24V3 24V3 /60.3
20.3/ 0V9 0V9 /52.1
X22 17 18 21 19 20 22 23 24
X4 14 15 16
R411
1.3k
Ohm 2
B411
+ -
FQ Engine Control
Motorsteuerung
Dosing Box
Dosierbox
Digmesa CO2-Release Ethene OK Temperature Con- System Alarm Ack- Pressure Pressure
Flow Meter Monitoring trol Cabinet OK On / Off nowledge Path 1 Path 2
Digmesa CO2 Freigabe Ethen OK Temperatur System Ein / Aus St”rung Druck Pfad 1 Druck Pfad 2
Durchflussmesser šberwachung Steuerung i.O. quittieren
40 50
Urspr. 04.05.06 =
Bearb. 13.03.12 +
Dig. Inputs 1.0..1.7
0 1 2 3 4 5 6 7 8 9
Module 2
PCD3.A465
0 1 2 3 4 5 6 7
Q0.0 Q0.1 Q0.2 Q0.3 Q0.4 Q0.5 Q0.6 Q0.7
A1 A1 A1 A1 A1 A1 A1 A1
K501 K502 K503 K504 K505 K506 K507 K508

A2 A2 A2 A2 A2 A2 A2 A2
24V 24V 24V 24V 24V 24V 24V 24V
20.3/ 0V6 0V6 /51.0
14 14 14 14 14 14 14 14
12 11 10.2 12 11 11.1 12 11 11.5 12 11 11.7 12 11 11.8 12 11 11.9 12 11 11.3 12 11 11.3
Compressor Booster Pump Condensate Gas Pump Gas Pump Purge Gas Injector Drive Injector Drive
Off Pumps Control Path Emission Path Pump Turn Turn to Inject
Verdichter aus Vorlaufpumpe Kondensatpumpen Messgaspumpe Messgaspumpe Splgaspumpe Drehantrieb Drehantrieb Dse
Regelung Emission Dse drehen drehen nach Eindsen
41 51
Urspr. 04.05.06 =
Bearb. 13.03.12 +
Dig. Outputs 0.0..0.7
0 1 2 3 4 5 6 7 8 9
Module 2
PCD3.A465
8 9 10 11 12 13 14 15
Q1.0 Q1.1 Q1.2 Q1.3 Q1.4 Q1.5 Q1.6 Q1.7
K511_A1
21.2/
/21.2
K511_A2
A1 A1 A1 A1
K512 K514 K515 K516 H513 H514

A2 A2 A2 A2
24V 24V 24V 24V green red
grn rot
50.9/ 0V6 20.3/ 0V7
12 14 12 14 12 14 12 14
K512 K514 K515 K516
.2 .4 .5 .6
11 11 11 11
X40 1 2 5 6 7 8 9 10
14 14 14 14
12 11 .2 12 11 .4 12 11 .5 12 11 .6
Peltier System OK Spare CO2-Release Coditheen- No Common System on Alarm

Cooler No Alarm Release Warning
Peltier-Khler System i.O. Reserve CO2-Freigabe Coditheen Freigabe keine System ein St”rung
keine St”rung Sammelwarnung
50 52
Urspr. 04.05.06 =
Bearb. 13.03.12 +
0 1 2 3 4 5 6 7 8 9
Module 3
PCD3.A400
0 1 2 3 4 5 6 7
Q2.0 Q2.1 Q2.2 Q2.3 Q2.4 Q2.5 Q2.6 Q2.7
X24 1 3 5 7
Y525 Y526 Y527 Y528
X24 2 4 6 8
20.3/ 0V8 0V609 /21.1
41.4/ 0V9
X23 1 2 3 4
X4 10 11
Y521
Dosing Box
Dosierbox
Dosing Valve Spare Spare Spare Valve Path 1 Valve Path 2 Valve Emission Valve Emission
Measuring Path
Dosierventil Reserve Reserve Reserve Ventil Pfad 1 Ventil Pfad 2 Ventil Emissions- Ventil Emissionspfad
messung
51 60
Urspr. 04.05.06 =
Bearb. 13.03.12 +
0 1 2 3 4 5 6 7 8 9
Module 0 (extension)
PCD3.W340
0 1 2 3 4 5 6 7 8
IW256 IW258 IW260 IW262 IW264 IW266 IW268 IW270 COM
20.6/ 24V21 24V602 /61.0
+ +
B601 B602
4..20mA 4..20mA
- -
0V11 /20.4
41.4/ 24V3 24V3
X30 1 2 3 4 5 6 7 8 9 10
+ + + - -
B603 B604 B605 4..20mA 4..20mA B608
4..20mA 4..20mA 4..20mA
- - - + +
Converter Engine Control / Climate Computer

Reaktor Motorsteuerung / Klimacomputer
NO Cell 1 NO Cell 2 Pressure across Temperature Temperature CO2-Signal Load Signal Temperature
Converter after Oxi-Box after Converter Peltier Cooler
NO-Zelle 1 NO-Zelle 2 Druck ber Temperatur Temperatur CO2-Signal Lastsignal Temperatur

Reaktor nach Oxi-Box nach Reaktor Peltier-Khler
52 61
Urspr. 04.05.06 =
Module 0 (extension) SER_111u1_A-8835_b
Bearb. 17.01.13 +
Analogue Inputs
0 1 2 3 4 5 6 7 8 9
PCD3.W340
0 1 2 3 4 5 6 7
IW272 IW274 IW276 IW278 IW280 IW282 IW284 IW286
60.2/ 24V602
+ +
B611 B612
4..20mA 4..20mA
- -
NO2 Cell 1 NO2 Cell 2 Spare Spare Spare Spare Spare Spare
NO2-Zelle 1 NO2-Zelle 2 Reserve Reserve Reserve Reserve Reserve Reserve
60 62
Urspr. 04.05.06 =
Bearb. 17.01.13 +
Analogue Inputs
0 1 2 3 4 5 6 7 8 9
PCD3.W610
0 1 2 3 4 5 6 7
QW264 - QW266 - QW268 - QW270 -
20.4/ 0V15
X31 1 2 3 4 5 6 7 8
Customer system Customer system
Analogous signal: Analogous signal:

Temperature after Urea consumption
Oxi-Box 4-20mA = 0-20liter
4-20mA = 0-1000øC
Kundensystem Kundensystem
Analogsignal: Analogsignal:
Temperatur nach Harnstoffverbrauch
Oxi-Box 4-20mA = 0-20Liter
4-20mA = 0-1000øC
Analogue output Res1 Analogue output Res2 Analogue output Analogue output
4 - 20 mA 4 - 20 mA 4 - 20 mA 4 - 20 mA
Temperature after Oxi-Box Urea consumption
Analogausgang Res1 Analogausgang Res2 Analogausgang 1 Analogausgang 2

4 - 20 mA 4 - 20 mA 4 - 20 mA 4 - 20 mA
61 Temperatur nach Oxi-Box Harnstoffverbrauch 80

Urspr. 04.05.06 =
Bearb. 23.01.13 +
Analogue Outputs
Name DOFR SER COdiNOx3 (UL Vers.) Bl. 62
0 1 2 3 4 5 6 7 8 9
Terminals Control Cabinet / Klemmen Schaltschrank
X12:3/PE
X12:7/PE
X12:2/N
X12:6/N
X10:L1
X10:PE
X10:N
X12:1
X12:4
X12:5
1 2 PE 1 2 PE 1 2 3 PE
3 x 1.5mm2
4 x 1.5mm2
3 x 2.5mm2
1 2 PE 1 2 PE 1 2 3 PE
X4:5/PE
X4:4/N
X5:1
X5:2
X5:3
X4:1
X4:3
Fuse Panel Reactant Tank Dosing Box
Customer Booster Pump Injector Drive
Sicherungs- Reaktionsmitteltank Dosierbox

tableau Kunde Vorlaufpumpe Drehantrieb
62 81
Urspr. 04.05.06 =
230VAC Connections SER_111u1_A-8835_b
Bearb. 27.03.07 +
Cable Plan
0 1 2 3 4 5 6 7 8 9
X22:17
X22:18
X22:21
X22:15
X22:16
X22:7
X22:8
X23:1
X23:2
X22:1
X22:2
X22:3
X22:4
X22:5
X22:6
1 2 3 4 1 2 3 1 2 1 2 1 2 1 2
2 x 0.75mm2
2 x 0.75mm2
2 x 0.75mm2
2 x 0.75mm2
3 x 0.75mm2
4 x 0.75mm2
1 2 3 4 1 2 3 1 2 1 2 1 2 1 2
X4:14
X4:15
X4:16
X4:10
X4:11
X4:12
X4:13
Dosing Box Dosing Box Engine Control Engine Control Engine Control Engine Control
Valve, Pressure Switch Flow Meter Enable Signal Engine Running Load Curve 2 CO2-Request
Dosierbox Dosierbox Motorsteuerung Motorsteuerung Motorsteuerung Motorsteuerung

Ventil, Druckschalter Durchflussmesser Freigabesignal Motor l„uft Lastkurve 2 CO2-Anforderung
Bridge if
not used
Brcke wenn
nicht verwendet
80 82
Urspr. 04.05.06 =
24V Connections SER_111u1_A-8835_b
Bearb. 27.03.07 +
Cable Plan
0 1 2 3 4 5 6 7 8 9
X22:13
X22:14
X40:10
X22:10
X22:11
X22:12
X40:7
X40:8
X40:9
X40:5
X40:6
X22:9
X40:1
X40:2
1 2 1 2 1 2 1 2 1 2 1 2 1 2
2 x 0.75mm2
2 x 0.75mm2
2 x 0.75mm2
2 x 0.75mm2
2 x 0.75mm2
2 x 0.75mm2
2 x 0.75mm2
1 2 1 2 1 2 1 2 1 2 1 2 1 2
A102:X61
A102:X62
A102:X61
A102:X62
X5:10
X5:11
Temperature Temperature Reactant Tank Engine Control Engine Control Engine Control Engine Control
Monitoring OXI-Box Monitoring SCR Level Switch System OK CO2-Release Coditheen-Release No Common Warning
Temperatur- Temperatur- Reaktionsmittel- Motorsteuerung Motorsteuerung Motorsteuerung Motorsteuerung

berwachung OXI-Box berwachung SCR niveauschalter System i.o. CO2-Freigabe Coditheen-Freigabe Keine Sammelwarnung
81 83
Urspr. 04.05.06 =
24V Connections SER_111u1_A-8835_b
Bearb. 13.05.09 +
Cable Plan
0 1 2 3 4 5 6 7 8 9
X30:10
X30:10
X31:1
X31:2
X31:3
X31:4
X31:5
X31:6
X31:7
X31:8
X30:5
X30:6
X30:9
X30:1
X30:2
X30:3
X30:4
X30:7
X30:8
X30:9
1 2 1 2 1 2 1 2 1 2 1 2 1 2 3 4 5
2 x 0.75mm2
2 x 0.75mm2
5 x 0.75mm2
2 x 0.75mm2
2 x 0.75mm2
2 x 0.75mm2
2 x 0.75mm2
1 2 3 4 5
1 2 1 2 1 2 1 2 1 2 1 2
B605:+
B605:-
B603:+
B603:-
B604:+
B604:-
P-Sensor Thermocouple Thermocouple Engine Control Engine Control Thermocouple Analogue outputs
Converter after Oxi-Box after Converter CO2-Signal Load-Signal befor Converter
DruckSensor Thermoelement Thermoelement Motorsteuerung Motorsteuerung Thermolelment Analoge Ausg„nge

Reaktor nach Oxi-Box nach Reaktor CO2-Signal Lastsignal vor Reaktor
82 84
Urspr. 04.05.06 =
Analogue Signals SER_111u1_A-8835_b
Bearb. 13.03.12 +
Cable Plan
0 1 2 3 4 5 6 7 8 9
X50:1
X50:2
X50:3
X50:4
1 2 3 4
shielded / abgeschirmt
2 x 2 x 0.75mm2
1 2 3 4
X51:1
X51:2
X51:3
X51:4
Terminalbox
NOx-Sensor
Klemmbox
NOx-Sensor
83
Urspr. 04.05.06 =
Feed Forward SER_111u1_A-8835_b
Bearb. 14.05.09 +
Cable Plan
APPENDIX C
Appendix C: Legal and Regulatory Documents
Index of Agreements
Name Description
Ventura County air Pollution Control District’s
Operating Permit 14_04_08
Permit to Operate
Ventura County air Pollution Control District’s
Authority to Construct 9-21-2011
Authority to Construct
AB 1613 PPA Executed Power Purchase Agreement
Signed Application for Limited Exemption
Application for Limited Exemption from CARB
from ‘Cap and Trade’
Generator Interconnection Agreement Utility Interconnection Agreement
Ventura County 669 County Square Drive tel 805/645-1400 Michael Villegas
Air Pollution Ventura, California 93003 fax 805/645-1444 Air Pollution Control Officer
Control District www.vcapcd.org
PERMIT TO OPERATE
Number 08132
1J
iIJ)1
!lt
Valid July 1, 2014 to June 30, 2015
This Permit Has Been Issued To The Following:
Company Name / Address: Facility Name / Address:
Houweling’s Nurseries Houweling’s Nurseries

645 W. Laguna Rd. 645 W. Laguna Rd.
Camarillo, CA 93012 Camarillo, CA 93012
Permission Is Hereby Granted To Operate The Following:
This permit has been issued pursuant to Rule 35, “Elective Emission
Limits”, and therefore is not subject to Rule 33, “Part 70 Permits”. As
required by Rule 35.B.1, the permit and permitted emissions include
emission units exempt from permit pursuant to Rule 23, “Exemptions From
Permit”
Cogeneration Plant, to provide electricity and heat to tomato growing

operation and electricity to SCE grid; and to provide gaseous carbon
dioxide as “fertilizer” for tomato greenhouses. The engines are
exhausted to the greenhouses or to the atmosphere.
3 - 6023 BHP GE Jenbacher Natural Gas Engines, Model JMS

624-GS-N.L HOl, Lean Burn, 4-Stroke, equipped with a Hug
Engineering Selective Catalytic Reduction (SCR) Unit with urea
injection and oxidation catalyst, each powering a 4.34 MW
generator (Cogens 1, 2, and 3)
Natural Gas Fired Boilers, used for backup heating of greenhouses
4 - 30.3 MMBTU/hr Saskatoon Boilers, Model VWG-1250, Serial

Nos. 2892, 2897, 2909, and 2910, equipped with a Vitotherm
burner, Model VGQI/s-1200/FRQ/M/AF (exempt per Rule 23.J.16 -
agricultural operation)
Emergency Use Diesel Engines, emergency electricity generators for

greenhouses
1 - 2206 BHP Caterpillar Diesel Engine, Model 3512CDITA, Serial

No. EBGOO157, 2007 Model Year, Tier 2, EPA Family Name:
7CPXL58.6T2E, CARB EQ U-R-001-0298-1, emergency electricity
generator, ID “Phase 5&6” (exempt per Rule 23.J.16 agricultural -
operation)
1 - 587 BHP Caterpillar Diesel Engine, Model 3406, Serial No.
4ZR04994, 1999 Model Year, Tier 0, emergency electricity
generator, ID “Phase 3&4” (exempt per Rule 23.J.16 agricultural -
operation)
1 - 587 BHP Caterpillar Diesel Engine, Model 3406, Serial No.
Page 1 08/21/2014
pper
VCAPCD Permit To Operate Number 08132
Issued To Houweling’s Nurseries
4ZR01727, 1996 Model Year, Tier 0, emergency electricity

generator, ID “Phase l&2” (exempt per Rule 23.J.16 - agricultural
operation)
Emergency Use Diesel Engine for facility fire water pump
1 - 73 BHP Clarke Detroit Diesel-Allison Diesel Engine, Model

PDFP-L4YT 2501, Serial No. U734611A, Tier 0, emergency fire water
pump engine.
This Permit Has Been Issued Subject To The Following Conditions:
1. Permitted Emissions Tons/Year Pounds/Hour
Reactive Organics 5.28 3.10

Nitrogen Oxides 10.36 22.59
Particulate Matter 3.76 2.76
Sulfur Oxides 0.28 0.53
Carbon Monoxide 72.59 45.61
Ammonia 4.76 1.47
2. The emissions units that are not exempt are the three 6023 BHP GE
Jenbacher natural gas engines and the one 73 BHP Clarke Detroit
Diesel emergency fire water pump engine. The permitted emissions
for these emissions units are subject to Rule 26, “New Source
Review”. These permitted emissions are:
Tons/Year Pounds/Hour
Reactive Organics 4.93 1.54
Nitrogen Oxides 6.48 2.49
Particulate Matter 3.32 1.06
Sulfur Oxides 0.21 0.07
Carbon Monoxide 62.77 19.60
Ammonia 4.76 1.47
3. The four boilers and three emergency electricity generating diesel

engines are exempt from permit requirements based on Rule 23.J.l6,
which exempts emissions units used exclusively in agricultural
operations with actual emissions that remain below specific
thresholds. The combined permitted emissions (potential emissions
as limited by this permit) for each pollutant are less than each
respective Rule 23.J.16 threshold. The four boilers and three
emergency electricity generating diesel engines are included in
this permit pursuant to Rule 35, “Elective Emission Limits”. The
Rule 35 limits are necessary to demonstrate that the stationary
source does not require a federal Title V operating permit pursuant
to Rule 33, “Part 70 Permits”.
4. Combined natural gas consumption at the three 6023 BHP GE Jenbacher

natural gas engines shall not exceed 722.1 million cubic feet per
year.
In order to comply with this condition, the permittee shall
Page 2 08/21/2014
maintain monthly records of natural gas consumption at the engines.

The monthly records shall be summed for the previous twelve months.
Natural gas consumption totals for any of these rolling twelve
month periods in excess of the specified limit shall be considered
a violation of this condition.
This condition is federally enforceable pursuant to Rule 35,

“Elective Emission Limits”, for demonstrating compliance with the
carbon monoxide and greenhouse gases Title V emission thresholds.
5. Natural gas consumption for the combined use of the four Saskatoon
boilers shall not exceed 97.5 million cubic feet per year. This is
a combined limit for all four boilers and not a limit for an
individual boiler.

maintain monthly records of natural gas consumption at the boilers.
The monthly records shall be summed for the previous twelve months.
Natural gas consumption totals for any of these rolling twelve
month periods in excess of the specified limit shall be considered
a violation of this condition.
This condition is federally-enforceable pursuant to Rule 35 for

demonstrating compliance with the carbon monoxide and greenhouse
gases Title V emission thresholds.
6. Annual hours of operation for each of the four emergency use diesel
engines shall not exceed 50 hours per year for each engine. This
includes the three emergency electricity generating engines and the
emergency fire water pump engine. This limit includes emergency
operation as well as operation for engine maintenance and testing.

maintain monthly records of hours of operation at each diesel
engine as measured by a non-resettable hour meter. The monthly
records shall be summed for the previous twelve months. Hours of
operation for each engine for any of these rolling twelve month
periods in excess of the specified limits shall be considered a
violation of this condition.
This condition is federally-enforceable pursuant to Rule 35 for

demonstrating compliance with the carbon monoxide and greenhouse
gases Title V emission thresholds.
7. The three 6023 BHP GE Jenbacher natural gas engines shall be

operated in compliance with the following emission limits:
a) The emissions of nitrogen oxides (NOx as nitrogen dioxide) from

each engine shall not exceed 5 ppmvd, corrected to 15% oxygen.
This emission limit is applied as BACT and is more stringent
than the Rule 74.9 and the NSPS Subpart JJJJ limits.
b) The emissions of reactive organic compounds (ROC5) from each
engine shall not exceed 11 ppmvd, corrected to 15% oxygen,
Page 3 08/21/2014
measured as methane. This emission limit is applied as BACT and

is more stringent than the Rule 74.9 and the NSPS Subpart JJJJ
limits.
c) The emissions of carbon monoxide (CO) from each engine shall
not exceed 80 ppmvd, corrected to 15% oxygen. This limit is
more stringent than the Rule 74.9 and NSPS Subpart JJJJ limits.
This limit is federally enforceable pursuant to Rule 35,
“Elective Emission Limits”.
d) The emissions of ammonia (NH3) for each engine shall not exceed
10 ppmvd, corrected to 15% oxygen. This limit is applied as
BACT and is more stringent than the Rule 74.9 limit.
In order to comply with this condition, the permittee shall have

each engine’s emissions tested biennially (no less than once every
24 months) as required by Rule 74.9.
8. The SCR Unit inlet temperature at each of the 6023 BHP GE Jenbacher
natural gas engines shall not be less than 360 degrees Celsius when
the unit is operating at normal operating load. In order to comply
with this condition, the permittee shall maintain daily records of
the SCR Unit inlet temperature for each engine.
9. In order to comply with the emission limitations of Condition No.

7, the permittee shall have each engine’s emissions tested no less
than once every 24 months. Testing shall be performed by an
independent contractor at the engine’s expected maximum operating
load in accordance with Rule 74.9.G, which includes California ARB
Method 100 for oxides of nitrogen, carbon monoxide, and stack gas
oxygen; EPA Method 18 or 25 for reactive organic compounds; and
BAQMD Method ST-lB (dated 1/20/82) for ammonia.
10. Prior to conducting any emissions test associated with the biennial
Rule 74.9 engine compliance determination, the permittee shall
notify the APCD Compliance Division. Written notification shall be
received no less than 15 calendar days prior to the test. The
emissions test report and results shall be submitted to the APCD
Compliance Division within 45 days after the test.
11. The 6023 BHP GE Jenbacher engines shall be fired on Public

Utilities Commission-regulated natural gas only. Records shall be
used to substantiate that this is the type of fuel used.
12. The 6023 BHP GE Jenbacher natural gas engines are exempt from 40
CFR Part 63, Subpart ZZZZ, National Emission Standards for
Hazardous Air Pollutants for Stationary Reciprocating Internal
Combustion Engines (RICE NESHAP) because they were constructed on
or after June 12, 2006.
13. The 6023 BHP GE Jenbacher natural gas engines are subject to 40 CFR
Part 60, Subpart JJJJ, Standards of Performance for Stationary
Spark Ignition Internal Combustion Engines. Pursuant to Section
60.4233(e) and Table 1, the emission limits are 60 ppmvd ROC, 82
ppmvd NOx, and 270 ppmvd CO. These emission limits are referenced
Page 4 08/21/2014
at 15% oxygen. Pursuant to Section 60.4243(b), emissions tests for

compliance with theses limits must be conducted every 8,760 hours
of operation or every 3 years, whichever comes first. Testing
shall comply with Section 60.4244. Permittee shall comply with
notification, reporting, and recordkeeping requirements of Section
60.4245.
14. Pursuant to Rule 74.9.C, the permittee shall maintain a District

approved Engine Operator Inspection Plan. The plan shall include a
specific emission inspection procedure to assure that an engine is
operated in continual compliance with the provisions of Rule 74.9.
At a minimum, inspections shall be conducted quarterly unless the
engine operated less than 32 hours in each of the three months of
the applicable quarter, as measured by a non-resettable elapsed
operating hour meter.
Pursuant to Rule 74.9.B.5, a screening analysis of NOx and CO

emissions shall be performed quarterly unless the biennial source
test specified in Subsection B.4 is required, or the engine
operated less than 32 hours in each of the three months of the
applicable quarter, as measured by a non-resettable elapsed
operating hour meter. The screening analyses shall be performed
using a portable analyzer either verified by the Environmental
Protection Agency or approved in writing by the APCO. The portable
analyzer shall be calibrated, maintained and operated in accordance
with the recommendations of the manufacturer.
15. Pursuant to Rule 74.9.E, Recordkeeping Requirements, the permittee

shall maintain an inspection log for each engine containing, at a
minimum, the following data:
a) Identification and location of each engine subject to Rule

74 9.
.
b) Date and results of each screening analysis and inspection and

a summary of any emissions corrective maintenance action taken.
c) Any additional information required by the Engine Operator

Inspection Plan.
d) For each engine exempt from quarterly screening analysis

pursuant to Subsection B.5.b of Rule 74.9 and inspection
pursuant to subsection C.4, total hours of operation shall be
recorded monthly. Records shall be maintained for a period of 2
years after the date of each entry.
The permittee shall maintain the inspection log for a period of 2

years after the date of each entry. The log shall be made
available for inspection by the District upon request.
16. Pursuant to Rule 74.9.F, Reporting Requirements, within 45 days of

the end date of each permit renewal period, the operator of a
permitted engine subject to the provisions of the rule shall
Page 5 08/21/2014
provide the District with the following information:
a) Engine manufacturer, model number, operator identification

number and location of each engine.
b) A summary of maintenance reports during the renewal period,

including quarterly screening data if applicable.
For each engine exempt pursuant to Subsection D.2, total annual

operating hours shall be reported annually. For each engine exempt
pursuant to subsection D.3, total annual hours of maintenance
operaton shall be reported annually. Reports shall be provided to
the District after every calendar year by February 15.
17. The four Saskatoon Boilers shall comply with APCD Rule 74.15,
“Boilers, Steam Generators, and Process Heaters”. This includes,
but is not limited to, the following permit conditions.
18. Four Saskatoon Boiler Emission Limits and Testing:
a) Oxides of nitrogen (NOx measured as N02) emissions shall not

exceed 40 ppmvd, corrected to 3% oxygen, while burning natural
gas. This limitation is applied for Rule 74.l5.B.1 compliance.
b) Carbon monoxide (CO) emissions shall not exceed 250 ppmvd,

corrected to 3% oxygen, while burning natural gas. This
limitation is federally-enforceable pursuant to Rule 35 for
demonstrating compliance with the carbon monoxide Title V
theshold. This limitation is more stringent than Rule 74.15.
In order to comply with this condition, the permittee shall have

each unit’s emissions tested no less than once every 24 months,
pursuant to Rule 74.15. Testing shall be performed by an
independent testing contractor at the unit’s expected maximum
operating load in accordance with APCD Rule 74.15.E, which includes
California ARB Method 100 for oxides of nitrogen, carbon monoxide,
and stack gas oxygen.
Prior to conducting any emissions test associated with the

required biennial compliance detemination, the permittee shall
notify the APCD Compliance Division. Written notification shall be
received no less than 15 calendar days prior to the test. The
emissions test report and results shall be submitted to the APCD
Compliance Division within 45 days after the test.
19. The Saskatoon Boilers shall be fired on Public Utilities

Commission-regulated natural gas only. Records shall be maintained
to substantiate that this is the type of fuel used.
20. The three emergency electricity generating diesel engines are

exempt from Rule 74.9, “Stationary Internal Combustion Engines”,
because they are used directly and exclusively for agricultural
operations. (Rule 74.9.D.5)
Page 6 08/21/2014
These three emergency electricity generating engines hold VCAPCD

Agricultural Engine Registrations (Nos. 22-1, 22-2, and 22-3)
pursuant to Rule 250, “Registration of Agricultural Engines”. The
engines are required to operate in compliance with the California
ARB Airborne Toxic Control Measure (ATCM) for Stationary
Compression Ignition Engines.
21. The 73 BHP Clarke Detroit Diesel-Allison Diesel Engine used to

power an emergency fire water pump shall operate in compliance with
the following conditions:
a) Annual hours of operation for maintenance and testing shall not

exceed 20 hours per year. This limit does not include emergency
use. This limit is applied pursuant to the California ARB
Airborne Toxic Control Measure (ATCM) for Stationary Compression
Ignition Engines. The engine shall be equipped with a
non-resttable hour meter and the permittee shall maintain a log
that differentiates operation during maintenance and testing
from emergency operation. The monthly operating hours shall be
summed for the previous 12 months. Total operating hours for
any of these 12 month periods, excluding emergency operation, in
excess of the specified limit shall be considered a violation of
this condition.
b) The emergency diesel engine shall be operated in compliance

with all applicable requirements of the California ATCM for
Stationary Compression Ignition Engines, Section 93115 through
93115.15, Title 17, California Code of Regulations. Pursuant to
Section 93115.5(b), the permittee shall not add to the engine or
any fuel tank directly attached to the engine any fuel unless
the fuel is CARB diesel fuel or another fuel that meets the
requirements of Section 93115.5(b)
c) Pursuant to Rule 74.9.D.3, the emergency engine is exempt from

Rule 74.9, “stationary Internal Combustion Engines”, provided
that is operated during an emergency or maintenance operation.
Maintenance operation is limited to 50 hours per calendar year
and is defined as “the use of an emergency standby engine and
fuel system during testing, repair, and routine maintenance to
verify its readiness for emergency standby use”.
22. The permittee shall maintain the following records:
a) Monthly and rolling twelve month records of natural gas

consumption for each of the 6023 BHP GE Jenbacher natural gas
engines.
b) Daily records of the urea injection rate and the SCR Unit inlet
temperature for each of the 6023 BHP GE Jenbacher natural gas
engines.
c) Monthly and rolling twelve month records of natural gas
Page 7 08/21/2014
consumption for the combined use of the four Saskatoon boilers.
d) Monthly and rolling twelve month records of hours of operation

for each of the four emergency diesel engines. Maintain records
of maintenance and testing usage and emergency use.
e) Source test records and records required for Rule 74.9 for the
6023 BHP GE Jenbacher natural gas engines.
f) Records and reports required by NSPS Subpart JJJJ for the 6023
BHP GE Jenbacher natural gas engines.
g) Source test records for the four Saskatoon boilers
These records shall be maintained at the stationary source for at

least two years and shall be made available to District personnel
upon request.
23. All permit conditions, throughput limits, and gas consumption

limits on this permit are federally enforceable pursuant to Rule
35, “Elective Emission Limits.” This was established pursuant to
Application Nos. 08132-100 and 08132-121. Any subsequent new
emissions units, throughput limit increases or gas consumption
limit increases are subject to Rule 26, “New Source Review,” and
are considered to be federally enforceable as Rule 26 is federally
enforceable.
Within 30 days after receipt of this permit, the permittee may petition
the Hearing Board to review any new or modified condition (Rule 22).
This permit, or a copy, shall be posted reasonably close to the subject

equipment and shall be accessible to inspection personnel (Rule 19)
This permit is not transferable from one location to another unless the
equipment is specifically listed as being portable (Rule 20)
This Permit to Operate shall not be construed to allow any emission unit
to operate in violation of any state or federal emission standard or any
rule of the District.
For:
/Terri Thor(as Michael Villegas

( Engineering Division Air Pollution Control Officer
Page 8 08/21/2014
TOnic ENGINEERING, LLC
www.Yorlce:Engr.corn
August 25, 2014
Mi. William Knox

California Air Resources Board
Climate Change Program Evaluation Branch, 6th Floor
1001 “I Street
Sacramento, CA 95814
Subject: Application for Limited Exemption of Emissions from Qualified Thermal

Output for Cogeneration Facilities for Houweling Nurseries Oxnard, Inc.
(Facility ARB ID 104364)
Dear Mr. Knox:

On behalf of Houweling Nurseries Oxnard, Inc (Houweling), we are submitting an application for
the Cap-and-Trade Limited Exemption of Emissions from Qualified Thermal Output for
Cogeneration Facilities (Section 95852(j)). This application is submitted for Houweling’s facility
in Camarillo, CA (Facility ARB ID 104364). As we understand, a facility that qualifies for the
limited exemption under Section 95852(j) will not be a covered entity during the first, second, and
third compliance periods, as long as the facility meets the requirements for the exemption.
Houweling started the operation of their cogeneration units in 2012, and was only operating their
cogeneration units for partial year. 2013 is the first year that Houweling operated their
cogeneration units for a full year and exceeded the Cap-and-Trade applicability threshold of
25,000 MTCO2e. As shown in the attached completed application form, the Houweling facility
meets the requirements for the limited exemption set forth in Section 95852(j) of the Cap-and-
Trade Regulation for 2012 and 2013. Therefore. we request for the limited exemption, as allowed
by the Cap-and-Trade Regulation, be granted to Houweling facility in Camarillo.
Should you have any questions or concerns, please contact me at (559) 908-6979.
Sincerely,
Carla Prasetyo Jo. PE

Yorke Engineering, LLC
(559) 908-6979
cc: Joseph Steirer, Yorke Engineering, LLC
Enclosures:
1. One Application form for Limited Exemption of Emissions from Qualified Thermal
Output for Cogeneration Facilities
31726 Rancho Viejo Road, Suite 218 v San Juan Capistrano, CA 92675 v Tel: (949) 248-8490 v Fax: (949) 248-8499
Application for Limited Exemption California Air Resources Board
Attn: William Knox
0
of Emissions from Qualified Thermal Output
California Air Resources Board CCPEB, 6th Floor
for Cogeneration Facilities 1001 “I’ Street
1) Legal Entity Name 2) Mailing Address 4) CITSS Account ID # (CA +
3) ARB ID
digits)
Houweling Nurseries Oxnard, Inc 645W. Laguna Road, CamarHlo, CA 93012 104364 CA1740
Qualified Thermal Output by Use
Thermal 5) NAICS 6) Thermal Output 7) Qualified Thermal Output (MMBtu)
Energy Used On-Site Use Code(s) of Use, Supports or is Part 8) Discussion of any
on Site or Category if Applicable of Cogeneration or Differences from Previous
Sold? 2008 2009 2010 2011 2012 2013 Reporting
(Optional) Electricity System?
Industrial
I used on Site Processes or
Operations
111419 Yes - - - 29,418 167,628 Not Applicable

Heating
2 Used on Site
Operations
Cooling
3 Used on Site
Operations
4 Sold
9) Cogeneration Unit Burns some Fuel without Covered Emissions? No
10) Cogeneration Fuel that Produces Covered Emissions (MMBtu)
11)Total_Cogeneration Fuel (MMBtu)
Covered Fuel Ratio 100% 100% 100% 100% 100% 100%
Annual QTO (MMBtu) - - - - 29,418 167,628
GHG Emissions of QTO - - - - 1,837 10,467
12) Total Covered Emissions (metric tons 2
CO
e) 24,411 29,355
Total Remaining Covered Emissions - - - - 22,574 18,888
Emissions Under Threshold All Years? Yes
13)1 certify under penalty of perjury of the laws of the State of California that I am duly authorized by the legal entity named in box 1 above to sign this attestation on behalf
of said legal entity, and that the information submitted herein is true, accurate, and cmpletc.
Print Name
0. (/ \-
Signature Date
Rev. 7/30/14 1
ID# 2847, Houweling Nurseries Oxnord, Inc.
POWER PURCHASE AND SALE AGREEMENT
between
SOUTHERN CALIFORNIA EDISON COMPANY
and
HOUWELING NURSERIES OXNARD, INC.
(ID #2847)
Standard Contract for Eligible CHP Facilities

ID# 2847, Hoiii’eling iVurseries Oxnard, Inc.
TABLE OF CONTENTS
PREAMBLE 1
RECITALS 1
ARTICLE ONE: SPECIAL CONDITIONS 2
1.01 TERM 2
1.02 GENERATING FACILITY 2
1.03 DELIVERY POINT 3
1.04 PLANNED OUTAGES 3
1.05 POWER PRODUCT PRICES 3
1.06 CREDIT AND COLLATERAL REQUIREMENTS 4
1.07 SCHEDULING COORDINATOR 4
1.08 GHG EMISSIONS COMPLIANCE COSTS 4
ARTICLE TWO: SELLER’S SATISFACTION OF OBLIGATIONS BEFORE
THE TERM START DATE; TERMINATION 6
2.01 SELLER’S SATISFACTION OF OBLIGATIONS BEFORE THE
TERM START DATE 6
2.02 TERMINATION RIGHTS OF THE PARTIES 7
2.03 RIGHTS AND OBLIGATIONS SURVIVING TERMINATION 7
ARTICLE THREE: SELLER’S OBLIGATIONS 9
3.01 CONVEYANCE OF THE POWER PRODUCT AND RELATED
PRODUCTS; RETAINED BENEFITS 9
3.02 RESOURCE ADEQUACY RULINGS 10
3.03 GHG EMISSIONS COMPLIANCE COSTS 11
3.04 SITE CONTROL 13
3.05 PERMITS 13
3.06 TRANSMISSION 13
3.07 CAISO RELATIONSHIP 14
3.08 GENERATING FACILITY MODIFICATIONS 14
3.09 METERING 14
3.10 TELEMETRY SYSTEM 16
3.11 PROVISION OF INFORMATION 16
3.12 PROGRESS REPORTING 17
3.13 FUEL SUPPLY 17
3.14 OPERATION AND RECORD KEEPING 17
3.15 POWER PRODUCT CURTAILMENTS AT TRANSMISSION
PROVIDER’S OR CAISO’S REQUEST 18
3.16 REPORT OF LOST OUTPUT 19
3.17 ELIGIBLE CHP FACILITY STATUS 19
3.18 NOTICE OF CESSATION OR TERMINATION OF SERVICE
AGREEMENTS 19
3.19 BUYER’S ACCESS RIGHTS 20
3.20 SELLER FINANCIAL INFORMATION 20
3.21 NERC ELECTRIC SYSTEM RELIABILITY STANDARDS 22
3.22 ALLOCATION OF AVAILABILITY INCENTIVE PAYMENTS
Table of Contents
ID# 2847. Hoini’eling Nurseries Oxnard Inc.
AND NON-AVAILABILITY CHARGES 23

ARTICLE FOUR: BUYER’S OBLIGATIONS 24
4.01 OBLIGATION TO PAY 24
4.02 PAYMENT ADJUSTMENTS 24
4.03 PAYMENT STATEMENT AND PAYMENT 25
4.04 NO REPRESENTATION BY BUYER 27
4.05 BUYER’S RESPONSIBILITY 28
4.06 BUYER AS SCHEDULING COORDINATOR 28
ARTICLE FIVE: FORCE MAJEURE 29
5.01 NO DEFAULT FOR FORCE MAJEURE 29
5.02 REQUIREMENTS APPLICABLE TO THE CLAIMING PARTY 29
5.03 TERMINATION 29
ARTICLE SIX: EVENTS OF DEFAULT; REMEDIES 30
6.01 EVENTS OF DEFAULT 30
6.02 EARLY TERMINATION 34
6.03 TERMINATION PAYMENT 34
ARTICLE SEVEN: LIMITATIONS OF LIABILITIES 35
ARTICLE EIGHT: GOVERNMENTAL CHARGES 37
8.01 COOPERATION TO MINIMIZE TAX LIABILITIES 37
8.02 GOVERNMENTAL CHARGES 37
8.03 PROVIDING INFORMATION TO TAXING GOVERNMENTAL
AUTHORITIES 37
ARTICLE NINE: MISCELLANEOUS 38
9.01 REPRESENTATIONS AND WARRANTIES 38
9.02 ADDITIONAL REPRESENTATIONS, WARRANTIES, AND
COVENANTS BY SELLER 38
9.03 INDEM1\ITY 39
9.04 ASSIGNMENT 41
9.05 CONSENT TO COLLATERAL ASSIGNMENT 41
9.06 GOVERNING LAW AND JURY TRIAL WAIVER 44
9.07 NOTICES 44
9.08 GENERAL 45
9.09 CONFIDENTIALITY 46
9.10 INSURANCE 48
9.11 NONDEDICATION 49
9.12 MOBILE SIERRA 50
9.13 SELLER OWNERSHIP AND CONTROL OF GENERATING
FACILITY 50
9.14 SIMPLE INTEREST PAYMENTS 50
9.15 PAYMENTS 50
9.16 PROVISIONAL RELIEF 50
ARTICLE TEN: DISPUTE RESOLUTION 52
10.01 DISPUTE RESOLUTION 52
10.02 MEDIATION 52
10.03 ARBITRATION 52
Table of Contents
ii
ID# 2847, Hoznveling Nurseries Oxuard, Inc.
SIGNATURES 55
Table of Contents
Ill
ID# 2847, Houweling Nurseries Oxnard, Inc.
LIST OF EXHIBITS
A. Definitions
B. Generating Facility and Site Description
C. Monthly Contract Payment Calculation
D. Credit and Collateral Requirements
E. Scheduling Coordinator Services
F. Milestone Progress Reporting Form
G. Seller’s Forecasting Submittal and Accuracy Requirements
H. CAISO Charges
I. Scheduling and Delivery Deviation Adjustments
J. Notice List
K. Form of Guaranty Agreement
L. Form of Letter of Credit
M. Seller’s Milestone Schedule
N. Outage Schedule Submittal Requirements
List of Exhi hits

iv
JD# 2847, Hozrit’eling Nurseries Oxnard, hic.
POWER PURCHASE AND SALE AGREEMENT
between
and
(ID# 2847)
PREAMBLE
This Power Purchase and Sale Agreement by and between Southern California Edison
Company, a California corporation (“Buyer”), and Houweling Nurseries Oxnard, Inc., a
California corporation (“Seller”), together with the exhibits, attachments, and any applicable
referenced collateral agreement between the Parties (collectively, this “Agreement”), is made,
effective and binding as of October 28, 2013 (the “Effective Date”).
Buyer and Seller are sometimes referred to in this Agreement individually as a “Party” and
jointly as the “Parties.” Unless the context otherwise specifies or requires, initially capitalized
terms used in this Agreement have the meanings set forth in Exhibit A.
RECITALS
A. On June 26, 2008, the CPUC opened Rulemaking 08-06-024 to implement the provisions
of Assembly Bill 1613 (codified in California Public Utilities Code Section 2840 et.
seq.), which establishes the Waste Heat and Carbon Emissions Reductions Act (the
B. Buyer is required to offer this Agreement to Seller in order to fulfill Buyer’s obligations
under the Act and CPUC Decisions 09-12-042 (as modified by CPUC Decisions 10-04-
055, 10-12-055, and 11-04-033), and Seller desires to accept such offer and enter into this
Agreement.
The Parties, intending to be legally bound, agree as follows:

ID# 2847. Houweling Nurseries Oxnard, Inc. —
ARTICLE ONE. SPECIAL CONDITIONS

1.01 Term. The term of this Agreement (the “Term”) commences on November 1, 2013 (the
“Term Start Date”) and ends 120 months after the Term Start Date (the “Term End
Da”).
(a) The Term Start Date must be on the first day of a calendar month.
(b) Seller may change the Term Start Date set forth in this Section 1.01 by providing
Notice to Buyer at least one year before such Term Start Date; provided, however,
that notwithstanding any change to the Term Start Date, the Term may not exceed
120 months; provided further, that if the Generating Facility is (i) a New Eligible
CHP Facility, the Term Start Date must occur within 60 months of the Effective
Date, or (ii) an Existing Eligible CHP Facility, the Term Start Date must occur
within 24 months of the Effective Date, in each case subject to any extension of
the Term Start Date as a result of a Force Majeure as to which Seller is the
Claiming Party (subject to Section 5.03) and Section 4(c)(ii) of Exhibit D.
(c) The Term shall be no less than one (1) year and no more than ten (10) years.
Seller designates the Term Start Date and the Term End Date.
1.02 Generating Facility.
(a) Name. The name of the Generating Facility is Houweling Nurseries Oxnard, mc,
which is an Existing Eligible CHP Facility.
(b) Location. The Generating Facility is located at 645 W. Laguna Road, Camarillo,
CA 93012, and is further described in Exhibit B.
(c) Contract Capacity. The As-Available Contract Capacity is 12,7 1 1 kW. The
Power Rating of the Generating Facility must be less than or equal to 20 MW. If
the Generating Facility has more than one Generating Unit, the Power Rating of
all such Generating Units must be less than or equal to 20 MW.
(d) Expected Term Year Energy Production. The Expected Term Year Energy
Production for each Term Year equals 60,374,509 kWh. The Expected Term
Year Energy Production may be revised based on changes in the Site Host
Load or the Site Host thermal requirements; provided, however, that such
change must be supported by a certification from a California-licensed
professional engineer qualified to make a representation affirming that such
revision is reasonable and based on changes in the Site Host Load or the Site
Host thermal requirements. Such certification must include all data relied on
to support the revised Expected Term Year Energy Production.
Article One Special Conditions

Page 2
JD# 2847. Houweling Nurseries Oxnard, Inc.
(e) Site Host Load. The Site Host Load is expected to equal, on average, 7,564
kW annually. The amount of electric energy to be used to serve the Site Host
Load is expected to equal, on average, 28,011,333 kWh per Term Year.
1.03 Delivery Point. The delivery point is the point where Seller’s facilities connect with
facilities owned by Buyer (the “Delivery Point”). Seller shall convey to Buyer and Buyer
shall accept all the As-Available Contract Capacity and associated electric energy from
the Generating Facility at the Delivery Point. Title to and risk of loss related to the
Power Product shall transfer from Seller to Buyer at the Delivery Point. Buyer shall pay
any transmission or distribution costs to deliver the power from the Generating Facility’s
bus bar to the point of interconnection of the Generating Facility to the CAISO
Controlled Grid (the “Interconnection Point”). Seller shall be responsible for
interconnection costs, including necessary facility upgrades (consistent with Applicable
Laws and the Interconnection Agreement), and line losses from the Delivery Point to the
Interconnection Point. Line losses attributable to Seller, if any, shall be determined as
part of the Interconnection Study.
1.04 Planned Outages. All Planned Outages must be scheduled by Seller in accordance with
the procedures set forth in Exhibit N. Seller shall make reasonable efforts not to schedule
a Planned Outage during the Peak Months. Should it become necessary for Seller to
schedule a Planned Outage during the Peak Months, Seller shall only schedule such
Planned Outage during the non-peak hours of the Peak Months. In no event may Seller
schedule or utilize a Planned Outage that is more than 12 non-peak hours per Peak
Month.
1.05 Power Product Prices.
(a) If, as of the Term Start Date, the Generating Facility is interconnected pursuant to
a non-FERC jurisdictional interconnection tariff, then the Monthly Contract Payment for
the Power Product shall be determined pursuant to Exhibit C to this Agreement.
(b) If, as of the Term Start Date, the Generating Facility is interconnected pursuant to
a WDAT or the CAISO Tariff, and Seller is able to commence the Term Start Date and
begin energy deliveries, but is not yet able to provide Resource Adequacy Benefits in
compliance with all CPUC and CAISO requirements, then, the Monthly Contract
Payment for the Power Product shall be determined in accordance with the Applicable QF
20MW Settlement Contract Payment Provisions with Seller being paid the short run
avoided cost rate for energy and as-available capacity applicable under the Applicable QF
20MW Settlement Contract Payment Provisions until the first day of the month following
the date that Seller notifies Buyer that the Generating Facility is able to be counted for
resource adequacy purposes and is able to provide Resource Adequacy Benefits in
compliance with all CPUC and CAISO requirements, at which time the Monthly Contract
Payment for the Power Product shall be determined pursuant to Exhibit C of this
Agreement. Seller acknowledges and agrees that so long as the Monthly Contract
Payment is determined in accordance with the Applicable QF 20MW Settlement Contract
Payment Provisions, Seller shall be obligated to comply with and be bound by all such

Page 3
ID# 2847, Hoinveling Nurseries Oxnard, Inc.
Applicable QF 20MW Settlement Contract Payment Provisions and such Applicable QF

20MW Settlement Contract Payment Provisions shall be deemed to be terms of this
Agreement. Seller agrees to notify Buyer when Seller is able to have the Generating
Facility counted for resource adequacy purposes and provide Resource Adequacy Benefits
in compliance with all CPUC and CAISO requirements within five (5) Business Days of
the occurrence thereof Notwithstanding anything to the contrary in this Agreement, if
during an applicable QF Settlement Contract Payment Period any payment is required
under the provisions of this Agreement which is duplicative of any payment required
under the QF 20MW Settlement Contract, the payment shall be calculated and determined
in accordance with the QF 20MW Settlement Contract.
1.06 Credit and Collateral Requirements.
(a) Seller shall post and thereafter maintain the Development Security in accordance
with Section 4(b) of Exhibit D.
(b) Seller shall post and thereafter maintain the Performance Assurance, in
accordance with Section 2(a) of Exhibit D, in an amount equal to 5% of expected
revenue of the Generating Facility under this Agreement (the “Performance
Assurance Amount”). The initial amount of Performance Assurance equals
$2,200,000. The Performance Assurance Amount will be revised upon any
change to the Expected Term Year Energy Production.
(c) Seller shall comply with all of the provisions of Exhibit D.
(d) Seller’s Guarantor, if any, is: Not Applicable.
(e) Guarantor shall guarantee S: Not Applicable.
(f) The Cross Default Amount, if any, equals $: Not Applicable.
1.07 Scheduling Coordinator. Buyer is the Scheduling Coordinator under this Agreement.
1.08 GHG Emissions Compliance Costs.
(a) Provided that this Section 1.08 shall not be applicable during or with respect to
any QF Settlement Contract Payment Period applicable under this Agreement,
Buyer shall reimburse Seller for Direct GHG Compliance Costs (other than GHG
Emissions Allowances) in accordance with and subject to Section 3.03(a).
(b) During the Term, other than any portion of the Term which constitutes an
applicable QF Settlement Contract Payment Period applicable under this
Agreement, with respect to payment for GHG Emissions Allowances, Seller
elects (check one box only):
X To manage its own GHG Emissions Allowances and request

reimbursement from Buyer for such GHG Emissions Allowances in

Page 4
ID# 2847. Houweling Nurseries Oxuard, Inc.
accordance with and subject to the requirements of Sections 3.03(b) and

(c); or
To have Buyer purchase GHG Emissions Allowances on behalf of Seller

upon the CPUC’s issuance of guidelines on the mechanics of Buyer’s
obligations to purchase GHG Emissions Allowances pursuant to CPUC
Decision 09-12-042 (as modified by CPUC Decisions 10-04-055, 10-12-
055, and 11-04-033). Until such time, Seller shall manage its own GHG
Emissions Allowances and request reimbursement from Buyer for such
GHG Emissions Allowances in accordance with and subject to the
requirements of Sections 3.03(b) and (c).
End ofArticle One
,4rticle One Special Conditions

Page 5
JD# 2847, Hoini’eling Nurseries Oxnard, Inc.
ARTICLE TWO. SELLER’S SATISFACTION OF OBLIGATIONS BEFORE THE

TERM START DATE; TERMINATION
2.01 Seller’s Satisfaction of Obligations before the Term Start Date. Seller shall satisflj each
of the following obligations before the Term Start Date:
(a) The Generating Facility is or becomes an Eligible CHP Facility;
(b) Seller enters into all agreements, obtains all Governmental Authority approvals
and Permits, and takes all steps necessary for it to:
(i) Operate the Generating Facility;
(ii) Deliver electric energy from the Generating Facility to the Delivery Point;
and
(iii) Have Buyer Schedule the electric energy produced by the Generating
Facility with the CAISO;
(c) Seller satisfies its obligation to install the CAISO-Approved Meters, as set forth
in Section 3.09(a);
(d) Seller furnishes to Buyer the insurance documents required under Section 9.10;
(e) Seller enters into all agreements required by the CAISO Tariff;
(f) Seller enters into and fulfills all of its obligations under (i) the applicable
interconnection agreements with the applicable Transmission Provider that are
required to enable Parallel Operation of the Generating Facility with the
interconnected electric system and the CAISO-Controlled Grid, and (ii) any
transmission, distribution or other service agreement that are required to enable
Seller to transmit electric energy from the Generating Facility to the Delivery
Point;
(g) Seller furnishes to Buyer the documents required under Section 3.06;
(h) Seller has posted with Buyer the Performance Assurance Amount;
(i) If the Generating Facility is PIRP eligible, then the Generating Facility is certified
as a PIRP resource by the CAISO;
U) If the Term is equal to or greater than five years, the Generating Facility meets the
GHG EPS and, at any time upon Buyer’s request, Seller provides to the CPUC
documentation evidencing its compliance with the GHG EPS;
(k) Seller shall have taken all steps to ensure that Buyer is authorized as Scheduling
Coordinator by the CAISO to Schedule the electric energy produced by the
Generating Facility with the CAISO.
Article Two Seller Satisfaction of Obligations Be/bre the Tern, Start Date; Termination
Page 6
ID# 2847, Houii’eling Nurseries Oxnard, Inc.
2.02 Termination Rights of the Parties.
(a) Termination Right of Seller. Seller has the right to terminate this Agreement if
Seller (or any venture in which Seller is a participant) and the Generating Facility
are jointly selected by Buyer in a competitive solicitation. The termination of this
Agreement will be effective as of midnight the day before the commencement of
any delivery period for any energy, capacity or attributes from the Generating
Facility which is selected by Buyer in such competitive solicitation.
(b) Event of Default.
(i) In the event of an uncured Event of Default or an Event of Default for

which there is no opportunity for cure permitted in this Agreement, the
Non-Defaulting Party may, at its option, terminate this Agreement as set
forth in Section 6.02 and, if the Non-Defaulting Party is Buyer, then Seller
(or any entity over which Seller or any owner or manager of Seller
exercises control) agrees to waive any right it may have under the Act to
enter into any new agreement to sell energy, capacity or Related Products
from the Generating Facility to Buyer or any other California investor-
owned utility for a period of 365 days following the date of such
termination. For purposes of this Section 2.02(b), “control” means the
direct or indirect ownership of 20% or more of the outstanding capital
stock or other equity interests having ordinary voting power.
(ii) If Buyer terminates this Agreement in accordance with Section 6.02 as

result of an Event of Default by Seller under Section 6.Ol(c)(xvi) due to
the Generating Facility being decertified from participation in the
Assembly Bill 1613 program, then Seller shall have the right to enter into
any applicable mandatory must-purchase contract available to “qualifying
cogeneration facilities” (as contemplated in 18 CFR Part 292, Section
292.205) in California, but only to the extent that Seller and the
Generating Facility are otherwise eligible for, and satisf,’ the conditions to
enter into any such contract.
(c) End of Term. This Agreement automatically terminates at midnight of the Term
End Date.
2.03 Rights and Obligations Surviving Termination. The rights and obligations of the Parties
that are intended to survive a termination of this Agreement are all such rights and
obligations that this Agreement expressly provides survive such termination as well as
those rights and obligations arising from either Parties’ covenants, agreements,
representations or warranties applicable to, or to be performed, at, before or as a result of
the termination of this Agreement, including:
Article Two Seller Satisfaction of Obligations Before the Term Start Date: Termination
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ID# 2847, Houii’eling Nurseries Oxuard. Inc.
(a) The obligation of Buyer to make all outstanding Monthly Contract Payments for
periods before termination of this Agreement;
(b) The obligation of Buyer to invoice Seller for all payment adjustments for periods
before termination of this Agreement, as set forth in Section 4.02;
(c) The obligation of Seller to pay any Buyer payment-adjustment invoice described
in Section 4.03(b) for periods before termination of this Agreement within thirty
(30) days of Seller’s receipt of such invoice;
(d) The obligation to make a Termination Payment, as set forth in Section 6.03;
(e) The indemnity obligations, as set forth in Section 9.03;
(f) The obligation of confidentiality, as set forth in Section 9.09;
(g) The right to pursue remedies under Section 6.02(c);
(h) The limitation of damages under Article Seven; and
(i) The obligation of Seller to post Performance Assurance in accordance with

Exhibit D.
End ofArticle Two ***
Article Two Seller ‘s Satisfaction of Obligations Before the Term Start Date; Termination
Page 8
TD# 2847, Hout’eling Nurseries Oxnard, Inc.
ARTICLE THREE. SELLER’S OBLIGATIONS

3.01 Conveyance of the Power Product and Related Products; Retained Benefits.
(a) Power Product. During the Term, Seller shall provide and convey the Power
Product to Buyer in accordance with the terms of this Agreement, and Buyer shall
have the exclusive right to the Power Product and all benefits derived therefrom,
including the exclusive right to sell, convey, transfer, allocate, designate, award,
report or otherwise provide any and all of the Power Product purchased under this
Agreement and the right to all revenues generated from the use, sale or marketing
of such Power Product.
(b) Green Attributes. Seller hereby agrees to provide and convey all Green Attributes
associated with the Related Products as part of the Product being delivered during
the Term. Seller represents and warrants that Seller holds the rights to all Green
Attributes associated with the Related Products, and Seller agrees to convey and
hereby conveys all such Green Attributes to Buyer as included in the delivery of
the Product from the Project.
(c) Related Products. Seller hereby agrees to provide and convey to Buyer all
Related Products during the Term. Seller represents and warrants that Seller
holds the rights to all Related Products and Seller agrees to convey and hereby
conveys all such Related Products to the Buyer. Buyer shall have the exclusive
right to the Related Products and all benefits derived therefrom, including the
exclusive right to sell, convey, transfer, allocate, designate, award, report or
otherwise provide any and all of the Related Products purchased under this
Agreement and the right to all revenues generated from the use, sale or marketing
of such Related Products.
(d) Further Action by Seller. Seller shall, at its own cost, take all reasonable actions
and execute all documents or instruments that are reasonable and necessary to
effectuate the use of the Related Products for Buyer’s benefit throughout the
Term, which actions may include:
(i) Cooperating with the Governmental Authority responsible for resource

adequacy administration to certify the Generating Facility for resource
adequacy purposes;
(ii) Testing the Generating Facility as may be required to certify the

Generating Facility for resource adequacy purposes in accordance with the
requirements set forth in the CAISO Tariff or as otherwise agreed to by
the Parties; and
(iii) Complying with Applicable Laws regarding the registration, transfer or

ownership of Green Attributes associated with the Related Products,
including, if applicable to the Generating Facility, participation in the
Article Three Seller Obligations

Page 9
Western Renewable Energy Generation Information System or other

process recognized under Applicable Laws.
(e) Retained Benefits. Seller shall retain for its own use or disposition all Financial
Incentives and all attributes, benefits and credits associated with the Generating
Facility and the electrical or thermal energy produced therefrom, other than the
Power Product and the Related Products.
Notwithstanding anything to the contrary in this Agreement, as of the Effective

Date and until the Term End Date, Seller may not use, provide or convey any of
the Power Product and the Related Products to any Person other than Buyer
(unless the FERC determines that a party holding a state jurisdictional
interconnection agreement may sell Related Products to a Person other than
Buyer).
3.02 Resource Adeciuacy Rulings. During the Term, Seller shall grant, pledge, assign and
otherwise commit to Buyer the generating capacity of the Generating Facility associated
with the Related Products in order for Buyer to use in meeting its resource adequacy
obligations under any Resource Adequacy Ruling. Seller:
(a) Has not used, granted, pledged, assigned or otherwise committed any portion of
the generating capacity of the Generating Facility associated with the Related
Products to meet the Resource Adequacy Rulings of, or to confer Resource
Adequacy Benefits on, any Person other than Buyer;
(b) Will not during the Term use, grant, pledge, assign or otherwise commit any
portion of the generating capacity of the Generating Facility associated with the
Related Products to meet the Resource Adequacy Rulings of, or to confer
Resource Adequacy Benefits on, any Person other than Buyer;
(c) Shall take all action, including complying with all current and future CAISO
Tariff provisions and decisions of the CPUC or any other Governmental
Authority that address Resource Adequacy Rulings, and execute all documents
that are reasonable and necessary to effect the use of the generating capacity of
the Generating Facility associated with the Related Products for Buyer’s sole
benefit throughout the Term; and
(d) Comply with CPUC and CAISO requirements in order to provide Resource
Adequacy Benefits; provided, however:
(i) if such requirements could interfere with the Operations of Seller, Seller
shall be entitled to challenge such requirements with the CPUC or other
relevant agency. Absent a ruling or other action granting a stay, Seller’s
compliance shall be required pending resolution of the challenge; and
(ii) if Seller interconnects the Generating Facility pursuant to a non-FERC

jurisdictional interconnection tariff, Seller shall not be required to provide
Article Three Seller c Obligations

Page 10
Resource Adequacy Benefits, and Buyer’s total obligation to obtain

Resource Adequacy Benefits pursuant to the Resource Adequacy Rulings
with respect to the service area of Buyer will be decreased by the
Generating Facility’s generating capacity, provided that, if the outcome of
any CPUC proceeding requires Seller to obtain a deliverability study,
Seller shall promptly obtain such deliverability study and provide it to
Buyer upon the completion of such deliverability study.
(e) Following the outcome of the distribution interconnection issues proceeding

(R.ll-09-Oll), the resource adequacy proceedings (R.09-lO-032) and any future
CAISO stakeholder process addressing deliverability, the CPUC has reserved the
right to require appropriate amendments to this Agreement, as necessary to
address full capacity deliverability status and whether a deliverability study may
or may not be required for all AB 1613 resources. The Parties agree to make
amendments to this Agreement in accordance with any amendments required by
the CPUC pursuant to the foregoing.
3.03 GHG Emissions Compliance Costs.
(a) Direct GHG Compliance Costs.
(i) During the Term, Buyer shall reimburse Seller for any Direct GHG
Compliance Costs, other than GHG Emissions Allowances, which are
separately addressed in the sections below, attributable to the Generating
Facility for GHG emissions associated with the Power Product, within
forty-five (45) days of Buyer’s receipt from Seller of documentation, in
form and substance acceptable to Buyer, establishing that: (1) Seller is
actually liable for the Direct GHG Compliance Costs for GHG emissions
attributed to the Power Product; and (2) Direct GHG Compliance Costs
were imposed upon Seller by an authorized Governmental Authority with
jurisdiction to impose Direct GHG Compliance Costs where the
Generating Facility is located, or which otherwise has jurisdiction over
Seller or the Generating Facility.
(ii) Buyer is not liable for reimbursement to Seller for Direct GHG
Compliance Costs for GHG emissions associated with the Power Product
if the GHG emissions for which Seller seeks reimbursement exceed the
GHG Emissions Cap and based on the actual delivered Power Product.
(iii) The Generating Facility’s GHG emissions shall be allocated between the
useful thermal output, the electricity consumed on-site, and the exported
Power Product based on the relative BTU content of the end product,
consistent with Form CEC-2 843, as amended.
(b) GHG Emissions Allowance Costs. Buyer shall bear the cost of GHG Emissions
Allowances for GHG emissions attributable to the Generating Facility and

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ID# 2847, Homveling Nurseries Oxnard, Inc.
associated with the Power Product through either reimbursement, or direct

procurement, as indicated in Section 1.08, provided that:
(i) Seller is actually required to procure such GHG Emissions Allowances for
GHG emissions attributed to the Power Product;
(ii) Such GHG Emissions Allowances compliance requirements were imposed

upon Seller by an authorized Governmental Authority with jurisdiction to
impose GHG Emissions Allowances requirements where the Generating
Facility is located, or which otherwise has jurisdiction over Seller or the
Generating Facility;
(iii) The Generating Facility’s GHG emissions, less any Free Allowance for
which the Generating Facility is eligible, shall be allocated between the
useful thermal output, the electricity consumed on-site, and the exported
Power Product based on the relative BTU content of the end product
consistent with Fonn CEC-2843, as amended;
(iv) Buyer’s responsibility for GHG Emissions Allowances is limited to GHG

emissions associated with the Power Product for which the Seller or the
Generating Facility was not eligible to receive Free Allowances; and
(v) Buyer’s responsibility for GHG Emissions Allowances will not exceed the
GHG Emissions Cap based on the actual delivered Power Product.
(c) Reimbursement of Seller for GHG Emissions Allowances. If Seller has elected to
manage its own GHG Emissions Allowances in Section 1.08, then, during the
Term, Buyer shall reimburse Seller to the extent of Buyer’s responsibility for
GHG Emissions Allowances in accordance with Section 3.03(b) (“applicable
quantity”) within forty-fine (45) days of Buyer’s receipt from Seller of
documentation, in form and substance acceptable to Buyer, requesting
reimbursement. If the CPUC has specified an index for use in determining the
price to be paid for GHG Emissions Allowances, in no event shall Buyer’s total
payment to Seller for the applicable quantity exceed the total payment that would
be due to Seller if the applicable quantity were purchased at the index price at the
relevant time period.
(d) Buyer’s Purchase of GHG Emissions Allowances. If Seller has elected to have
Buyer purchase GHG Emissions Allowances for the Generating Facility in
Section 1.08, then, during the Term and upon the CPUC’s issuance of guidelines
on the mechanics of Buyer’s obligations to purchase GHG Emissions Allowances
pursuant to CPUC Decision 09-12-042 (as modified by CPUC Decisions 10-04-
055, 10-12-055, and 11-04-033), Buyer shall purchase GHG Emissions
Allowances for Seller for the applicable quantity for the remainder of the Term in
accordance with and subject to such guidelines, as may be revised from time to
time.

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ID# 2847. Houweling Nurseries Oxna,-d, Inc.
(e) Notwithstanding anything to the contrary in this Section 3.03, this Section 3.03
shall not be applicable during or with respect to any QF Settlement Contract
Payment Period applicable under this Agreement.
3.04 Site Control.
(a) Within sixty (60) days of the Effective Date and at all times during the Term,
Seller shall have Site Control and shall provide Buyer with prompt Notice of any
change in the status of Seller’s Site Control.
(b) If the Generating Facility is a New Eligible CHP Facility, Seller shall provide
Buyer with Notice of the status of its Site Control before commencing
construction of the Generating Facility.
3.05 Permits. Seller shall obtain and maintain any and all Permits necessary for the Operation
of the Generating Facility and to deliver electric energy from the Generating Facility to
the Delivery Point.
3.06 Transmission.
(a) Interconnection Studies. Upon Buyer’s request, Seller shall provide to Buyer true
and complete copies of all Interconnection Studies received by Seller for the
Generating Facility after the date that is twenty-four (24) months before the
Effective Date.
(b) Seller’s Responsibility. Seller shall, at its sole cost, obtain and maintain all
distribution, transmission and interconnection rights and agreements (including all
Governmental Authority approvals) required to enable Parallel Operation of the
Generating Facility with the Transmission Provider’s electric system and the
applicable Control Area operator’s electric grid and to effect Scheduling of the
electric energy from the Generating Facility and transmission and delivery to the
Delivery Point.
Except as otherwise provided in its interconnection agreement, the CAISO Tariff,

or the Transmission Provider’s tariff, rules or regulations, Seller shall pay all
Transmission Provider charges or other charges directly caused by, associated
with, or allocated to the following:
(i) All required Interconnection Studies, facilities upgrades, and agreements;
(ii) Interconnection of the Generating Facility to the Transmission Provider’s

electric system;
(iii) Any costs or fees associated with obtaining and maintaining a wholesale
distribution access tariff agreement, if applicable; and

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JD# 2847, Hoitu’eling Nurseries Oxna,-d, Inc.
(iv) The transmission and delivery of electric energy from the Generating
Facility to the Delivery Point.
(c) Acknowledgement. The Parties acknowledge and agree that any other agreement
between Seller and Buyer, including any interconnection agreement, is separate
and apart from this Agreement and does not modify or add to the Parties’
obligations under this Agreement, and that any Party’s breach under such other
agreement does not excuse such Party’s nonperformance under this Agreement,
except to the extent that such breach constitutes a Force Majeure under this
Agreement.
3.07 CAISO Relationship. Seller shall comply with the applicable requirements of the
CAISO Tariff, including securing and maintaining in full force all of the CAISO
agreements, certifications and approvals required in order for the Generating Facility to
comply with the CAISO Tariff.
3.08 Generating Facility Modifications.
(a) Seller is responsible for the design, procurement and construction of all
modifications necessary for the Generating Facility to meet the requirements of
this Agreement and to comply with any restriction set forth in any Permit.
(b) Seller shall provide thirty (30) days advance Notice to Buyer if there is any
modification (other than a routine fluctuation in output or consumption) of the
Generating Facility, the Site Host Load or operations related to the Site Host Load
changing:
(i) Energy output by five percent (5%) of Expected Term Year Energy
Production; or,
(ii) The type of Primary Fuel consumed by the Generating Facility.
(c) Seller acknowledges that nothing in this Section 3.08 excuses Seller from any
requirements of the CAISO’s interconnection process, or any other applicable
interconnection process.
3.09 Metering.
(a) CAISO-Approved Meter. Seller shall, at its own cost, install, maintain and test all
CAISO-Approved Meters pursuant to the CAISO Tariff or other applicable
metering requirements, and each CAISO-Approved Meter shall have net energy
capability as required under Public Utilities Code Section 2840.2(b)(2).
(b) Check Meter. Buyer may, at its sole cost, furnish and install one or more Check
Meters, as applicable, on the high voltage side of the substation associated with
the Generating Facility or, if there is not enough space at such substation to install
Article Three Sellers Obligations

Page 14
ID# 2847, Hoitweling Nurseries Oxnard, hic.
the Check Meter, any other location mutually agreeable to the Parties. The Check
Meter shall be interconnected with Buyer’s communication network to permit:
(i) Periodic, remote collection of revenue quality meter data; and
(ii) Back-up real time transmission of operating-quality meter data through the
Telemetry System set forth in Section 3.10.
Buyer shall test and recalibrate the Check Meter at least once every Term Year.
The Check Meter will be locked or sealed, and the lock or seal shall be broken
only by a Buyer representative. Seller has the right to be present whenever such
lock or seal is broken. Buyer shall replace the Check Meter battery at least once
every thirty-six (36) months; provided, however, if the Check Meter battery fails,
Buyer shall promptly replace such battery.
(c) Use of Check Meter for Back-Up Purposes.
(i) Buyer shall routinely compare the Check Meter data to the CAISO
Approved Meter data.
(ii) If the deviation between the CAISO-Approved Meter data (after adjusting
for any compensation factors introduced by the CAISO into the CAISO
Approved Meter) and the Check Meter data for any comparison is greater
than 0.3%, Buyer shall provide Notice to Seller of such deviation and the
Parties shall mutually arrange for a meter check or recertification of the
Check Meter or CAISO-Approved Meter, as applicable.
(iii) Each Party shall bear its own costs for any meter check or recertification.
(iv) Testing procedures and standards for the Check Meter will be the same as
for a comparable Buyer-owned meter. Seller shall have the right to have
representatives present during all such tests.
(v) For the avoidance of doubt, the Check Meter is intended to be used for
back-up purposes in the event of a failure or other malfunction of the
CAISO-Approved Meter, and Check Meter data shall only be used to
validate the CAISO-Approved Meter data and, in the event of a failure or
other malfunction of the CAISO-Approved Meter, in place of the CAISO
Approved Meter until such time that the CAISO-Approved Meter is
checked or recertified.
(d) Multiple Points of Metering at a Single Customer Site. Notwithstanding any

other provision of this Agreement, Seller, at its sole expense and with the consent
of Buyer and in compliance with the tariffs, rules and regulations of Buyer and
the CAISO (including the CAISO Tariff), may establish for the Generating
Facility more than a single point of metering at the number of locations, at a
single customer site, that the Generating Facility interconnects with the CAISO
.4rticle Three Seller Obligations

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ID# 2847. Houweling Nurseries Oxnard, hic.
Controlled Grid or Buyer’s electrical system. The metered delivery of the Power
Product pursuant to this Agreement will be determined as the meter readings for
all such metering netted on an individual settlement interval basis.
3.10 Telemetry System. Seller is responsible for designing, furnishing, installing,

maintaining and testing a real time Telemetry System in accordance with the CAISO
Tariff.
3.11 Provision of Information.
(a) Upon Buyer’s reasonable request by written Notice, Seller shall provide to Buyer
(to the extent not already in Buyer’s possession) within a commercially
reasonable amount of time and subject to Section 9.09:
(i) All currently operative agreements with providers of distribution,

transmission or interconnection services for the Generating Facility and all
amendments thereto;
(ii) Any Permits concerning the Operation or licensing of the Generating

Facility, and any applications or filings requesting or pertaining to such
Permits;
(iii) Each of the following engineering documents for the Generating Facility:
1) Site plan drawings;
2) Electrical one-line diagrams;
3) Control and data acquisition details and configuration documents;
4) Major electrical equipment specifications;
5) Process flow diagrams;
6) Piping and instrumentation diagrams;
7) General arrangement drawings; and
8) Aerial photographs of the Site, if any;
(iv) Instrument specifications, installation instructions, operating manuals,

maintenance procedures and wiring diagrams for the CAISO-Approved
Meter(s) and the Telemetry System reasonably requested by Buyer; and
(v) Any currently operative filings, rulings, orders or other pleadings or

papers concerning the qualification of the Generating Facility as an
Eligible CHP Facility.
Article Three Se//er c Obligations

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ID# 2847. Houweling Nurseries Oxnard, Inc.
(b) If applicable and subject to Section 9.09, as soon as possible, Seller shall provide
to Buyer (i) engineering specifications and design drawings for the Telemetry
System, and (ii) annual test reports for the CAISO-Approved Meters.
(c) Subject to Section 9.09 and upon Buyer’s request, Seller shall make commercially
reasonable efforts to provide Buyer with all documentation necessary for Buyer to
comply with any discovery or data request for information from the CPUC, CEC,
FERC, any court, administrative agency, legislative body or other tribunal.
3.12 Progress Reporting. If the Generating Facility is aNew Eligible CHP Facility, Seller
shall use commercially reasonable efforts to meet the Milestone Schedule and shall
advise Buyer as soon as reasonably practicable of any problems or issues of which Seller
is aware which may materially impact its ability to meet the Milestone Schedule. No
later than the 10
th
day of each month until the Term Start Date, Seller shall, in accordance
with Exhibit F, prepare and provide to Buyer a written report detailing Seller’s progress
toward meeting the Milestone Schedule. Seller shall include in such report a list of all
letters, notices and Permits to or from any Governmental Authority (and the CAISO)
applicable to Seller’s effort to meet the Milestone Schedule, and shall provide any such
documents as may be reasonably requested on Notice from Buyer.
3.13 Fuel Supply. Seller shall supply all fuel required for the Power Product and any testing
of the Generating Facility.
3.14 Operation and Record Keeping. Seller shall:
(a) Operate the Generating Facility in accordance with Prudent Electrical Practices;
(b) Comply with the Forecasting requirements, as set forth in Exhibit G;
(c) Use reasonable efforts to Operate the Generating Facility so that the Power
Product conforms with the Forecast provided in accordance with Exhibit G;
(d) Pay all CAISO Charges, as set forth in Exhibit H;
(e) Pay all SDD Adjustments for which Seller is responsible, as set forth in Exhibit I;
(f) Comply with the Planned Outage scheduling procedures, as set forth in Section
1.04;
(g) Comply with the Outage Schedule Submittal Requirements, as set forth in Exhibit
N;
(h) Use reasonable efforts to comply with CAISO orders for delivery of the Power
Product during an Emergency;
(i) Use reasonable efforts to reschedule any Planned Outage that occurs during an
Emergency;
4rticle Three Seller Obligations

Page 17
ID# 2847, Hoitweling Nurseries Oxnard, Inc.
(j) Keep all Operating records required of a CHP Eligible Facility by any applicable
CPUC order, as well as any additional information that may be required of a CHP
Eligible Facility in order to demonstrate compliance with all applicable California
utility industry standards which have been adopted by the CPUC;
(k) Maintain and provide electronically or in hard copy a copy of all relevant daily
Operating records to Buyer within twenty (20) days of a request by Notice from
Buyer, including:
(i) Real and reactive power production;
(ii) Changes in Operating status;
(iii) Protective apparatus operations; and
(iv) Any unusual conditions found during inspections.
(1) Provide, upon Buyer’s request, all reports of actual or forecasted outages that
Buyer may reasonably require for the purpose of enabling Buyer to comply with
Section 761.3 of the California Public Utilities Code or any Applicable Law
mandating the reporting by investor-owned utilities of expected or experienced
outages by facilities under contract to supply electric energy;
(m) Pay all Scheduling Fees, as set forth in Exhibit E;
(n) Not participate in the CAISO Station Power Protocol;
(o) If applicable, register with the NERC as the Generating Facility’s Generator
Owner and Generator Operator if Seller is required to register pursuant to the
NERC Registration Criteria;
(p) If applicable, maintain documentation of all procedures applicable to the testing

and maintenance of the Generating Facility protective devices as necessary to
comply with the NERC Reliability Standards applicable to protection systems for
electric generators if Generator Owner or Generator Operator is required to
maintain such documentation under the NERC Reliability Standards; and
(q) At least thirty (30) days before the Term End Date or as soon as practicable
before the date of an early termination of this Agreement, (i) submit to the CAISO
the name of the Scheduling Coordinator that will replace Buyer, and (ii) cause the
Scheduling Coordinator that will replace Buyer to submit a letter to the CAISO
accepting the designation as Seller’s Scheduling Coordinator.
3.15 Power Product Curtailments at Transmission Provider’s or CAISO s Request.

‘
(a) Seller shall promptly curtail the production of the Power Product upon receipt of
a curtailment notice or instruction from the Transmission Provider or the CAISO

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ID# 2847, Houweling Nurseries Oxuard, Inc.
(which may be communicated by Buyer), which notice shall only be provided

when it reasonably believes that curtailment of the Power Product is required to
comply with (i) the Transmission Provider’s maintenance requirements and
operating orders, (ii) a CAISO Declared Over-Generation Condition, or (iii) an
Emergency.
(b) Notwithstanding Section 3.15(a), except as may be required in order to respond

to any Emergency, Buyer shall (i) use reasonable efforts to coordinate the
Transmission Provider’s curtailment needs with Seller to the extent Buyer can
influence such needs, or (ii) request that the Transmission Provider and the
CAISO limit the curtailment duration.
3.16 Report of Lost Output. To the extent the conditions set forth in Sections 3.16(a) through
(d) occur, Seller shall prepare and provide to Buyer, by the fifth (
th)
5
Business Day
following the end of each month during the Term, a lost output report. The lost output
report shall identify the date, time, duration, cause and amount by which the Metered
Energy was reduced below the Seller’s Forecast due to:
(a) Planned Outages;
(b) CAISO or Transmission Provider-ordered curtailments;
(c) Force Majeure; or
(d) Forced Outages.
3.17 Eligible CHP Facility Status.
(a) To the extent required by Applicable Law, administration of this Agreement or

program eligibility guidelines established by the CEC, within thirty (30) Business
Days following the Term Start Date or Notice from Buyer, Seller shall provide to
Buyer certification from the CEC that the Generating Facility meets the
applicable operating and efficiency standards for Eligible CHP Facilities for the
applicable year.
(b) Seller shall take all necessary steps, including making or supporting timely filings
with the appropriate Governmental Authority, in order to maintain certification of
the Eligible CHP Facility status of the Generating Facility throughout the Term.
(c) Seller shall provide to Buyer all documentation, including calculations and
verifiable supporting data provided to the appropriate Govenmental Authority,
which demonstrates the compliance of the Generating Facility with the Eligible
CHP Facility operating and efficiency standards for the applicable year.
3.18 Notice of Cessation or Termination of Service Agreements. Seller shall provide Notice
to Buyer within one (1) Business Day if there is a termination of, or cessation of service
under, any agreement required in order for the Generating Facility to:
.4,ticle Three Se1ler Obligations

Page 19
(a) Interconnect with the Transmission Provider’s electric system;
(b) Transmit and deliver electric energy to the Delivery Point; or
(c) Own and operate any CAISO-Approved Meter.
3.19 Buyer’s Access Rights. Upon providing at least five (5) Business Day advance Notice
to Seller, or as set forth in any Applicable Law (whichever is later), Buyer has the right
to examine the Site, the Generating Facility and the Operating records, provided that
Buyer follows Seller’s safety policies and procedures that Seller has communicated to
Buyer, does not interfere with or hinder Seller’s Operations, and agrees to escorted
access to the Generating Facility during regular business hours for:
(a) Any purpose reasonably connected with this Agreement;
(b) The exercise of any and all rights of Buyer under Applicable Law or its tariff
schedules and rules on file with the CPUC; or
(c) The inspection and testing of any Check Meter, CAISO-Approved Meter or the
Telemetry System.
Notwithstanding anything to the contrary set forth in this Section 3.19, in the case of an
Emergency which, in Buyer’s reasonable discretion, requires Buyer to examine the Site
or the Generating Facility, the Notice requirements of this Section 3.19 do not apply.
3.20 Seller Financial Information.
(a) The Parties shall determine, through consultation with their respective
independent registered public accounting firms, whether Buyer is required to
consolidate Seller’s financial statements with Buyer’s financial statements for
financial accounting purposes under Financial Accounting Standard Boards
Interpretation No. 46(R), “Consolidation of Variable Interest Entities” or future
guidance issued by accounting profession governance bodies or the SEC that
affects Buyer accounting treatment for this Agreement. If, as a result of this
review (or subsequent reviews as required), the Parties determine that such
consolidation is required for a given period, or in the event the Parties cannot
agree on whether consolidation is required, then the Parties agree to the following
provisions for such period.
(i) Within thirty (30) days following the end of each year, Seller shall deliver
to Buyer in a format mutually agreeable to the Parties: (1) unaudited
financial statements together with related footnotes as necessary to comply
with GAAP, and (2) a completed annual disclosure checklist with
supporting financial schedules necessary for Buyer to prepare its annual
filing with the SEC. Buyer will provide to Seller such checklist before the
end of each year and include only items considered material to Buyer. If
audited financial statements are prepared for the year, Seller shall provide
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ID# 2847, Hoiree1ing Nurseries Oxnard, Inc.
such statements to Buyer within five Business Days after those statements
are issued.
(ii) Within twenty (20) days following the end of each calendar quarter, Seller
shall deliver to Buyer in a format mutually agreeable to the Parties: (1) an
unaudited condensed statement of income for the calendar quarter and
year-to-date, (2) an unaudited condensed statement of cash flows for the
calendar quarter and year-to-date, (3) an unaudited condensed balance
sheet at the end of such calendar quarter, and (4) a completed quarterly
disclosure checklist with supporting financial schedules necessary for
Buyer to prepare its quarterly filing with the United States Securities and
Exchange Commission. Buyer will provide to Seller such checklist before
the end of each quarter and include only items considered material to
Buyer.
(iii) Seller shall prepare its financial statements to be delivered in accordance

with this Section 3.20 in accordance with GAAP.
(iv) Promptly upon Notice from Buyer, Seller shall allow Buyer’s internal
auditors and independent registered public accounting firm reasonable
access to Seller’s records and personnel, so that Buyer’s internal auditors
and independent registered public accounting firm can conduct financial
statement audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States), as well as internal control
audits in accordance with Section 404 of the Sarbanes-Oxley Act of 2002,
as applicable. Buyer shall take reasonable steps to ensure that its internal
auditors and independent registered public accounting firm (1) treat as
confidential any information disclosed to them by Buyer pursuant to this
Section 3.20(a)(iv), (2) such information is used solely for purposes of
conducting the audits described in this Section 3.20(a)(iv), (3) disclose any
information received only to personnel responsible for conducting the
audits. Within 30 days of Seller’s receipt of Notice from Buyer, Seller
shall remediate any material deficiency in Seller’s internal controls of
financial reporting identified by Buyer or Buyer’s independent registered
public accounting firm during or as a result of the audits permitted in this
Section 3.20(a)(iv), provided that Seller has the right to challenge the
appropriateness of any determination of deficiency. All reasonable
expenses for the foregoing shall be borne by Buyer.
(v) Within two (2) Business Days following the occurrence of any event
affecting Seller which Seller understands, during the Term, would require
Buyer to disclose such event in a Form 8-K filing with the SEC, Seller
shall provide to Buyer a Notice describing such event in sufficient detail to
permit Buyer to make a Form 8-K filing. Such items may include the
following:
4,iicle Three Seller Obligations

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ID# 2847, Houwe/ing Nurseries Oxnard, Inc.
1) Acquisition or disposition of a material amount of assets outside of

the ordinary course of Seller’s business;
2) Creation of a material “direct financial obligation” or “off-balance

sheet financing arrangement”, as such terms are defined in Item
2.03 of the Form 8-K, as amended from time to time;
3) Existence of “material legal proceedings”, as defined in Item 103

of Regulation S-K, as amended from time to time; and
4) Entry into, or termination of, a material contract upon which

Seller’s business is substantially dependent and outside of the
ordinary course of Seller’s business.
(b) Buyer shall treat Seller’s financial statements or other financial information
provided under the terms of this Section 3.20 in strict confidence and,
accordingly:
(i) Shall utilize such Seller financial information oniy for purposes of
preparing, reviewing or certifying Buyer’s or any Buyer parent company
financial statements, for making regulatory, tax or other filings required by
law in which Buyer is required to demonstrate or certify its or any parent
company’s financial condition or to obtain Credit Ratings; and
(ii) Shall make such Seller financial information available only to its officers,
directors, employees or auditors who are responsible for preparing,
reviewing or certifying Buyer’s or any Buyer parent company financial
statements, to the SEC and the Public Company Accounting Oversight
Board (United States) in connection with any oversight of Buyer’s or any
Buyer parent company financial statement and to those Persons who are
entitled to receive confidential information as identified in Sections
9.09(a)(vi) and 9.09(a)(vii).
3.21 NERC Electric System Reliability Standards.
(a) During the Term, for purposes of complying with any NERC Reliability
Standards applicable to the Generating Facility, Seller (or an agent of Seller as
agreed to by Buyer in its reasonable discretion) must be registered with the NERC
as the Generator Operator and the Generator Owner for the Generating Facility
and must perform all Generator Operator Obligations and Generator Owner
Obligations except those Generator Operator Obligations that Buyer, in its
capacity as Scheduling Coordinator is required to perform under this Agreement
or under the CAISO Tariff.
(b) Notwithstanding anything to the contrary set forth in this Section 3.21 and subject
to the indemnity obligations set forth in Section 9.03(g), each Party acknowledges
that such Party’s performance of the Generator Operator Obligations or Generator
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ID# 2847, Houweling Nurseries Oxnard. Inc.
Owner Obligations may not satisfy the requirements for self-certification or

compliance with the NERC Reliability Standards, and that it shall be the sole
responsibility of each Party to implement the processes and procedures required
by the NERC, the WECC, the CAISO, or a Governmental Authority in order to
comply with the NERC Reliability Standards.
(c) Buyer as Scheduling Coordinator will reasonably cooperate with Seller to the
extent necessary to enable Seller to comply and for Seller to demonstrate Seller’s
compliance with the NERC Reliability Standards referenced above. Buyer’s
cooperation will include providing to Seller, or such other Person as Seller
designates in writing, information in Buyer’s possession that Buyer as Scheduling
Coordinator has provided to the CAISO related to the Generating Facility or
actions that Buyer has taken as Scheduling Coordinator related to Seller’s
compliance with the NERC Reliability Standards referenced above (e.g., Seller’s
notices and updates provided by Buyer to the CAISO via SLIC). Buyer may, in its
reasonable discretion (depending upon the quantity of information requested by
Seller and the timeframe established by Seller for compliance), comply with the
requirement to provide information set forth in the previous sentence, by making
such information available for inspection by Seller or by providing responsive
summaries or excerpts of same, so long as the foregoing enables Seller to comply
with the NERC Reliability Standards. In addition, Buyer may redact any
information or data that is confidential to Buyer from materials or information to
be supplied to Seller.
3.22 Allocation of Availability Incentive Payments and Non-Availability Charges.
If the Generating Facility is subject to the terms of the Availability Standards, Non-
Availability Charges, and Availability Incentive Payments, as contemplated under
Section 40.9 of the CAISO Tariff, any Availability Incentive Payments will be for the
benefit of Seller and for Seller’s account and any Non-Availability Charges will be the
responsibility of Seller and for Seller’s account.
End ofArticle Three ***

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ID# 2847, Houu’eling Nurseries Oxnard, h?c.
ARTICLE FOUR. BUYER’S OBLIGATIONS

4.01 Obligation to Pay. For Seller’s full compensation under this Agreement during the Term,
Buyer shall make a monthly payment (a “Monthly Contract Payment”): (a) calculated
pursuant to Exhibit C to this Agreement for Sellers who have interconnected the
Generating Facility pursuant to a non-FERC jurisdictional interconnection tariff and (b) if
the Generating Facility is interconnected pursuant to a WDAT or the CAISO Tariff, and
Seller is able to commence the Term Start Date and begin energy deliveries, but is not yet
able to provide Resource Adequacy Benefits in compliance with all CPUC and CAISO
requirements, then, the Monthly Contract Payment for the Power Product shall be
calculated in accordance with the Applicable QF 20MW Settlement Contract Payment
Provisions with Seller being paid the short run avoided cost rate for energy and as-
available capacity applicable under the Applicable QF 20MW Settlement Contract
Payment Provisions until the first day of the month following the date that Seller notifies
Buyer that the Generating Facility is able to be counted for resource adequacy purposes
and is able to provide Resource Adequacy Benefits in compliance with all CPUC and
CAISO requirements, at which time the Monthly Contract Payment for the Power
Product shall be calculated pursuant to Exhibit C of this Agreement. Seller
acknowledges and agrees that so long as the Monthly Contract Payment is determined in
accordance with the Applicable QF 20MW Settlement Contract Payment Provisions,
Seller shall be obligated to comply with and be bound by all such Applicable QF 20MW
Settlement Contract Payment Provisions and such Applicable QF 20MW Settlement
Contract Payment Provisions shall be deemed to be terms of this Agreement. Seller
agrees to notify Buyer when Seller is able to have the Generating Facility counted for
resource adequacy purposes and provide Resource Adequacy Benefits in compliance with
all CPUC and CAISO requirements within five (5) Business Days of the occurrence
thereof. Notwithstanding anything to the contrary in this Agreement, if during an
applicable QF Settlement Contract Payment Period any payment is required under the
provisions of this Agreement which is duplicative of any payment required under the QF
20MW Settlement Contract, the payment shall be calculated and determined in
accordance with the QF 20MW Settlement Contract.
4.02 Payment Adjustments.
(a) Buyer shall adjust each Monthly Contract Payment determined under the QF
20MW Settlement Contract in accordance with the Applicable QF 20MW
Settlement Contract Payment Provisions, including, without limitation, the terms
of Section 4.02 of the QF 20MW Settlement Contract. Buyer shall adjust each
Monthly Contract Payment determined under Exhibit C of this Agreement to
Seller to account for:
(i) Scheduling Fees owed by Seller to Buyer, as set forth in Exhibit E;
(ii) Any SDD Energy Adjustment or SDD Administrative Charge, as set forth
in Exhibit I;
(iii) Any CAISO Charges owed by Seller to Buyer, as set forth in Exhibit H
Article Four B,ivers’ Obligations

Page 24
ID# 2847. Houweling Nurseries Oxnard. Inc.
(iv) Any payment adjustments (including adjustments to CAISO Charges)

provided for under this Agreement;
(v) Any Governmental Charges owed by either Party to the other Party, as set
forth in Section 8.02; and
(vi) The agreement of the Parties that Buyer shall have no liability to make any
payments to Seller for any electricity deliveries from the Generating
Facility in a Term Year that exceed one hundred and twenty percent
(120%) of Expected Term Year Energy Production.
(b) During the Term, any payment adjustments will be added to or deducted from a
subsequent regular Monthly Contract Payment that is made by Buyer to Seller
after the expiration of a 30-day period which begins upon Buyer’s receipt of all of
the information required in order to calculate the payment adjustment, provided
that during the QF Settlement Contract Payment Period this provision shall not
be applicable and the Applicable QF 20MW Settlement Contract Payment
Provisions shall apply.
(c) After the Term End Date, Buyer shall invoice Seller for any payment adjustments
within sixty (60) days of Buyer’s receipt of all of the information required in
order to calculate the payment adjustment, provided that during the QF Settlement
Contract Payment Period this provision shall not be applicable and the Applicable
QF 20MW Settlement Contract Payment Provisions shall apply.
4.03 Payment Statement and Payment.
(a) No later than thirty (30) days after the end of each calendar month (or the last day
of the month if the month in which the payment statement is being sent is
February), or the last Business Day of the month if such day (or 28
th
or
day for February) is not a Business Day, Buyer shall mail to Seller:
(i) A table showing the hourly electric energy quantities for each of the
following, in MWh per hour:
1) Seller’s Energy Forecast;
2) Seller’s Day-Ahead Forecast;
3) Metered Energy;
4) The final Buyer Energy Schedule; and
5) The final Buyer Parent Energy Schedule.
(ii) A statement showing:
Article Four Buyer Obligations

Page 25
1) TOD Period subtotals and overall monthly totals for each of the
items set forth in Section 4.03(a)(i);
2) A calculation of the Monthly Contract Payment, as set forth in

Exhibit C;
3) A calculation of any payment adjustments pursuant to

Section 4.02; and
4) A calculation of the net dollar amount due for the month.
(iii) Buyer’s payment to Seller, in accordance with Section 9.15, in the net
dollar amount owed to Seller for the month; provided, however, in the
event the statement shows a net amount owed to Buyer, Seller shall pay
such amount within twenty (20) days of the statement date.
(b) If Buyer determines that a calculation of Metered Energy is incorrect as a result of

an inaccurate meter reading or the correction of data by the CAISO in the
CAISO’s meter-data acquisition and processing system, Buyer shall promptly
recompute the Metered Energy quantity for the period of the inaccuracy based on
an adjustment of such inaccurate meter reading in accordance with the CAISO
Tariff.
Buyer shall then promptly recompute any payment or payment adjustment

affected by such inaccuracy. Any amount due from Buyer to Seller or Seller to
Buyer, as the case may be, shall be made as an adjustment to the next monthly
statement that is calculated after Buyer’s recomputation using corrected
measurements.
If the recomputation results in a net amount owed to Buyer after offsetting any
amounts owing to Seller as shown on the next monthly statement, any such
additional amount still owing to Buyer shall be shown as an adjustment on
Seller’s monthly statement until such amount is fully collected by Buyer.
At Buyer’s sole discretion, Buyer may offset any remaining amount owed to
Buyer in any subsequent monthly payments to Seller or invoice Seller for such
amount, in which case Seller must pay the amount owing to Buyer within twenty
(20) days of receipt of such invoice.
(c) Buyer reserves the right to deduct amounts that would otherwise be due to Seller
under this Agreement from any amounts owing and unpaid by Seller to Buyer:
(i) Under this Agreement; or
(ii) Arising out of or related to any other agreement, tariff, obligation or

liability pertaining to the Generating Facility.
Article Four Biiver Obligations

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ID# 2847, Houit’eling Nurseries Oxnard, Inc.
(d) Except as provided in Section 4.03(b) and as otherwise provided in this

Section 4.03(d), if, within ninety (90) days of receipt of Buyer’s payment
statement, Seller does not give Notice to Buyer of an error, then Seller shall be
deemed to have waived any error in Buyer’s statement, computation and payment
and the statement shall be conclusively deemed correct and complete; provided,
however, that if an error is identified by Seller as a result of settlement, audit or
other information provided to Seller by the CAISO after the expiration of the
original 90-day period, Seller shall have an additional ninety (90) days from the
date on which it receives the information from the CAISO in which to give Notice
to Buyer of the error identified by such settlement, audit or other information.
If Seller identifies an error in Seller’s favor and Buyer agrees that the identified
error occurred, Buyer shall reimburse Seller for the amount of the underpayment
caused by the error and add the underpayment to the next monthly statement that
is calculated.
If Seller identifies an error in Buyer’s favor and Buyer agrees that the identified
error occurred, Seller shall reimburse Buyer for the amount of overpayment
caused by the error and Buyer shall apply the overpayment to the next monthly
statement that is calculated.
If the recomputation results in a net amount still owing to Buyer after applying the
overpayment, the next monthly statement shall show a net amount owing to
Buyer.
At Buyer’s sole discretion, Buyer may apply this net amount owing to Buyer in
any subsequent monthly statements to Seller or invoice Seller for such amount, in
which case Seller must pay the amount owing to Buyer within twenty (20) days of
receipt of such invoice.
The Parties shall negotiate to resolve any disputes regarding claimed errors in a
statement. Any disputes which the Parties are unable to resolve through
negotiation may be submitted for resolution through the dispute resolution
procedure in Article Ten.
(e) Nothing in this Section 4.03 limits a Party’s rights under applicable tariffs, other
agreements or Applicable Law.
(f) Notwithstanding anything to the contrary in this Section 4.03, this Section 4.03
shall not be applicable during or with respect to any QF Settlement Contract
Payment Period applicable under this Agreement and during such time the
Applicable QF 20MW Settlement Contract Payment Provisions shall apply.
4.04 No Representation by Buyer. Any review by Buyer of the design, engineering,

construction, testing and Operation of the Generating Facility is solely for Buyer’s
information. Buyer makes no representation that:
Article Four Buvets Obligations

Page 27
(a) It has reviewed the financial viability, technical feasibility, operational capability,
or long term reliability of the Generating Facility;
(b) The Generating Facility complies with any Applicable Laws; or
(c) The Generating Facility will be able to meet the terms of this Agreement.
Seller shall in no way represent to any third party that any such review by Buyer
constitutes any such representation.
4.05 Buyer’s Responsibility. Buyer shall, at its sole cost, obtain and maintain all distribution,
transmission and interconnection rights and agreements (including all Governmental
Authority approvals) required to enable transmission and delivery of electric energy at
and after the Delivery Point.
4.06 Buyer As Scheduling Coordinator. Buyer shall take all steps necessary to become the
Scheduling Coordinator for the Generating Facility during the Term.
End ofArticle Four
Article Four Bin’er Obligations

Page 28
ARTICLE FIVE. FORCE MAJEURE
5.01 No Default for Force Majeure. Neither Party will be in default in the performance of any
of its obligations set forth in this Agreement, except for obligations to pay money, when
and to the extent failure of performance is caused by Force Majeure.
5.02 Requirements Applicable to the Claiming Party. If a Party, because of Force Majeure, is
rendered wholly or partly unable to perform its obligations when due under this
Agreement, such Party (the “Claiming Party”) shall be excused from whatever
performance is affected by the Force Maj cure to the extent so affected.
In order to be excused from its performance obligations under this Agreement by reason
of Force Majeure:
(a) The Claiming Party, within fourteen (14) days after the initial occurrence of the
claimed Force Maj cure, must give the other Party Notice describing the
particulars of the occurrence; and
(b) The Claiming Party must timely provide evidence reasonably sufficient to
establish that the occurrence constitutes Force Maj cure as defined in this
Agreement.
The suspension of the Claiming Party’s performance due to Force Majeure may not be
greater in scope or longer in duration than is required by such Force Majeure.
In addition, the Claiming Party shall use diligent efforts to remedy its inability to
perform.
This Article Five will not require the settlement of any strike, walkout, lockout or other
labor dispute on terms which, in the sole judgment of the Claiming Party, are contrary to
its interest. It is understood and agreed that the settlement of strikes, walkouts, lockouts
or other labor disputes shall be at the sole discretion of the Claiming Party.
When the Claiming Party is able to resume performance of its obligations under this
Agreement, the Claiming Party shall give the other Party prompt Notice to that effect.
5.03 Termination. The non-Claiming Party may terminate this Agreement on Notice, which
Notice will be effective five (5) Business Days after such Notice is provided, in the event
of Force Maj cure which materially interferes with the Claiming Party’s ability to perform
its obligations under this Agreement and which extends for more than three hundred and
sixty-five (365) consecutive days, or for more than a total of three hundred and sixty-five
(365) days in any consecutive 540-day period.
‘‘“
End ofArticle Five ‘“‘
Article Five Force Majeure

Page 29
ARTICLE SIX. EVENTS OF DEFAULT; REMEDIES

6.01 Events of Default. An “Event of Default” means the occurrence of any of the following:
(a) With respect to either Party (a “Defaulting Party”):
(i) Any representation or warranty made by such Party in this Agreement that
is false or misleading in any material respect when made or when deemed
made or repeated if the representation or warranty is continuing in nature,
if such misrepresentation or breach of warranty is not:
1) Remedied within ten (10) Business Days after Notice from the
Non-Defaulting Party to the Defaulting Party; or
2) Capable of a cure, but the Non-Defaulting Party’s damages

resulting from such misrepresentation or breach of warranty can
reasonably be ascertained and the payment of such damages is not
made within ten (10) Business Days after a Notice of such
damages is provided by the Non-Defaulting Party to the Defaulting
Party;
(ii) Except for an obligation to make payment when due, the failure to
perform any material covenant or obligation set forth in this Agreement
(except to the extent constituting a separate Event of Default or to the
extent excused by a Force Majeure) if such failure is not remedied within
thirty (30) days after Notice of such failure is provided by the Non-
Defaulting Party to the Defaulting Party, which Notice sets forth in
reasonable detail the nature of the Event of Default; provided, however,
that if the Event of Default is not reasonably capable of being cured within
such 30-day cure period, the Defaulting Party shall have such additional
time (not to exceed 120 days) as is reasonably necessary to cure such
Event of Default, so long as such Defaulting Party promptly commences
and diligently pursues such cure;
(iii) A Party fails to make when due any payment (other than amounts disputed
in accordance with the terms of this Agreement) due and owing under this
Agreement and such failure is not cured within five Business Days after
Notice is provided by the Non-Defaulting Party to the Defaulting Party of
such failure;
(iv) A Party becomes Bankrupt; or
(v) A Party consolidates or amalgamates with, or merges with or into, or

transfers all or substantially all of its assets to, another Person and, at the
time of such consolidation, amalgamation, merger or transfer, the
resulting, surviving or transferee Person fails to assume all the obligations
of such Party under this Agreement to which such Party or its predecessor
Article Six Events of Default; Remedies

Page 30
was a party by operation of law or pursuant to an agreement reasonably

satisfactory to the other Party.
(b) With respect to Seller’s Guarantor, if any (each event listed below to be deemed
an Event of Default with respect to Seller):
(i) Any representation or warranty made by a Guarantor in connection with

this Agreement is false or misleading in any material respect when made
or when deemed made or repeated if the representation or warranty is
continuing in nature and the misrepresentation or breach of warranty is not
remedied within ten (10) Business Days after Notice;
(ii) The failure of a Guarantor to make any payment required or to perform

any other material covenant or obligation in any Guaranty Agreement and
such failure is not remedied within three (3) Business Days after Notice is
provided by the Non-Defaulting Party to the Guarantor;
(iii) A Guarantor becomes Bankrupt and replacement credit support is not

provided within three (3) Business Days after Notice;
(iv) The occurrence and continuation of a default, event of default or other

similar condition or event under one or more agreements or instruments,
individually or collectively, relating to indebtedness for borrowed money
in the aggregate amount of not less than the Cross Default Amount, which
results in such indebtedness becoming immediately due and payable and
replacement credit support is not provided within three (3) Business Days
after Notice;
(v) The failure of any Guaranty Agreement to be in full force and effect for
purposes of this Agreement (other than in accordance with its terms) and
replacement credit support is not provided within three (3) Business Day
after Notice; or
(vi) The Guarantor repudiates, disaffirms, disclaims, or rejects, in whole or in

part, or challenges the validity of any Guaranty Agreement given to Buyer
and replacement credit support is not provided within three (3) Business
Days after Notice.
(c) With respect to Seller:
(i) Seller does not own or lease the Generating Facility or otherwise have the
authority over the Generating Facility as required in Section 3.04, and
Seller has not cured a failure with respect to Section 3.04(a) within thirty
(30) days after providing Notice to Buyer in accordance with Section
3.04(a);
Article Six Events of Default: Remedies

Page 31
ID# 2847, Houweling Nurseries Oxnard, hic.
(ii) The total quantity of Metered Energy in any Term Year is less than 10%
percent the Expected Term Year Energy Production, and Seller fails to
demonstrate a legitimate reason for such failure within ten (10) Business
Days after Notice from Buyer;
(iii) Except as provided for in Section 3.0 1(e), Seller (1) conveys, transfers,
allocates, designates, awards, reports or othenvise provides any and all of
the Product, or any portion thereof, or any benefits derived therefrom, to
any party other than Buyer (except as may relate to transactions in the
imbalance market arising from ordinary course deviations between
Metered Energy and energy Scheduled to Buyer), or (2) starts up or
Operates the Generating Facility per instruction of or for the benefit of any
third party (except in order to satisfy the Site Host Load, or as required by
other Applicable Laws);
(iv) Seller intentionally or knowingly delivers, Schedules, or attempts to

deliver or Schedule at the Delivery Point for sale under this Agreement
electric energy that was not generated by the Generating Facility;
(v) Seller removes from the Site equipment upon which the As-Available
Contract Capacity has been based, except for the purposes of replacement,
refurbishment, repair, repowenng or maintenance, and such equipment is
not returned within five (5) Business Days after Notice from Buyer to
Seller;
(vi) Termination of, or cessation of service under, any agreement necessary for
the interconnection of the Generating Facility to the Transmission
Provider’s electric system for transmission and delivery of the electric
energy from the Generating Facility to the Delivery Point, or for metering
the Metered Energy, and such service is not reinstated, or alternative
arrangements implemented, within one hundred and twenty (120) days
after such termination or cessation;
(vii) Seller fails to provide any financial statements or other information within
the timeframe and in the manner set forth in Section 3.20, and such failure
is not remedied within ten (10) days after Notice from Buyer to Seller;
(viii) Seller fails to remediate any material deficiency in internal controls over
financial reporting in accordance with Section 3.20;
(ix) Seller fails to take all reasonable actions and execute all documents or
instruments that are reasonable and necessary to effectuate the use of the
Related Products for Buyer’s benefit throughout the Term as specified in
Section 3.01, if such failure is not remedied within ten (10) days after
Notice of such failure is provided by Buyer to Seller, which Notice sets
forth in reasonable detail the nature of the Event of Default; proi’ided,
,4rticle SLr Events of Default; Remedies

Page 32
however, that if the Event of Default is not reasonably capable of being

cured within such 10-day cure period, Seller shall have such additional
time (not to exceed 120 days) as is reasonably necessary to cure such
Event of Default, so long as Seller promptly commences and diligently
pursues such cure;
(x) The occurrence and continuation of a default, event of default or other

similar condition or event under any loan agreement with any Lender, or
under any other related agreement or instrument with or for the benefit of
any Lender, which results in any indebtedness under those agreements or
instruments becoming immediately due and payable; provided, however, if
Seller, Buyer and a Lender have entered into a Collateral Assignment
Agreement with substantially the provisions set forth in Section 9.05, and
the terms of such Collateral Assignment Agreement conflict or are
inconsistent with this Section 6.01 (c)(x), the provisions of the Collateral
Assignment Agreement control;
(xi) If any failure by Seller to comply with the CAISO Tariff materially
impacts Buyer’s ability to comply with this Agreement, the CAISO Tariff
or other Applicable Laws, and such failure by Seller (including any
consequences suffered by Buyer) is not cured within thirty (30) days after
Notice from Buyer to Seller;
(xii) If Seller materially modifies the Generating Facility without Buyer’s prior
written consent;
(xiii) Seller fails to satisfy the creditworthiness and collateral requirements in

Sections 2 and 3 of Exhibit D and such failure is not cured within five (5)
Business Days after Notice is provided by Buyer to Seller of such failure;
(xiv) The stock or equity ownership interest in Seller has been pledged or
assigned as collateral or otherwise to any party other than Lender;
(xv) Seller fails to post and maintain the Development Security pursuant to
Section 4(b) of Exhibit D and such failure is not cured within five
Business Days after Notice of such failure;
(xvi) Seller fails to maintain its status as an Eligible CHP Facility during the
Term; or
(xvii) If Seller fails to satisfy all of the conditions set forth in Section 2.01 before
the Term Start Date, and such failure is not cured within 30 Business Days
after Notice from Buyer to Seller.
Article Sti Events of Default; Remedies

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JD# 2847, Houweling Nurseries Oxnard, Inc.
6.02 Early Termination. If an Event of Default has occurred there will be no opportunity to
cure except as specified in Section 6.01 or pursuant to a Collateral Assignment
Agreement agreed upon by Buyer, Seller and Lender in accordance with Section 9.05.
The Party taking the default (the “Non-Defaulting Party”) will have the right to:
(a) Designate by Notice to the Defaulting Party a date, no later than twenty (20) days
after the Notice is effective, for the early termination of this Agreement (an “Early
Termination Date”);
(b) Immediately suspend performance under this Agreement; and
(c) Pursue all remedies available at law or in equity against the Defaulting Party
(including monetary damages), except to the extent that such remedies are limited
by the terms of this Agreement.
6.03 Termination Payment. As soon as practicable after an Early Termination Date is

declared, the Non-Defaulting Party shall provide Notice to the Defaulting Party of the
sum of all amounts owed by the Defaulting Party under this Agreement, including
Forward Settlement Amounts, less any amounts owed by the Non-Defaulting Party to the
Defaulting Party under this Agreement (the “Termination Payment”). The Notice shall
include a written statement, setting forth, in reasonable detail, the calculation of such
Termination Payment together with appropriate supporting documentation. If the
Generating Facility is a New Eligible CHP Facility, no Forward Settlement Amount is
assessed for any Termination Payment due to Buyer as the Non-Defaulting Party by
Seller as the Defaulting Party if this Agreement is terminated before the Term Start Date.
If the Termination Payment is positive, the Defaulting Party shall pay such amount to the
Non-Defaulting Party within ten (10) Business Days after the Notice is provided. If the
Termination Payment is negative (i.e., the Non-Defaulting Party owes the Defaulting
Party more than the Defaulting Party owes the Non-Defaulting Party), then the Non-
Defaulting Party shall pay such amount to the Defaulting Party within 10 Business Days
after the Notice is provided.
The Parties shall negotiate to resolve any disputes regarding the calculation of the
Termination Payment. Any disputes which the Parties are unable to resolve through
negotiation may be submitted for resolution through the dispute resolution procedure in
Article Ten.
End ofArticle Six
Article Six Events of Default: Remedies

Page 34
ARTICLE SEVEN. LIMITATIONS OF LIABILITIES
EXCEPT AS SET FORTH TN THIS ARTICLE SEVEN, THERE ARE NO WARRANTIES BY

EITHER PARTY UNDER THIS AGREEMENT, INCLUDING ANY WARRANTY OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND ANY AND
ALL IMPLIED WARRANTIES ARE DISCLAIMED. THE PARTIES CONFIRM THAT THE
EXPRESS REMEDIES AND MEASURES OF DAMAGES PROVIDED IN THIS
AGREEMENT SATISFY THE ESSENTIAL PURPOSES HEREOF.
FOR BREACH OF ANY PROVISION FOR WHICH AN EXPRESS REMEDY OR MEASURE
OF DAMAGES IS PROVIDED, SUCH EXPRESS REMEDY OR MEASURE OF DAMAGES
IS THE SOLE AND EXCLUSIVE REMEDY, THE OBLIGOR’S LIABILITY IS LIMITED AS
SET FORTH IN SUCH PROVISION AND ALL OTHER REMEDIES OR DAMAGES AT
LAW OR IN EQUITY ARE WAIVED, UNLESS THE PROVISION IN QUESTION
PROVIDES THAT THE EXPRESS REMEDIES ARE IN ADDITION TO OTHER REMEDIES
THAT MAY BE AVAILABLE.
IF NO REMEDY OR MEASURE OF DAMAGES IS EXPRESSLY PROVIDED FOR IN THIS
AGREEMENT, THE OBLIGOR’S LIABILITY IS LIMITED TO DIRECT ACTUAL
DAMAGES ONLY, SUCH DIRECT ACTUAL DAMAGES IS THE SOLE AND EXCLUSIVE
REMEDY AND ALL OTHER REMEDIES OR DAMAGES AT LAW OR IN EQUITY ARE
WAIVED.
THE VALUE OF ANY PRODUCTION TAX CREDITS DETERMINED ON AN AFTER-TAX
BASIS, LOST DUE TO BUYER’S DEFAULT (WHICH SELLER HAS NOT BEEN ABLE TO
MITIGATE AFTER USE OF REASONABLE EFFORTS) IF ANY, SHALL BE DEEMED
DIRECT DAMAGES.
THE VALUE OF ANY INVESTMENT TAX CREDITS DETERMINED ON AN AFTER-TAX
BASIS, LOST DUE TO BUYER’S DEFAULT (WHICH SELLER HAS NOT BEEN ABLE TO
MITIGATE AFTER USE OF REASONABLE EFFORTS) IF ANY, SHALL BE DEEMED
DIRECT DAMAGES.
UNLESS EXPRESSLY PROVIDED FOR IN THIS AGREEMENT, INCLUDING THE
PROVISIONS OF SECTION 9.03, NEITHER PARTY SHALL BE LIABLE FOR
CONSEQUENTIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR INDIRECT DAMAGES,
LOST PROFITS OR OTHER BUSINESS INTERRUPTION DAMAGES, BY STATUTE, IN
TORT OR CONTRACT, UNDER ANY INDEMNITY PROVISION OR OTHERWISE.
IT IS THE INTENT OF THE PARTIES THAT THE LIMITATIONS IMPOSED IN THIS
ARTICLE SEVEN ON REMEDIES AND THE MEASURE OF DAMAGES BE WITHOUT
REGARD TO THE CAUSE OR CAUSES RELATED THERETO, INCLUDING THE
NEGLIGENCE OF ANY PARTY, WHETHER SUCH NEGLIGENCE BE SOLE, JOINT OR
CONCURRENT, OR ACTIVE OR PASSIVE.
TO THE EXTENT ANY DAMAGES REQUIRED TO BE PAID UNDER THIS AGREEMENT
ARE LIQUIDATED, THE PARTIES ACKNOWLEDGE THAT THE DAMAGES ARE
DIFFICULT OR IMPOSSIBLE TO DETERMINE, OR OTHERWISE OBTAINING AN
Article Seven Limitations of Liabilities

Page 35
ADEQUATE REMEDY IS INCONVENIENT AND THE DAMAGES CALCULATED

UNDER THIS AGREEMENT CONSTITUTE A REASONABLE APPROXIMATION OF THE
HARM OR LOSS.
NOTHING TN THIS ARTICLE SEVEN PREVENTS, OR IS INTENDED TO PREVENT
BUYER FROM PROCEEDING AGAINST OR EXERCISING ITS RIGHTS WITH RESPECT
TO ANY SECURED INTEREST iN COLLATERAL.
*** End ofArticle Seven ***
Article Seven Limitations ofLiabilities

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JD# 2847. Houweling Nurseries Oxnard, Inc.
ARTICLE EIGHT. GOVERNMENTAL CHARGES
8.01 Cooperation to Minimize Tax Liabilities. Each Party shall use diligent efforts to
implement the provisions of and to administer this Agreement in accordance with the
intent of the Parties to minimize all taxes, so long as neither Party is materially adversely
affected by such efforts.
8.02 Governmental Charges. Seller shall pay or cause to be paid all taxes imposed by any
Governmental Authority on or with respect to the Generating Facility, Monthly Contract
Payments made by Buyer to Seller, or the Power Product before the Delivery Point,
including ad valorem taxes and other taxes attributable to the Generating Facility, the Site
or land rights or interests in the Site or the Generating Facility (“Governmental
Charges”).
Buyer shall pay or cause to be paid all Governmental Charges on or with respect to the
Power Product at and after the Delivery Point.
If Seller is required by Applicable Laws to remit or pay Governmental Charges which are
Buyer’s responsibility under this Agreement, Buyer shall promptly reimburse Seller for
such Governmental Charges.
If Buyer is required by Applicable Law or regulation to remit or pay Governmental

Charges which are Seller’s responsibility under this Agreement, Buyer may deduct such
amounts from payments to Seller made pursuant to Article Four.
If Buyer elects not to deduct such amounts from Seller’s payments, Seller shall promptly
reimburse Buyer for such amounts upon Notice from Buyer of the amount to be
reimbursed.
Nothing shall obligate or cause a Party to pay or be liable to pay any Governmental
Charges for which it is exempt under Applicable Laws.
8.03 Providing Information to Taxing Governmental Authorities. To the extent required by

Applicable Law and subject to Section 9.09(b), each Party shall provide information
concerning the Generating Facility to any requesting taxing Governmental Authority.
End ofArticle Eight
Article Eigli t Governmental Charges

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ARTICLE NINE. MISCELLANEOUS

9.01 Representations and Warranties. On the Effective Date, each Party represents, warrants,
and covenants to the other Party that:
(a) It is duly organized, validly existing and in good standing under the laws of the
jurisdiction of its formation;
(b) It has or will timely acquire all regulatory authorizations necessary for it to legally
perform its obligations under this Agreement;
(c) The execution, delivery and performance of this Agreement are within its powers,
have been duly authorized by all necessary action and do not violate any of the
terms and conditions in its governing documents, any contracts to which it is a
party or any Applicable Laws;
(d) This Agreement constitutes a legally valid and binding obligation enforceable
against it in accordance with its terms, subject to any Equitable Defenses;
(e) There is not pending, or to its knowledge threatened against it or, in the case of
Seller, any of its Affiliates, any legal proceeding that could materially adversely
affect its ability to perform under this Agreement;
(f) No Event of Default with respect to it has occurred and is continuing and no such
event or circumstance will occur as a result of its entering into or performing its
obligations under this Agreement;
(g) It is acting for its own account, and its decision to enter into this Agreement is
based upon its own judgment, not in reliance upon the advice or recommendations
of the other Party and it is capable of assessing the merits of and understanding,
and understands and accepts the terms, conditions and risks of this Agreement;
(h) It has not relied on any promises, representations, statements or information of

any kind whatsoever that are not contained in this Agreement in deciding to enter
into this Agreement; and
(i) It has entered into this Agreement in connection with the conduct of its business
and it has the capacity or ability to provide or receive the Power Product as
contemplated by this Agreement.
9.02 Additional Representations, Warranties, and Covenants by Seller. Seller represents,

warrants and covenants to Buyer that:
(a) It will have Site Control as of the earlier of(i) the Term Start Date or (ii) any
period before the Term Start Date to the extent necessary for Seller to perform its
obligations under this Agreement and, in each case, will maintain Site Control
throughout the Term;
Article Nine Miscellaneous

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JD# 2847, Hoinveling Nurseries Oxnard, Inc.
(b) During the Term, it or its subcontractors will own or lease and Operate the
Generating Facility unless otherwise agreed to by the Parties;
(c) It will deliver the Product to Buyer free and clear of all liens, security interests,
Claims and encumbrances or any interest therein or thereto by any Person
throughout the Term;
(d) It will hold throughout the Term the rights to all of the Product, subject to the
terms of this Agreement;
(e) During the Term, it does not, and will not (1) convey, transfer, allocate, designate,
award, report or otherwise provides any or all of the Product, or any portion
thereof, or any benefits derived therefrom, to any party other than Buyer, or (2)
start-up or Operate the Generating Facility per instruction of or for the benefit of
any third party (except in order to satisf,’ the Site Host Load, or as required by
other Applicable Laws);
(f) During the Term, the Generating Facility qualifies as an Eligible CHP Facility;
and
(g) The Generating Facility meets all applicable greenhouse gas emissions standards,
as such standards may change from time to time during the Term.
9.03 Indemnity.
(a) Each Party as indemnitor shall defend, save harmless and indemnify the other
Party and the directors, officers, employees, and agents of such other Party
against and from any and all loss, liability, damage, claim, cost, charge, demand,
or expense (including any direct, indirect, or consequential loss, liability, damage,
claim, cost, charge, demand, or expense, including reasonable attorneys’ fees) for
injury or death to Persons, including employees of either Party, and physical
damage to property including property of either Party arising out of or in
connection with the negligence or willful misconduct of the indemnitor relating to
its obligations under this Agreement.
This indemnity applies notwithstanding the active or passive negligence of the

indemnitee. However, neither Party is indenmified under this Agreement for its
loss, liability, damage, claim, cost, charge, demand or expense to the extent
resulting from its negligence or willful misconduct.
(b) Each Party releases and shall defend, save harmless and indemnify the other Party
from any and all loss, liability, damage, claim, cost, charge, demand or expense
arising out of or in connection with any breach made by the indemnifying Party of
its representations, warranties and covenants in Section 9.01 and Section 9.02.

Page 39
(c) The provisions of this Section 9.03 may not be construed to relieve any insurer of
its obligations to pay any insurance Claims in accordance with the provisions of
any valid insurance policy.
(d) Notwithstanding anything to the contrary in this Agreement, if Seller fails to

comply with the provisions of Sections 3.20(a)(v) or 9.10, Seller shall, at its own
cost, defend, save harmless and indemnify Buyer, its directors, officers,
employees, and agents, assigns, and successors in interest, from and against any
and all loss, liability, damage, claim, cost, charge, demand, or expense of any kind
or nature (including any direct, indirect, or consequential loss, damage, claim,
cost, charge, demand, or expense, including reasonable attorneys’ fees and other
costs of litigation), resulting from injury or death to any person or damage to any
property, including the personnel or property of Buyer, to the extent that Buyer
would have been protected had Seller complied with all of the provisions of
Sections 3.20(a)(v) and 9.10.
The inclusion of this Section 9.03(d) is not intended to create any express or
implied right in Seller to elect not to provide the insurance required under
Section 9.10.
(e) Each Party shall defend, save harmless and indemnify the other Party against any
Governmental Charges for which such indemnifying Party is responsible under
Article Eight.
(f) Seller shall defend, save harmless and indemnify Buyer against any penalty
imposed upon Buyer as a result of Seller’s failure to fulfill its obligations
regarding Resource Adequacy Benefits as set forth in Sections 3.01 and 3.02.
(g) Seller is solely responsible for any NERC Standards Non-Compliance Penalties
arising from or relating to Seller’s failure to perform the Generator Operator
Obligations or the Generator Owner Obligations for which Seller is responsible,
in accordance with Section 3.21, and will indemnify, defend and hold Buyer
harmless from and against all liabilities, damages, Claims, losses, and reasonable
costs and expenses (which shall include reasonable costs and expenses of outside
or in-house counsel) incurred by Buyer arising from or relating to Seller’s actions
or inactions that result in NERC Standards Non-Compliance Penalties or an
attempt by any Governmental Authority, Person to assess such NERC Standards
Non-Compliance Penalties against Buyer. Buyer will indemnify, defend and hold
Seller harmless from and against all liabilities, damages, Claims, losses and
reasonable costs and expenses (which shall include reasonable costs of outside
and in-house counsel) incurred by Seller for any NERC Standards Non
Compliance Penalties to the extent they are due to Buyer’s negligence or willful
misconduct in performing its role as Seller’s Scheduling Coordinator during the
Term.
Article Nine 4liscellaneo,,s

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ID# 2847, Hoirii’eling Ninseries Oxnard, Inc.
(h) All indemnity rights will survive the termination of this Agreement for twelve
(12) months.
9.04 Assignment. Neither Party may assign this Agreement or its rights under this Agreement
without the prior written consent of the other Party, which consent may not be
unreasonably withheld or delayed. Any direct or indirect change of control of either Party
(whether voluntary or by operation of law) will be deemed an assignment and will require
the prior written consent of the other Party, which consent will not be unreasonably
withheld. Notwithstanding anything to the contrary in this Section 9.04, Seller may,
without the consent of Buyer (and without relieving itself from liability hereunder):
(a) Transfer, sell, pledge, encumber or assign this Agreement or the accounts,
revenues or proceeds hereof in connection with any financing or other financial
arrangements in accordance with Section 9.05; and
(b) Transfer or assign this Agreement to an Affiliate of Seller which Affiliate’s

creditworthiness is equal to or higher than that of Seller.
9.05 Consent to Collateral Assignment. Subject to the provisions of this Section 9.05, Seller
has the right to assign this Agreement as collateral to a Lender for any financing or
refinancing of the Generating Facility, including a Sale-Leaseback Transaction or Equity
Investment and, in connection therewith, Buyer shall in good faith work with Seller and
Lender to agree upon a consent to a collateral assignment of this Agreement or to a Sale
Leaseback Transaction or Equity Investment, as applicable (“Collateral Assignment
Agreement”).
The Collateral Assignment Agreement shall be in form and substance reasonably agreed
to by Buyer, Seller and Lender, and shall include, among others, the following provisions
(together with such other commercially reasonable provisions required by any Lender
that are reasonably acceptable to Buyer):
(a) Buyer shall give, to the Person(s) to be specified by Lender in the Collateral
Assignment Agreement, simultaneously with the Notice to Seller and before
exercising its right to terminate this Agreement, written Notice of any event or
circumstance known to Buyer which would, if not cured within the applicable
cure period specified in Article Six, constitute an Event of Default (an “Incipient
Event of Default”);
(b) Lender shall have the right to cure an Incipient Event of Default or an Event of
Default by Seller in accordance with the same provisions of this Agreement as
apply to Seller;
(c) Following an Event of Default by Seller under this Agreement, Buyer may
require Seller to (although Lender may, but shall have no obligation, subject to
9.05(g)) provide to Buyer a report concerning:

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JD# 2847. Hoim’eling Nurseries Oxnard, Inc.
(i) The status of efforts by Seller or Lender to develop a plan to cure the
Event of Default;
(ii) Impediments to the cure plan or its development;
(iii) If a cure plan has been adopted, the status of the cure plan’s
implementation (including any modifications to the plan as well as the
expected timeframe within which any cure is expected to be
implemented); and
(iv) Any other information which Buyer may reasonably require related to the
development, implementation and timetable of the cure plan;
(d) Seller or Lender shall provide the report to Buyer within 10 Business Days after
Notice from Buyer requesting the report. Buyer shall have no further right to
require the report with respect to a particular Event of Default after that Event of
Default has been cured;
(e) Lender shall have the right to cure an Event of Default or Incipient Event of
Default on behalf of Seller, only if Lender sends a written notice to Buyer before
the end of any cure period indicating Lender’s intention to cure. Lender may
remedy or cure the Event of Default or Incipient Event of Default within the cure
period under this Agreement. Such cure period for Lender shall be extended for
each day Buyer does not provide the Notice to Lender referred to in Section
9.05(a). In addition, such cure period may, in Buyer’s reasonable discretion, be
extended by no more than an additional one hundred and eighty (180) days. If
possession of the Generating Facility is necessary to cure such Incipient Event of
Default or Event of Default, Lender has commenced foreclosure proceedings
within sixty (60) days after receipt of such Notice from Buyer, and Lender is
making diligent and consistent efforts to complete such foreclosure, take
possession of the Generating Facility and promptly cure the Incipient Event of
Default or Event of Default, Lender or its designee(s) or assignee(s) will be
allowed a reasonable period of time to complete such foreclosure proceedings,
take possession of the Generating Facility and cure such Incipient Event of
Default or Event of Default, not to exceed one hundred and eighty (180) days
after Lender’s commencement of foreclosure. Additionally, if Lender is
prohibited from curing any Incipient Event of Default or Event of Default by any
process, stay or injunction issued by a Governmental Authority or pursuant to
any bankruptcy, insolvency or similar proceedings, then the time period for
curing such Incipient Event of Default or Event of Default shall be extended for
the period of the prohibition provided that Lender is exercising reasonable
diligence in having such process, stay or injunction removed;
(0 Lender shall have the right to consent before any termination of this Agreement
which does not arise out of an Event of Default or the end of the Term;

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ID# 2847. !-fouweling Nurseries Oxuard. Inc.
(g) Lender shall receive prior Notice of, and shall have the right to approve material
amendments to this Agreement, which approval may not be unreasonably
withheld, delayed or conditioned;
(h) In the event Lender, directly or indirectly, takes title to the Generating Facility
(including title by foreclosure or deed in lieu of foreclosure), the Person taking
title to the Generating Facility shall assume all of Seller’s obligations arising
under this Agreement and all related agreements (subject to such limits on
liability as are mutually agreed to by Seller, Buyer and Lender as set forth in the
Collateral Assignment Agreement); pjovided, however, that Lender (or such
Person) shall have no liability for any monetary obligations of Seller under this
Agreement which are due and owing to Buyer as of the assumption date (but this
provision may not be interpreted to limit Buyer’s rights to proceed against Seller
as a result of an Event of Default) and Lender’s (or such Person’s) liability to
Buyer after such assumption shall be limited to its interest in the Generating
Facility; provided further, that before such assumption, if Buyer advises Lender
(or such Person) that Buyer will require that Lender (or such Person) cure (or
cause to be cured) one or more monetary or non-monetary Incipient Event(s) of
Default or Event(s) of Default existing as of the date such Person takes title in
order to avoid the exercise by Buyer (in its sole discretion) of Buyer’s right to
terminate this Agreement with respect to such Incipient Event(s) of Default or
Event(s) of Default, then Lender (or such Person) at its option and in its sole
discretion may elect to either (i) cause such Incipient Event(s) of Default or
Event of Default to be cured, or (ii) not assume this Agreement;
(i) If Lender has assumed this Agreement as provided in Section 9.05(h) and elects
to sell or transfer the Generating Facility (after Lender directly or indirectly,
takes title to the Generating Facility), or sale of the Generating Facility occurs
through the actions of Lender or an agent of or representative of Lender
(excluding any foreclosure sale where a third party other than Lender, Seller, an
Affiliate of Lender or an Affiliate of Seller is the buyer), then Lender must cause
the transferee or buyer to assume all of Seller’s obligations arising under this
Agreement and all related agreements as a condition of the sale or transfer
excluding, however, a foreclosure (unless the transferee or buyer is Lender,
Seller, an Affiliate of Lender or an Affiliate of Seller). Lender shall be released
from all further obligations under the Agreement and all related documents
following such assumption. Such sale or transfer (excluding a foreclosure) may
be made only to a Person reasonably acceptable to Buyer; and
(j) If this Agreement is rejected in Seller’s Bankruptcy or otherwise terminated in

connection therewith and if Lender or its representative or designee, directly or
indirectly, takes title to the Generating Facility, then, at the request of either
Buyer or Lender, Buyer and Lender (or its designee or representative) shall
promptly enter into a new agreement, wherein Buyer shall have substantially the
same contractual rights as found in this Agreement for the term that would have
been remaining under this Agreement, provided that Lender’s (or its designee’s
,4rticle ]“Vi!Ig Miscellaneous

Page 43
or representative’s) liability under such new agreement shall be limited to its

interest in the Generating Facility and neither Lender (or its designee or
representative) nor Buyer shall have any personal liability to the other for any
amounts owing and neither Buyer nor Lender (or its designee or representative)
shall have any obligation to cure any defaults under the original Agreement that
was rejected in, or otherwise terminated in cormection with Seller’s Bankruptcy.
9.06 Governing Law and Jury Trial Waiver. THIS AGREEMENT AND THE RIGHTS AND
DUTIES OF THE PARTIES HEREUNDER ARE GOVERNED BY AND
CONSTRUED, ENFORCED AND PERFORMED TN ACCORDANCE WITH THE
LAWS OF THE STATE OF CALIFORNIA, WITHOUT REGARD TO PRINCIPLES
OF CONFLICTS OF LAW. TO THE EXTENT ENFORCEABLE AT SUCH TIME,
EACH PARTY WAIVES ITS RESPECTIVE RIGHT TO ANY JURY TRIAL WITH
RESPECT TO ANY LITIGATION ARISING UNDER OR IN CONNECTION WITH
THIS AGREEMENT.
9.07 Notices. All notices, requests, statements or payments shall be made as specified in
Exhibit J. Notices (other than Forecasts and Scheduling requests) shall, unless otherwise
specified in this Agreement, be in writing and may be delivered by hand delivery, first
class United States mail, overnight courier service, electronic transmission or facsimile.
Notices provided in accordance with this Section 9.07 are deemed given as follows:
(a) Notice by facsimile, electronic transmission or hand delivery is deemed given at

the close of business on the day actually received, if received during business
hours on a Business Day, and otherwise are deemed given at the close of business
on the next Business Day;
(b) Notice by overnight first class United States mail or overnight courier service is
deemed given on the next Business Day after such Notice is sent out;
(c) Notice by first class United States mail is deemed given two (2) Business Days
after the postmarked date;
(d) Notices are effective on the date deemed given, unless a different date for the
Notice to go into effect is stated in another section of this Agreement;
(e) A Party may change its designated representatives, addresses and other contact
information by providing notice of same in accordance herewith; and
(f) All notices, requests, statements or payments for this Generating Facility must
reference the identification number set forth on the cover page of this Agreement.
.4 rtic/e Nine Miscellaneous

Page 44
9.08 General.
(a) This Agreement supersedes all prior agreements, whether written or oral, between
the Parties with respect to its subject matter and constitutes the entire agreement
between the Parties relating to its subject matter.
(b) This Agreement will not be construed against any Party as a result of the
preparation, substitution, submission or other event of negotiation, drafting or
execution hereof.
(c) Except to the extent provided for in this Agreement, no amendment or

modification to this Agreement is enforceable unless reduced to a writing signed
by all Parties.
(d) If any provision of this Agreement is held invalid or unenforceable by any court
of competent jurisdiction, the other provisions of this Agreement will remain in
full force and effect. Any provision of this Agreement held invalid or
unenforceable only in part or degree will remain in full force and effect to the
extent not held invalid or unenforceable.
(e) Waiver by a Party of any default by the other Party will not be construed as a
waiver of any other default.
(f The term “including” when used in this Agreement is by way of example only and
will not be considered in any way to be in limitation.
(g) The word “or” when used in this Agreement includes the meaning “and/or” unless
the context unambiguously dictates otherwise.
(h) The headings used in this Agreement are for convenience and reference purposes
only and will not affect its construction or interpretation. All references to
“Articles”, “Sections” and “Exhibits” refer to the corresponding Articles, Sections
and Exhibits of this Agreement. Unless otherwise specified, all references to
“Articles” or “Sections” in Exhibits A through N refer to the corresponding
Articles and Sections in the main body of this Agreement. Words having well-
known technical or industry meanings have such meanings unless otherwise
specifically defined in this Agreement.
(i) Where days are not specifically designated as Business Days, they are calendar
days. Where years are not specifically designated as Term Years, they are
calendar years.
(j) This Agreement will apply to, be binding in all respects upon and inure to the
benefit of the successors and permitted assigns of the Parties. Nothing in this
Agreement will be construed to give any Person other than the Parties any legal or
equitable right, remedy or claim under or with respect to this Agreement or any

Page 45
provision of this Agreement, except as shall inure to a successor or permitted

assignee.
(k) No provision of this Agreement is intended to contradict or supersede any

applicable agreement between the Parties covering transmission, distribution,
metering, scheduling or interconnection of electric energy. In the event of an
apparent contradiction between this Agreement and any such agreement, the
applicable agreement controls.
(1) Whenever this Agreement specifically refers to any law, tariff, government
department or agency, regional reliability council, Transmission Provider, or
credit rating agency, the Parties agree that the reference also refers to any
successor to such law, tariff or organization.
(m) The Parties acknowledge and agree that this Agreement and the transactions
contemplated by this Agreement constitute a “forward contract” within the
meaning of the United States Bankruptcy Code and that Buyer and Seller are each
“forward contract merchants” within the meaning of the United States Bankruptcy
Code.
(n) This Agreement may be executed in one or more counterparts, each of which will
be deemed to be an original of this Agreement and all of which, when taken
together, will be deemed to constitute one and the same agreement. The exchange
of copies of this Agreement and of signature pages by facsimile transmission, an
Adobe Acrobat file or by other electronic means constitutes effective execution
and delivery of this Agreement as to the Parties and may be used in lieu of the
original Agreement for all purposes. Signatures of the Parties transmitted by
facsimile or by other electronic means will be deemed to be their original
signatures for all purposes.
(o) Each Party reserves all rights, claims and defenses with respect to this Agreement,
the AB 1613 Decisions, and any application for rehearing, petition for
modification, petition for declaratory order, or appeal filed with respect to such
decisions.
9.09 Confidentiality.
(a) Neither Party shall disclose any Confidential Information to a third party, other
than:
(i) To such Party’s employees, Lenders, investors, attorneys, accountants or

advisors who have a need to know such information and have agreed to
keep such terms confidential;
(ii) To potential Lenders with the consent of Buyer, which consent will not be
unreasonably withheld; provided, hrnvever, that disclosure (1) of cash flow
and other financial projections to any potential Lender or investor in
Article Nine
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JD# 2847, Houiveling Nurseries Oxnai-d, Inc.
connection with a potential loan or tax equity investment; or (2) to

potential Lenders or investors with whom Seller has negotiated (but not
necessarily executed) a term sheet or other similar written mutual
understanding, will not require such consent of Buyer; provided further,
that in each case such potential Lender or investor has a need to know
such information and has agreed to keep such terms confidential;
(iii) To Buyer’s Procurement Review Group, as defined in D.02-08-071,

subject to a protective order applicable to Buyer’s Procurement Review
Group;
(iv) With respect to Confidential Information other than nonpublic financial

information of Seller supplied to Buyer pursuant to Section 3.20, the
CPUC, the CEC or the FERC, under seal for any regulatory purpose,
including policymaking, but only provided that the confidentiality
protections from the CPUC under Section 583 of the California Public
Utilities Code or other statute, order or rule offering comparable
confidentiality protection are in place before the communication of such
Confidential Information;
(v) In order to comply with any Applicable Law or any exchange, Control
Area or CAISO rule, or order issued by a court or entity with competent
jurisdiction over the disclosing party, other than to those entities set forth
in Section 9.09(a)(vi);
(vi) In order to comply with any Applicable Law, including applicable

regulation, rule, subpoena, or order of the CPUC, CEC, FERC, any court,
administrative agency, legislative body or other tribunal, or any discovery
or data request of the CPUC; and
(vii) To representatives of a Party’s credit ratings agencies who have a need to

review the terms and conditions of this Agreement for the purpose of
assisting the Party in evaluating this Agreement for credit rating purposes
or with respect to the potential impact of this Agreement on the Party’s
financial reporting obligations, in each case subject to confidentiality
restrictions no less stringent than as set forth in this Agreement.
(b) In connection with requirements, requests or orders to produce documents or

information in the circumstances provided in Sections 8.03 and 9.09(a)(vi) (all to
be considered a “Disclosure Order”) each Party shall, to the extent practicable,
use reasonable efforts to (i) notify the other Party before disclosing the
confidential information, and (ii) prevent or limit such disclosure. After using
such reasonable efforts, the disclosing party may not be (x) prohibited from
complying with a Disclosure Order, or (y) liable to the other Party for monetary
or other damages incurred in connection with the disclosure of any terms or
conditions of this Agreement which are the subject of such Disclosure Order.

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JD# 2847, Hoim’eling Nurseries Oxnard. Inc.
(c) Except as provided in clause (y) of Section 9.09(b), the Parties are entitled to all
remedies available at law or in equity to enforce, or seek relief in connection with,
the confidentiality obligations set forth in this Section 9.09.
(d) This Section 9.09 shall remain in effect for three (3) years following the
termination of this Agreement.
9.10 Insurance.
(a) Seller shall, at its own expense and at all times from the Effective Date until the
Term End Date, maintain in effect the following insurance policies and minimum
limits of coverage (and such additional coverage as may be required by
Applicable Law), in each case with insurance companies authorized to do
business in California having an A.M. Best’s Insurance Rating of A minus: VII or
better:
(i) Workers’ compensation insurance, with statutory limits as required by

California;
(ii) Employer’s liability insurance, with at least the following limits: (1)
bodily injury by accident $1,000,000 each accident; (2) bodily injury by
-
disease $1,000,000 policy limit; and (3) bodily injury by disease

- -
$1,000,000 each employee;
(iii) Commercial general liability insurance, written on an “occurrence” (not a

claims-made) basis, covering all operations by or on behalf of Seller
arising out of or connected with this Agreement. This commercial general
liability insurance must (1) bear a combined single limit per occurrence
and annual aggregate of not less than $1,000,000, exclusive of defense
costs, for all coverages, (2) contain standard cross-liability or severability
of interest provisions, and (3) contain no explosion, collapse, or
underground exclusion.
(iv) Commercial automobile liability insurance, covering bodily injury and

property damage with a combined single limit of not less than $1,000,000
per occurrence. This commercial automobile liability insurance must
cover liability arising out of the use of all owned, non-owned and hired
automobiles.
(v) Excess liability insurance, written on an “occurrence” (not claims-made)

basis and providing coverage excess of the underlying employer’s
liability, commercial general liability and commercial automobile liability
insurance, on terms at least as broad as the underlying coverage with
limits of not less than $4,000,000 per occurrence and in the annual
aggregate.

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ID# 2847, Jlozrn’eling Nurseries Oxnard. Inc.
(b) The insurance required in this Section 9.10 applies as primary insurance to,
without a right of contribution from, any other insurance maintained by or
afforded to Buyer, its subsidiaries and parent company, and their respective
officers, directors, shareholders, agents, and employees, despite of any provision
in Seller’s insurance to the contrary. Carriers furnishing the required insurance
must waive all rights of recovery from or subrogation against Buyer, its
subsidiaries and parent company, and their respective officers, directors,
shareholders, agents, employees and insurers. The insurance required in
Section 9.10(a) must name Buyer, its subsidiaries and parent company, and their
respective officers, directors, shareholders, agents and employees additional
insureds with respect to all third party liabilities arising out of Seller’s
construction, use or ownership of the Generating Facility. The insurance required
in this Section 9.10 may be provided by any combination of Seller’s primary and
excess liability policies.
(c) Within 30 days of the Effective Date, and within a reasonable time after coverage
is renewed or replaced, Seller shall furnish to the Buyer certificates of insurance
in forms reasonably acceptable to Buyer, establishing that Seller’s policies
provide the coverage and limits of insurance required under this Section 9.10 and
that these policies will be in full force and effect as of the Effective Date,
continuing until the end of the Term. Seller’s insurance obtained in accordance
with this Section 9.10 may only be terminated, expire or materially altered upon
30 days’ prior Notice to Buyer.
(d) If any of the required insurance coverages contain aggregate limits applying to
other operations of Seller outside of this Agreement, and such limits are
diminished by any incident, occurrence, claim, settlement or judgment against
such insurance, Seller shall take immediate steps to restore such aggregate limits
or shall provide other insurance protection for such aggregate limits.
(e) If Seller fails to comply with any of the provisions of this Section 9.10, Seller
shall, among other things and without restricting Buyer’s remedies under the law
or otherwise, at its own cost, defend, indemnify and hold harmless Buyer, its
subsidiaries and parent company, and their respective officers, directors,
shareholders, agents, and employees, from and against any and all liability,
damages, losses, claims, demands, actions, causes of action, costs, including
attorney’s fees and expenses, or any of them, resulting from the death or injury to
any person or damage to any property to the extent that Buyer would have been
protected had Seller complied with all of the provisions of this Section. Nothing
in this Section 9.10(e) affects or diminishes Seller’s obligation to indemnify SCE
under any other section of this Agreement.
9.11 Nondedication. Notwithstanding any other provisions of this Agreement, neither Party
dedicates any of the rights that are or may be derived from this Agreement or any part of
its facilities involved in the performance of this Agreement to the public or to the service

Page 49
provided under this Agreement, and such service shall cease upon termination of this
Agreement.
9.12 Mobile Sierra. Notwithstanding any provision of this Agreement, neither Party will seek,
nor will they support any third party in seeking, to prospectively or retroactively revise
the rates, terms, or conditions of service of this Agreement through application or
complaint to FERC pursuant to the provisions of Section 205, 206, or 306 of the Federal
Power Act, or any other provisions of the Federal Power Act, absent prior written
agreement of the Parties.
Further, absent the prior agreement in writing by both Parties, the standard of review for
changes to the rates, terms or conditions of service of this Agreement proposed by a
Party, a non-Party or the FERC acting sua sponte shall be the “public interest” standard
of review set forth in United Gas Pipe Line Co. v. Mobile Gas Service Corp., 350 US 332
(1956) and Federal Power Commission v. Sierra Pacific Power Co., 350 US 348 (1956).
9.13 Seller Ownership and Control of Generating Facility. Seller agrees, that, in accordance
with FERC Order No. 697, upon request of Buyer, Seller shall submit a letter of
concurrence in support of an affirmative statement by Buyer that the contractual
arrangement set forth in this Agreement does not transfer “ownership or control of
generation capacity” from Seller to Buyer as the term “ownership or control of generation
capacity” is used in 18 CFR Section 35.42. Seller also agrees that it will not, in filings, if
any, made subject to Order Nos. 652 and 697, claim that the contractual arrangement set
forth in this Agreement conveys ownership or control of generation capacity from Seller
to Buyer.
9.14 Simple Interest Payments. Except as specifically provided in this Agreement, any
outstanding and past due amounts owing and unpaid by either Party under the terms of
this Agreement shall be eligible to receive a Simple Interest Payment calculated using the
Interest Rate for the number of days between the date due and the date paid.
9.15 Payments. Payments to be made under this Agreement shall be made, at Seller’s option,
by check or electronic wire funds transfer.
9.16 Provisional Relief. The Parties acknowledge and agree that irreparable damage would
occur if certain provisions of this Agreement are not performed in accordance with the
terms hereof, that money damages would not be a sufficient remedy for any breach of
such provisions of this Agreement, and that the Parties shall be entitled, without the
requirement of posting a bond or the other security, to seek a preliminary injunction,
temporary restraining order, or other provisional relief as a remedy for a breach of
Sections 3.01, 3.02, 3.04, 9.09 and Section 4(e) of Exhibit D in any court of competent
jurisdiction, notwithstanding the obligation to submit all other disputes (including all
Claims for monetary damages under this Agreement) to arbitration pursuant to Section
10.01. The Parties further acknowledge and agree that the results of such arbitration may
be rendered ineffectual without such provisional relief.

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ID# 2847, Houwe/ing Nurseries Oxnard, Inc.
(f) Each Party is allowed a maximum of three expert witnesses, excluding rebuttal
experts;
(g) Within sixty (60) days after the initial disclosure, or at such other time as the
Arbitrator may order, the Parties shall exchange a list of all experts upon which
they intend to rely at the arbitration proceeding;
(h) Within thirty (30) days after the initial expert disclosure, the Parties may
designate a maximum of two rebuttal experts;
(i) Unless the Parties agree otherwise, all direct testimony will be in form of
affidavits or declarations under penalty of perjury; and
(j) Each Party shall make available for cross-examination at the arbitration hearing
its witnesses whose direct testimony has been so submitted.
Subject to Article Seven, the Arbitrator will have the authority to grant any form of
equitable or legal relief a Party might recover in a court action. The Parties acknowledge
and agree that irreparable damage would occur in the event certain provisions of this
Agreement are not performed in accordance with the terms hereof, that money damages
would not be a sufficient remedy for any breach of such provisions of this Agreement,
and that the Parties shall be entitled, without the requirement of posting a bond or other
security, to specific performance and injunctive or other equitable relief as a remedy for a
breach of Sections 3.01, 3.02, 3.04, 9.09 or Section 4(e) of Exhibit D.
Judgment on the award may be entered in any court having jurisdiction.
The Arbitrator must, in any award, allocate all of the costs of the binding arbitration
(other than each Party’s individual attorneys’ fees and costs related to the Party’s
participation in the arbitration, which fees and costs will be borne by such Party),
including the fees of the Arbitrator and any expert witnesses, against the Party who did
not prevail.
Until such award is made, however, the Parties will share equally in paying the costs of
the arbitration.
***
End ofArticle Ten ***
Article Ten Dispute Resolution

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ID# 2847, Houweling Nurseries Omnai-d, Inc.
IN WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed by
their respective authorized representatives as of the Effective Date.
HOUWELING NURSERIES SOUTHERN CALIFORNIA EDISON

OXNARD, INC., COMPANY,
a California corporation a California corporation
By:
ame:’S yen Eisenber
P Energy Co cts
Signatures
Page 55
EXHIBIT A
Definitions
For purposes of this Agreement, the following terms and variations thereof have the meanings
specified or referred to in this Exhibit A:
“AB1613 Decisions” means the CPUC Decisions issued in R. 08-06-024.
“Act” has the meaning set forth in Recital A.
“Affiliate” means, with respect to a Party, any Person that, directly or indirectly, through one or
more intermediaries, controls, or is controlled by, or is under common control with such Party.
For purposes of this Agreement, “control” means the direct or indirect ownership of 50% or
more of the outstanding capital stock or other equity interests having ordinary voting power.
“Agreement” has the meaning set forth in the Preamble.
“Ambient Conditions” means reductions in capacity due to that status of, or variations in, Site
Host Load or ambient weather conditions.
“Applicable Laws” means all constitutions, treaties, laws, ordinances, rules, regulations,
interpretations, permits, judgments, decrees, injunctions, writs and orders of any Governmental
Authority or arbitrator that apply to either or both of the Parties, the Generating Facility or the
terms of this Agreement.
“Applicable OF 20MW Settlement Contract Payment Provisions” means all provisions of the QF
20MW Settlement Contract which refer or relate to payment, including, without limitation,
Section 1.06 of the QF 20MW Settlement Contract, Article 4 of the QF 20MW Settlement
Contract and all other provisions of the QF 20MW Settlement Contract which are referenced in
such provisions, used in connection with the application of such provisions or related to Buyer
being able to comply with such provisions, including without limitation, all defined terms set
forth in the QF 20MW Settlement Contract, and all exhibits to the QF 20MW Settlement
Contract which are referenced in such provisions, used in connection with the application of such
provisions or related to Buyer being able to comply with such provisions.
“Arbitrator” has the meaning set forth in Article Ten.
“As-Available Contract Capacity” means the electric energy generating capacity that Seller
provides on an as-available basis for the Power Product, as set forth in Section 1.02(c).
“Availability Incentive Payments” has the meaning set forth in the CAISO Tariff.
“Availability Standards” means the standards set forth in the CAISO Tariff setting forth criteria
for determining if a Resource Adequacy Resource is subject to Non-Availability Charges or
Availability Incentive Payments under the CAISO Tariff.
Exhibit A Definitions
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ID# 2847. Houweling Nurseries Oxnard, h,c.
“Average Higher Heating Value MPR Heat Rate” means the heat rate equal to 6,924 Btu/kWh,
or 6.924 mmbtu/MWh, per CPUC Resolution E-4298, which heat rate will be modified in this
Agreement if there is any modification thereto by the CPUC or other authorized Governmental
Authority.
“Bankrupt” means with respect to any Person, such Person:
(a) Files a petition or otherwise commences, authorizes or acquiesces in the

commencement of a proceeding or cause of action under any bankruptcy, insolvency,
reorganization or similar law, or has any such petition filed or commenced against it
(which petition is not dismissed within ninety (90) days);
(b) Makes an assignment or any general arrangement for the benefit of creditors;
(c) Otherwise becomes bankrupt or insolvent (however evidenced);
(d) Has a liquidator, administrator, receiver, trustee, conservator or similar official

appointed with respect to it or any substantial portion of its property or assets; or
(e) Is generally unable to pay its debts as they fall due.
“Business Day” means any day except a Saturday, Sunday, the Friday after the United States
Thanksgiving holiday, or a Federal Reserve Bank holiday that begins at 8:00 a.m. and ends at
5:00 p.m. local time for the Party sending a Notice or payment or performing a specified action.
“Buyer” has the meaning set forth in the Preamble.
“Buyer Energy Schedule” means the schedule of electric energy that Buyer submits to the
CAISO for electric energy produced by the Generating Facility.
“Buyer Parent Energy Schedule” means the schedule of electric energy that Buyer submits to the
CAISO for electric energy delivered to the CAISO for the CAISO Global Resource ID
associated with the Generating Facility.
“Buyer Projected Energy Forecast” has the meaning set forth in Section 2(a) of Exhibit E.
“CAISO” means the California Independent System Operator Corporation or successor entity
that dispatches certain generating units, supplies certain loads and controls the transmission
facilities of entities that (a) own, operate and maintain transmission lines and associated facilities
or have entitlements to use certain transmission lines and associated facilities, and (b) have
transferred to the CAISO or its successor entity operational control of such facilities or
entitlements.
“CAISO-Approved Meter” means any revenue quality, electric energy measurement meter
furnished by Seller, that (a) is designed, manufactured and installed in accordance with the
CAISO’s metering requirements, or, to the extent that the CAISO’s metering requirements do
not apply, Prudent Electrical Practices, and (b) includes all of the associated metering
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ID# 2847, Houiveling Nurseries Oxnard, Inc.
transformers and related appurtenances that are required in order to measure the net electric
energy output from the Generating Facility.
“CAISO-Approved Quantity” means the total quantity of electric energy that Buyer Schedules
with the CAISO and the CAISO approves in its fmal schedule, which is published in accordance
with the CAISO Tariff.
“CAISO Charges” means the debits, costs, fees, penalties, sanctions, interest or similar charges,
including imbalance energy charges, that are directly assigned by the CAISO to the CAISO
Global Resource ID for the Generating Facility for, or attributable to, Scheduling, Availability
Standards or deliveries from the Generating Facility under this Agreement.
“CAISO Charges Invoice” has the meaning set forth in Section 5 of Exhibit E.
“CAISO-Controlled Grid” has the meaning set forth in the CAISO Tariff.
“CAISO Declared Over-Generation Condition” means a CATSO declared condition on the

CATSO-Controlled Grid where the sum of the desired generation output of all of Scheduling
Coordinators in the Control Area, absent mitigation, would be greater than the system load.
“CAISO Forced Outage Report” means a complete copy of a forced outage report in a form
reasonably acceptable to Buyer which includes detailed information regarding the event,
including the affected Generating Unit, outage start date and time, estimation of outage duration,
MW unavailable and summary of work to be performed.
“CAISO Global Resource ID” means the number or name assigned by the CAISO to the CAISO
Approved Meter.
“CAISO Revenues” means the credits, fees, payments, revenues, interest or similar benefits,
including imbalance energy payments, that are directly assigned by the CAISO to the CAISO
Global Resource ID for the Generating Facility for, or attributable to, Scheduling or deliveries
from the Generating Facility under this Agreement.
“CAISO Station Power Protocol” means the CATSO protocol that the CAISO filed with the
FERC in Docket ERO5-849, including all revisions, amendments and successor protocols that
would allow a generating facility to self-supply its Station Power (as defined in the CAISO
Tariff) by any means other than permitted netting, when permitted netting allows netting of
generator output with Station Power load that is electrically connected to the generator at the
same time when the generator is on-line.
“CAISO Tariff’ means the California hidependent System Operator Corporation Operating
Agreement and Tariff, including the rules, protocols, procedures and standards attached thereto,
as the same may be amended or modified from time to time and approved by the FERC.
“Capacity Attributes” means any and all current or future defined characteristics, certificates,
tag, credits, ancillary service attributes, or accounting constructs, howsoever entitled, other than
Exhibit .4 DefInitions
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ID# 2847, Howbveling Nurseries Oxnard, Inc.
Resource Adequacy Benefits, attributed to or associated with the electricity generating capability
of the Generating Facility.
“CEC” means the California Energy Commission, or any successor entity.
“Check Meter” means the Buyer revenue-quality meter section or meter(s), which Buyer may
furnish at its discretion, as set forth in Section 3.09(b) and will include those devices normally
supplied by Buyer or Seller under the applicable utility electric service requirements.
“CHP” means combined heat and power.
“Claiming Party” has the meaning set forth in Section 5.02.
“Claims” means all third party claims or actions, threatened or filed and, whether groundless,
false, fraudulent or otherwise, that directly or indirectly relate to the subject matter of an
indenmity, and the resulting losses, damages, expenses, attorneys’ fees and court costs, whether
incurred by settlement or otherwise, and whether such claims or actions are threatened or filed
before or after the termination of this Agreement.
“Collateral Assignment Agreement” has the meaning set forth in Section 9.05.
“Confidential Information” means all oral or written communications exchanged between the
Parties on or after the Effective Date relating to the implementation of this Agreement, including
information related to Seller’s compliance with operating and efficiency standards applicable to
an Eligible CHP Facility. Confidential Information does not include (i) information which is in
the public domain as of the Effective Date or which comes into the public domain after the
Effective Date from a source other than from the other Party, (ii) information which either Party
can demonstrate in writing was already known to such Party on a non-confidential basis before
the Effective Date, (iii) information which comes to a Party from a bona fide third-party source
not under an obligation of confidentiality, or (iv) information which is independently developed
by a Party without use of or reference to Confidential Information or information containing
Confidential Information.
“Control Area” means the electric power system (or combination of electric power systems)
under the operational control of the CAISO or any other electric power system under the
operational control of another organization vested with authority comparable to that of the
CAISO.
“Costs” means, with respect to the Non-Defaulting Party, brokerage fees, commissions, legal
expenses and other similar third party transaction costs and expenses reasonably incurred by
such Party in entering into any new arrangement which replaces this Agreement.
“CPUC” means the California Public Utilities Commission, or any successor entity.
“Credit Rating” means with respect to any Person, on the relevant date of determination, the
respective ratings then assigned to such Person’s unsecured, senior long-term debt or deposit
obligations (not supported by third party credit enhancement) by S&P or Moody’s. If no rating
Page 4
is assigned to such Person’s unsecured, senior long-term debt or deposit obligation by either
S&P or Moody’s, then “Credit Rating” shall mean the general corporate credit rating or long-
term issuer rating assigned to the Person by S&P or Moody’s, as the case may be.
“Cross Default Amount” is the amount set forth in Section 1.06(f).
“Daily Delay Liciuidated Damages” has the meaning set forth in Section 4(c)(ii) of Exhibit D.
“Day-Ahead” has the meaning set forth in the CAISO Tariff.
“Defaulting Party” has the meaning set forth in Section 6.0 1(a).
“Delivery Point” has the meaning set forth in Section 1.03.
“Development Security” has the meaning set forth in Section 4(b)(i) of Exhibit D.
“Direct GHG Compliance Costs” mean any taxes, charges or fees imposed by an authorized
Governmental Authority with jurisdiction over the Seller or the Generating Facility, and levied
directly on the Generating Facility for GHG emissions attributable to its Operations.
“Disclosure Order” has the meaning set forth in Section 9.09(b).
“Dispute” has the meaning set forth in Section 10.01.
“Early Termination Date” has the meaning set forth in Section 6.02(a).
“Effective Date” has the meaning set forth in the Preamble.
“Eligible CHP Facility” means a facility, as defined by Public Utilities Code Section 2840.2,
subdivisions (a) and (b) that, (1) meets the guidelines established by the California Energy
Commission pursuant to Public Utilities Code § 2843, and (2) meets the requirements of 18 Code
of Federal Regulations § 292.201, et seq., unless Seller is a public agency exempt from FERC
jurisdiction under United States Code § 824(f).
“Emergency” means an actual or imminent condition or situation which:

(a) Is defined and declared by the CAISO or Transmission Provider;
(b) Jeopardizes the integrity or reliability of the CAISO-Controlled Grid or Transmission

Provider’s electric system;
(c) Requires automatic or immediate manual action to prevent or limit loss of load or
generation supply; or
(d) Poses a threat to public safety.
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ID# 2847, Hoinveling Nurseries OxnarcL Inc.
“Equitable Defense” means any Bankruptcy or other laws affecting creditors’ rights generally,
and with regard to equitable remedies, the discretion of the court before which proceedings to
obtain same may be pending.
“Equity Investment” means an acquisition by a Lender of an ownership interest, in the form of

stock, membership or partnership interest, in Seller or the immediate parent of Seller under
which Seller retains the right to act in all matters relating to the control and Operation of the Site
and the Generating Facility for the Term, subject to Lender’s rights to enforce its ownership
interest in Seller or the immediate parent of Seller, as applicable, in the event of a default by
Seller or the immediate parent of Seller under Lender’s equity acquisition agreement or the
partnership agreement, operating agreement, or other agreement governing the relationship
between the equity owners of the Generating Facility.
“Event of Default” has the meaning set forth in Section 6.01.
“Existing Eligible CHP Facility” means an Eligible CHP Facility that first conimenced Operation
on or after January 1, 2008 but before the Effective Date.
“Expected Term Year Energy Production” means the Metered Energy quantity expected to be
produced by the Generating Facility during each Term Year, as set forth in Section 1.02(d).
“Federal Funds Effective Rate” means the rate for that day opposite the caption “Federal Funds
(effective)” as set forth in the weekly statistical release as H. 15(519), or any successor
publication, published by the Board of Governors of the Federal Reserve System.
“FERC” means the Federal Energy Regulatory Commission, or any successor entity.
“Financial Incentives” means any and all financial incentives, benefits or credits associated with
the Generating Facility, or the ownership or Operation thereof, or the electrical or thermal output
of the Generating Facility, including any production or investment tax credits, real or personal
property tax credits or sales or use tax credits, but not including any Green Attributes, Capacity
Attributes or Resource Adequacy Benefits.
“Firm Operation Date” means the date that is six months after the Term Start Date.
“Force Majeure” means any event or circumstance to the extent beyond the control of, and not
the result of the negligence of, or caused by, the Party seeking to have its performance obligation
excused thereby, which by the exercise of due diligence such Party could not reasonably have
been expected to avoid and which by exercise of due diligence it has been unable to overcome.
Force Majeure does not include:
(a) A failure of performance of any other Person, including any Person providing electric
transmission service or fuel transportation to the Generating Facility, except to the
extent that such failure was caused by an event that would otherwise qualify as a
Force Majeure event;
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ID# 2847, Houu’eling Nurseries Oxnard. Inc.
(b) Failure to timely apply for or obtain Permits or other credits required to Operate the
Generating Facility;
(c) Breakage or malfunction of equipment (except to the extent that such failure was
caused by an event that would otherwise qualify as a Force Majeure); or
(d) A lack of fuel of an inherently intermittent nature such as wind, water, solar radiation
or waste gas or waste derived fuel.
“Forced Outage” has the meaning set forth in the CAISO Tariff.
“Forecast” means the hourly forecast of (a) the total electric energy production of the Generating
Facility (in MWh) when the Generating Facility is not PIRP-eligible net of the Site Host Load
and Station Use, or (b) the available total generation capacity of the Generating Facility (in MW)
when the Generating Facility is PIRP-eligible net of the Site Host Load and Station Use.
“Forward Settlement Amount” means the Non-Defaulting Party’s Costs and Losses on the one
hand, netted against its Gains, on the other. If the Non-Defaulting Party’s Gains exceed its Costs
and Losses, then the Forward Settlement Amount shall be zero dollars. If the Non-Defaulting
Party’s Costs and Losses exceed its Gains, then the Forward Settlement Amount shall be an
amount owing to the Defaulting Party. The Forward Settlement Amount does not include
consequential, incidental, punitive, exemplary or indirect or business interruption damages.
“Free Allowance” means any GHG Emissions Allowance freely allocated to Seller or the
Generating Facility by CARB or an authorized Governmental Authority (or any entity authorized
by such Governmental Authority).
“GAAP” means generally accepted accounting principles for financial reporting in the United
States, consistently applied.
“Gains” means, with respect to any Party, an amount equal to the present value of the economic
benefit to it, if any (exclusive of Costs), as of the Early Termination Date resulting from the
termination of this Agreement, expressed in dollars and determined in a commercially reasonable
manner.
“Generating Facility” means the Generating Unit(s) comprising Seller’s power plant, as more
particularly described in Section 1.02 and Exhibit B, including all other materials, equipment,
systems, structures, features and improvements necessary to produce electric energy and thermal
energy, excluding the Site, land rights and interests in land.
“Generating Unit” means one or more generating equipment combinations typically consisting of
prime mover(s), electric generator(s), electric transformer(s), steam generator(s) and air emission
control devices.
“Generation Operations Center” means the location of Buyer’s real-time operations personnel.
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JD# 2847, Houweling Nurseries Oxnard. Inc.
“Generator Operator” means the Person that Operates the Generating Facility and performs the
functions of supplying energy and interconnected operations services within the meaning of the
NERC Registration Criteria.
“Generator Operator Obligations” means the obligations of a Generator Operator as set forth in
all applicable NERC Reliability Standards.
“Generator Owner” means the Person that owns the Generating Facility and has registered with
the NERC as the Person responsible for complying with all NERC Reliability Standards
applicable to the owner of the Generating Facility.
“Generator Owner Obligations” means the obligations of a Generator Owner as set forth in all
applicable NERC Reliability Standards.
“GHG” is an abbreviation for “greenhouse gas”, which means emissions released into the
atmosphere of carbon dioxide (C02), nitrous oxide (N20) and methane (CH4), which are
produced as the result of combustion or transport of fossil fuels. Other greenhouse gases may
include hydrofluorocarbons (HFCs), perfluorocarbons (PFCs) and sulfur hexafluoride (SF6),
which are generated in a variety of industrial processes. Greenhouse gases may be defined or
expressed in terms of a metric ton of CO2-equivalent, in order to allow comparison between the
different effects of gases on the environment; provided, however, that the definition of the term
“Greenhouse Gas”, as set forth in the immediately preceding sentence, shall be deemed revised
to include any update or other change to such term by the CARB or any other Governmental
Authority.
“GHG Emissions Allowance” means a limited tradable authorization (whether in the form of a
credit, allowance, or other similar right), allocated to, issued to or purchased by, Seller, the Site
Host or an Affiliate of Seller, which respect to the Generating Facility, to emit one metric ton of
GHG, in accordance with a cap-and-trade program in California for the regulation of GHG, as
established by CARE (or by a different Governmental Authority pursuant to federal or state
legislation), and as applied to the GHG emitted by the Generating Facility.
“GHG Emissions Cap” means the product of 1) the rate for tonnes of C02 per MMBtU of natural
gas, 0.0531 tonnes/mmbtu, times 2) the Average Higher Heating Value MPR Heat Rate in
MMbtu/MWh.
“GHG EPS” means the Greenhouse Gas Emissions Performance Standard set forth in CPUC
D.07-01-039 and in subsequent CPUC rulings implementing D.07-0l-039, as well as revisions to
these standards set forth in any subsequent CPUC-establishcd precondition to the execution of
this Agreement.
“Governmental Authority” means (a) any federal, state, local, municipal or other government, (b)
any governmental, regulatory or administrative agency, commission, or other authority lawfully
exercising or entitled to exercise any administrative, executive, judicial, legislative, police,
regulatory or taxing authority or power, or (c) any court or governmental tribunal.
“Governmental Charges” has the meaning as set forth in Section 8.02.
Exiubit A Definitions
Page 8
ID# 2847. Houi’eling Nurseries Oxnard, Inc.
“Green Attributes” means any and all credits, benefits, emissions reductions, offsets, and
allowances, howsoever entitled, attributable to the generation from the Project, and its avoided
emission of pollutants. Green Attributes include but are not limited to Renewable Energy
Credits, as well as:
(1) Any avoided emission of pollutants to the air, soil or water such as sulfur oxides
(SOs), nitrogen oxides (NO), carbon monoxide (CO) and other pollutants;
(2) Any avoided emissions of carbon dioxide (C0 ), methane (CH

2 ), nitrous oxide,
4
hydrofluorocarbons, perfluorocarbons, sulfur hexafluoride and other greenhouse
gases (GHGs) that have been determined by the United Nations
Intergovernmental Panel on Climate Change, or otherwise by law, to contribute to
the actual or potential threat of altering the Earth’s climate by trapping heat in the
atmosphere;
(3) The reporting rights to these avoided emissions, such as Green Tag Reporting
Rights.
Green Tag Reporting Rights are the right of a Green Tag Purchaser to report the
ownership of accumulated Green Tags in compliance with federal or state law, if
applicable, and to a federal or state agency or any other party at the Green Tag
Purchaser’s discretion, and include without limitation those Green Tag Reporting Rights
accruing under Section 1605(b) of The Energy Policy Act of 1992 and any present or
future federal, state, or local law, regulation or bill, and international or foreign emissions
trading program. Green Tags are accumulated on a MWh basis and one Green Tag
represents the Green Attributes associated with one (I) MWh of energy.
Green Attributes do not include:
(i) Any energy, capacity, reliability or other power attributes from the Project,
(ii) Production tax credits associated with the construction or operation of the Project
and other financial incentives in the form of credits, reductions, or allowances
associated with the Project that are applicable to a state or federal income taxation
obligation,
(iii) Fuel-related subsidies or “tipping fees” that may be paid to Seller to accept certain
fuels, or local subsidies received by the generator for the destruction of particular
preexisting pollutants or the promotion of local environmental benefits, or
(iv) Emission reduction credits encumbered or used by the Project for compliance
with local, state, or federal operating and/or air quality permits.
If the Project is a biomass or biogas facility and Seller receives any tradable Green
Attributes based on the greenhouse gas reduction benefits or other emission offsets
attributed to its fuel usage, it shall provide Buyer with sufficient Green Attributes to
Page 9
ID# 2847, Hoim’eling Nurseries Oxuard, Inc.
ensure that there are zero net emissions associated with the production of electricity from
the Project.
“Guarantor” means that certain guarantor of Seller set forth in Section 1.06(d).
“Guaranty Agreement” means a guaranty agreement substantially in the form of Exhibit K.
“High-Value Area” has the meaning set forth in Section 6 of Exhibit C.
“Host Site” means the site at which the Site Host Load is consumed, including real property,
facilities and equipment owned or operated by the Site Host or its Affiliates located at such site.
“Hour-Ahead Scheduling Deadline” means 30 minutes before the deadline established by the
CAISO for the submission of schedules for the applicable hour.
“Incipient Event of Default” has the meaning set forth in Section 9.05(a).
“Interconnection Point” has the meaning set forth in Section 1.03.
“Interconnection Study” means a study or studies prepared by or on behalf of the Transmission

Provider or the CAISO to evaluate the impact of the interconnection of the Generating Facility to
the Transmission Provider’s electric system or the applicable Control Area operator’s electric
grid.
“Interest Rate” means an annual rate equal to the rate published in The Wall Street Journal as the
“Prime Rate” (or, if more than one rate is published, the arithmetic mean of such rates) as of the
date payment is due plus two percentage points; provided, however, that in no event shall the
Interest Rate exceed the maximum interest rate permitted by Applicable Laws.
“JAMS” means the Judicial Arbitration and Mediation Services, Inc. or any successor entity.
“kW” means a kilowatt (1,000 watts) of electric capacity or power output.
“kWh” means a kilowatt-hour (1,000 watt-hours) of electric energy.
“Lease” means one or more agreements whereby Seller leases the Site(s) described in
Section 1.02 and Exhibit B from a third party, the term of which lease begins on or before the
Term Start Date and extends at least through the Term End Date.
“Lender” means any third-party institution or entity or successor in interest or assignee that
either (i) purchases the Generating Facility and then leases it to Seller under a Sale-Leaseback
Transaction, or (ii) provides development, bridge, construction, or permanent debt or tax equity
financing or refinancing (including an Equity Investment) for the Generating Facility to Seller or
credit support in connection with this Agreement.
“Letter of Credit” means an irrevocable, nontransferable standby letter of credit provided by

Seller and issued by a U.S. commercial bank or a U.S. branch of a foreign bank with such bank
Exhibit .4 Definitions
Page 10
JD# 2847. Houu’eling Nurseries Oxnard, Inc.
having a Credit Rating of at least “A-” from S&P and “A3” from Moody’s, substantially in the
form of Exhibit L. All costs to establish and maintain the Letter of Credit shall be borne by
Seller.
“Letter of Credit Default” means with respect to a Letter of Credit, the occurrence of any of the
following events:
(a) The issuer of such Letter of Credit fails to maintain a Credit Rating of at least “A-”
by S&P and “A3” by Moody’s;
(b) The issuer of the Letter of Credit fails to comply with or perform its obligations
under such Letter of Credit;
(c) The issuer of such Letter of Credit disaffirms, disclaims, repudiates or rejects, in
whole or in part, or challenges the validity of, such Letter of Credit;
(d) Such Letter of Credit fails or ceases to be in full force and effect at any time;
(e) Seller fails to provide an extended or replacement Letter of Credit within 20

Business Days before such Letter of Credit expires or terminates; or
(f) The issuer of such Letter of Credit becomes Bankrupt;
provided, however, that no Letter of Credit Default shall occur or be continuing in any event with
respect to a Letter of Credit after the time such Letter of Credit is required to be canceled or
returned to a Party in accordance with the terms of this Agreement.
“Location Bonus” is described in Section 6 of Exhibit C.
“Losses” means, with respect to any Party, an amount equal to the present value of the economic
loss to it if any (exclusive of Costs), as of the Early Termination Date, resulting from the
termination of this Agreement, expressed in dollars and determined in a commercially reasonable
manner.
“Market Price” means the real-time price for Uninstructed Imbalance Energy (as defined in the
CAISO Tariff) or any successor price for short-term imbalance energy, as such price or
successor price is defined in the CAISO Tariff, that would apply to the Generating Facility,
which values are, as of the Effective Date, posted by the CAISO on its website. The values used
in this Agreement will be those appearing on the CAISO website on the third Business Day of
the calendar month following the month for which such prices are being applied.
“Mediator” has the meaning set forth in Section 10.02.
“Metered Energy” means the total electric energy, expressed in kWh, measured by any or all of
the CAISO-Approved Meters (after adjusting for any compensation factors introduced by the
CAISO into the CAISO-Approved Meter) or Check Meters, as applicable, at the Generating
Facility for the specified Metering Interval.
Page 11
ID# 2847, Houu’eling Nurseries Oxnard, Inc.
“Meteriiig Interval” means the smallest measurement time period over which data are recorded
by the CAISO-Approved Meters or Check Meters.
“Milestone Schedule” means Seller’s milestone schedule, the form of which is attached to this
Agreement as Exhibit M.
“Monthly Contract Payment” has the meaning set forth in Section 4.01.
“Monthly Scheduling Fee” is described in Section 4(b) of Exhibit E.
“Moody’s” means Moody’s Investor Services, Inc.
“MW” means a megawatt (1,000,000 watts) of electric capacity or power output.
“MWh” means a megawatt-hour (1,000,000 watt-hours) of electric energy or power output.
“NERC” means the North American Electric Reliability Corporation, or any successor entity.
“NERC Registration Criteria” means the most recent NERC Statement of Compliance Registry
Criteria, which is available on NERC’s website.
“NERC Reliability Standards” means those reliability standards applicable to the Generating
Facility, or to the Generator Owner or the Generator Operator with respect to the Generating
Facility, that are adopted by the NERC and approved by the applicable regulatory authorities,
which are available on NERC’s website.
“NERC Standards Non-Compliance Penalties” means any and all monetary fines, penalties,
damages, interest or assessments by the NERC, the CAISO, the WECC, a Governmental
Authority or any Person acting at the direction of a Governmental Authority arising from or
relating to a failure to perform the obligations of Generator Operator or Generator Owner as set
forth in the NERC Reliability Standards.
“New Eligible CHP Facility” means an Eligible CHP Facility that commences Operation after
the Effective Date.
“Non-Availability Charges” has the meaning set forth in the CAISO Tariff.
“Non-Defaulting Party” has the meaning set forth in Section 6.02.
“Notice” means notices, requests, statements or payments provided in accordance with

Section 9.07 and Exhibit J.
“Operate” means to provide (or the provision of) all the operation, engineering, purchasing,
repair, supervision, training, inspection, testing, protection, use management, improvement,
replacement, refurbishment, retirement, and maintenance activities associated with operating the
Generating Facility in order to produce the Power Product in accordance with Prudent Electrical
Practices.
Page 12
ID# 2847. Hoim’eling Nurseries Oxnard, Inc.
“Outage” has the meaning set forth in the CAISO Tariff.
“Outage Schedule” has the meaning set forth in Section 2(a) of Exhibit N.
“Outage Schedule Submittal Reciuirements” describes the obligations of Seller to submit

maintenance and planned outage schedules (as defined in the CAISO Tariff under WECC rules)
to Buyer 24 months in advance, as set forth in Exhibit N.
“Parallel Operation” means the Generating Facility’s electrical apparatus is connected to the
Transmission Provider’s system and the circuit breaker at the point of common coupling is
closed. The Generating Facility may be producing electric energy or consuming electric energy
at such time.
“Party or Parties” has the meaning set forth in the Preamble.
“Peak Months” means June, July, August and September.
“Performance Assurance” means collateral (in the amount of the Performance Assurance
Amount) for Seller’s performance under this Agreement in the form of cash, Letter(s) of Credit,
or other security acceptable to Buyer.
“Performance Assurance Amount” has the meaning set forth in Section 1.06(b).
“Permits” means all applications, approvals, authorizations, consents, filings, licenses, orders,
permits or similar requirements imposed by any Governmental Authority, or the CAISO, in order
to develop, construct, Operate, maintain, improve, refurbish or retire the Generating Facility or to
Forecast or deliver the electric energy produced by the Generating Facility to Buyer.
“Person or Persons” means an individual, partnership, corporation, business trust, limited

liability company, limited liability partnership, joint stock company, trust, unincorporated
association, joint venture or other entity or a Governmental Authority.
“PIRP” (i.e., Participating Intermittent Resource Program) means the CAISO’s intermittent
resource program initially established pursuant to Amendment No. 42 of the CAISO Tariff in
Docket No. ERO2-922-000, or any successor program that Buyer determines accomplishes a
similar purpose.
“Planned Outage” means a disconnection, separation or reduction in the capacity of the

Generating Facility which is not the result of a Forced Outage.
“PNode” has the meaning set forth in the CAISO Tariff.
“Power Product” means (a) the As-Available Contract Capacity and (b) all electric energy
produced by the Generating Facility, net of all Station Use and any and all of the Site Host Load.
“Power Rating” means the electrical power output value indicated on the generating equipment
nameplate.
Exhibit A DefInitions
Page 13
“Primary Fuel” means the fuel or combination of fuels that are provided for in the Permits
applicable to the Generating Facility.
“Product” means the Power Product and the Related Products.
“Project” means the Generating Facility.
“Prudent Electrical Practices” means those practices, methods and acts that would be
implemented and followed by prudent operators of electric generating facilities in the Western
United States, similar to the Generating Facility, during the relevant time period, which
practices, methods and acts, in the exercise of prudent and responsible professional judgment in
the light of the facts known at the time a decision was made, could reasonably have been
expected to accomplish the desired result consistent with good business practices, reliability and
safety.
Prudent Electrical Practices includes, at a minimum, those professionally responsible practices,

methods and acts described in the preceding sentence that comply with the manufacturer’s
warranties, restrictions in this Agreement, and the requirement of Governmental Authorities,
WECC standards, the CAISO and Applicable Laws. Prudent Electrical Practices shall include
taking reasonable steps to ensure that:
(a) Equipment, materials, resources and supplies, including spare parts inventories, are
available to meet the Generating Facility’s needs;
(b) Sufficient operating personnel are available at all times and are adequately
experienced, trained and licensed as necessary to Operate the Generating Facility
properly and efficiently, and are capable of responding to reasonably foreseeable
emergency conditions at the Generating Facility and Emergencies whether caused by
events on or off the Site;
(c) Preventative, routine, and non-routine maintenance and repairs are performed on a
basis that ensures reliable, long term and safe operation of the Generating Facility,
and are performed by knowledgeable, trained and experienced personnel utilizing
proper equipment and tools;
(d) Appropriate monitoring and testing are performed to ensure equipment is functioning
as designed;
(e) Equipment is not operated in a reckless manner, in violation of manufacturer’s

guidelines or in a manner unsafe to workers, the general public or the Transmission
Provider’s electric system, or contrary to environmental laws, permits or regulations
or without regard to defined limitations, such as flood conditions, safety inspection
requirements, operating voltage, current, volt ampere reactive (VAR) loading,
frequency, rotational speed, polarity, synchronization, and control system limits; and
(f) Equipment and components designed and manufactured to meet or exceed the
standard of durability that is generally used for electric energy generation operations
Page 14
ID# 2847, Hoziweling Nurseries Oxuard, Inc.
in the Western United States and will function properly over the full range of ambient
temperature and weather conditions reasonably expected to occur at the Site and
under both normal and emergency conditions.
“UI” means Prevailing Pacific Time, which is the Pacific Daylight time when California
observes Daylight Savings Time and Pacific Standard Time otherwise.
“OF 20MW Settlement Contract” means the Power Purchase and Sale Agreement commonly
described as the “Standard Contract for Qualifying Facilities with a Power Rating that is Less
than or Equal to 20MW” a link to which such contract is listed in Appendix A to CPUC Decision
10-12-035 as Attachment A, Exhibit 6, as such contract may be amended from time to time.
“OF Settlement Contract Payment Period” means the entire time that the Monthly Contract
Payment, inclusive of the first and last days of such period, is determined in accordance with the
Applicable QF 20MW Settlement Contract Payment Provisions pursuant to Sections 1.05 and
4.01.
“Real-Time Forced Outage” means a Forced Outage which occurs only after 5:00 p.m. PPT on
the day before the Trading Day.
“Related Products” means (i) with respect to Resource Adequacy Benefits that portion of the
Resource Adequacy Benefits that are in excess of those Resource Adequacy Benefits used by
Seller or by a Site Host, both in connection with the Host Site, to meet a known and established,
at the point in time when the Resource Adequacy Benefits are to be used, resource adequacy
obligation under any Resource Adequacy Ruling, and (ii) any Green Attributes, Capacity
Attributes and all other attributes associated with the electric energy or capacity of the
Generating Facility (but not including any Financial Incentives) that are in excess of those Green
Attributes, Capacity Attributes or other attributes used, or retained for future use, by Seller or a
Site Host, both in connection with the Host Site, to meet a known and established, at the point in
time when the relevant attribute(s) are to be used or retained, obligation under Applicable Law.
“Renewable Energy Credit” has the meaning set forth in Public Utilities Code Section 399.12(g),
as may be amended from time to time or as further defined or supplemented by Applicable Law.
“Resource Adequacy Benefits” means the rights and privileges attached to the Generating
Facility that satisfy any Person’s resource adequacy obligations, as those obligations are set forth
in any Resource Adequacy Rulings and shall include any local, zonal or otherwise locational
attributes associated with the Generating Facility.
“Resource Adequacy Resource” has the meaning set forth in the CAISO Tariff.
“Resource Adequacy Rulings” means CPUC Decisions 04-01-050, 04-10-035, 05-10-042, 06-
06-024, 06-07-031 and any subsequent CPUC ruling or decision, or any other resource adequacy
laws, rules or regulations enacted, adopted or promulgated by any applicable Governmental
Authority, as such CPUC decisions, rulings, laws, rules or regulations may be amended or
modified from time to time during the Term.
Page 15
“Responsible Officer” means the chief financial officer, treasurer or any assistant treasurer of a
Party or its Guarantor or any employee of a Party or its Guarantor designated by any of the
foregoing officers.
“S&P” means the Standard & Poor’s Rating Group.
“Sale-Leaseback Transaction” means a transaction in which Seller (i) sells the Generating
Facility to a Lender providing tax equity financing to Seller and then (ii) leases the Generating
Facility back from the Lender under an agreement authorizing Seller to act on behalf of the
Lender in all matters relating to the control and Operation of the Site and the Generating Facility
for the Term, subject to Lender’s right to terminate the lease in the event of a default by Seller as
set forth in the agreement between Seller and Lender.
“Schedule” means the action of the Scheduling Coordinator, or its designated representatives, of
notifying, requesting, and confirming to the CAISO, the CAISO-Approved Quantity of electric
energy.
“Scheduling Coordinator” means the Buyer, as certified by the CAISO for the purposes of
undertaking the functions specified in Exhibit E.
“Scheduling Fee” means the Monthly Scheduling Fee and the SC Set-Up Fee.
“SC Set-Up Fee” is described in Section 4(a) of Exhibit E.
“SC Replacement Date” has the meaning set forth in Section 7 of Exhibit E.
“SEC” means the United States Securities and Exchange Commission, or any successor entity.
“Security Interest” has the meaning set forth in Section 3 of Exhibit D.
“Seller” has the meaning set forth in the Preamble.
“Seller’s Day-Ahead Forecast” means the most recently update Forecast submitted by 5:00 p.m.
PPT on the day before the Trading Day.
“Seller’s Energy Forecast” means Seller’s most recently updated Forecast submitted in
accordance with Exhibit G.
“Seller’s Final Energy Forecast” means Seller’s Energy Forecast as may be updated for Forced
Outages that occur after the Hour Ahead Scheduling Deadline, but not for Ambient Conditions.
“Settlement Interval” has meaning set forth in the CAISO Tariff.
“Simple Interest Payment” means a dollar amount calculated by multiplying the:
(a) Dollar amount on which the Simple Interest Payment is based; by
(b) Federal Funds Effective Rate or Interest Rate as applicable; by
Page 16
(c) The result of dividing the number of days in the calculation period by 360.
means the real property on which the Generating Facility is located, as further described in
Section 1.02(b) and Exhibit B.
“Site Control” means that Seller (a) owns the Site, (b) is the lessee of the Site under a Lease, (c)
is the holder of a right-of-way grant or similar instrument with respect to the Site, or (d) is
managing partner or other Person authorized to act in all matters relating to the control and
Operation of the Site and Generating Facility.
“Site Host” means the Person or Persons purchasing or otherwise using the Site Host Load or
thermal energy output from the Generating Facility.
“Site Host Load” means the electric energy and capacity produced by or associated with the
Generating Facility that serves electrical loads (that are not Station Use) of Seller or one or more
third parties conducted pursuant to California Public Utilities Code Section 218(b).
“SLIC” means Scheduling and Logging system for the CAISO.
“Station Use” means electric energy produced by the Generating Facility that is:
(a) Used within the Generating Facility to power the lights, motors, control systems and
other electrical loads that are necessary for operation; and
(b) Consumed as losses within the low voltage, electrical distribution system of the
Generating Facility including:
i. The Generating Facility’s, or, if applicable, each Generating Unit’s 16 kV electric

voltage step-up transformer; and
ii. The portion of the electric bus work that:
1. Connects the high voltage side of the Generating Facility’s, or, if applicable,
each Generating Unit’s electric voltage step-up transformer to the Estero
Substation; and
2. Is located on the Generating Facility side of the measurement points for the
CAISO-Approved Meters.
“Telemetry System” means a system of electronic components that interconnects the CAISO and
the Generating Facility in accordance with the CAISO’s applicable requirements as set forth in
Section 3.10.
“Term” has the meaning set forth in Section 1.01.
“Term End Date” has the meaning set forth in Section 1.01.
“Termination Payment” has the meaning set forth in Section 6.03.
E4,ibit A DefInitions
Page 17
JD# 2847, Hotiweling Nurseries Oxna,-d, Inc.
“Term Start Date” has the meaning set forth in Section 1.01.
“Term Year” means a 12-month period beginning on the first day of the Term and each
successive 12-month period thereafter.
“TOD Period” means the time of delivery period used to calculate the Monthly Contract
Payment set forth in Exhibit C.
“Trading Day” means the day in which Day-Ahead trading occurs in accordance with the WECC
Preschedule Calendar (as found on the WECC’s website).
“Transmission Provider” means any Person responsible for the interconnection of the Generating
Facility with the interconnecting utility’s electrical system or the CAISO-Controlled Grid or
transmitting the Metered Energy on behalf of Buyer from the Delivery Point to the CAISO
Controlled Grid.
“Uninstructed Deviation GMC Rate” means the administrative grid management charge applied
by the CAISO to Uninstructed Deviations (as defined in the CAISO Tariff) using the absolute
value for the Uninstructed Deviations by Settlement Interval.
“Uninstructed Deviation Penalty” means the penalty set forth in the CAISO Tariff.
“WDAT” means Buyer’s Wholesale Distribution Access Tariff.
“Web Client” has the meaning set forth in Section 2(a) of Exhibit N.
“WECC” means the Western Electricity Coordinating Council, the regional reliability council for
the western United States, northwestern Mexico, and southwestern Canada, or any successor
entity.
***EndofExhjbjtA ***
Page 18
ID# 2847, Houii’eling Nurseries Oxnard, Inc.
EXHIBIT B
Generating Facility and Site Description
1. Generating Facility Description.

This facility is designed to utilize three GE-Jenbacher natural gas engine driven generators to
produce electricity and use the waste heat from the water used to cool the engines to heat the
green-houses as well as directing the exhaust with its C02 into the green-houses for the plants to
ingest. It is intended to operate these units 12 hour/day 365 day/year. By utilizing these units it
eliminates the requirement to buy natural gas for the heating. It also eliminates the need to
purchase C02 for plant ingestation and it produces electricity which will be sold. Please see
exhibit B-I for a description of electric metering and control systems.
The “Generating Facility” will only consist of three units, with serial numbers 1032801, 1032802
and 1032824, which will operate during the Term. The units will utilize a gearbox to step up the
frequency from 50 hertz to 60 hertz.
Attached hereto as Exhibit B-I is (1) a one-line diagram, (2) a useful thermal diagram of the
generator and (3) an image of the generator nameplates.
2. Site Description.
Attached hereto as Exhibit B-2 is (1) a legal description of the Site and (2) a site plan drawing.
***EjidofE..,J,jbjtB ***
Exhibit B Generating Facility and Site Dcscriptioii

Page]
ID# 2847, Hoiiweling Nurse,-ies Oxuard, Inc.
EXHIBIT B-i
Generating Facility Description
1. Single-line Diagram
‘-I
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Exhibit B Generating Facility and Site Description

Page 2
Useful Thermal Diagram of Generator
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Page 3
ID# 2847, Hou’t’eling Nurseries Oxnard, Inc.
(intake aw)

Page 4
Maximum site attitude of instaflation
Lax ambient temperature (intake air)
Rated frequency
Lted volta9e
current
Mass
Lrman cIa

Page 5
?site altitude of ;nstaflation

Max ambient temperature (intake
Rated frequency
Rated voltage
Rated current
Mass
Performance 1
c
ss
*** End ofExhibit B-I ***

Page 6
ID# 2847, Hozrwellng Nurseries Oxnard, Inc.
EXHIBIT B-2
Site Description
1. Legal Description
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s
on JA)JARY__OJJgq —
SLRLRY N. ARXS
e No P.th4e h’ — ,. oid CO4JIO7 Vnd Stale. peotel p
’ntod
1
IX)N 5, CO KASAOA ANn MARTHA LO KAA
Or,lOy knoyn a o’ prwed o to on ifOe bc a’ nlI1lr,ry

‘0 bo pOni$J wtlo nr.Ja ic/ar, ,ubI.t.d o We
eoacutad the
,ot*ein k,afr Itant and ttf-now df$’d’0 ma that tta/rathay
t%a/thQ? au)rbad epadtyaI and that by
.Oo’tnatr co at6S4
on dii imnt 1?’4 p’e-’i or tbo en7 upor’ balteif a4 Nohr Pubic Cubtoni
othicl 0. ta.aor, cWI ec,,tecf it,. “IiTurflF NTuRA CQiJrY
WI tSt rn’j hind ao1.fnctW onof
0l iOl ARt Ot,.. an ‘I’MO’
cOLtl’,lPtG l’tE #D PNITY SO 14fY.’tN MOJL AS oqrcTl) AnOvS

UM tAt STA’ S TO PARTY JtOWN ON
,lre.I Md.te
00000
Exhibit 8 Generating Facility and Site Description

Page 7
JD# 2847, flouweling Nurseries Oxnard, Inc.
100111311 tc
rinatir3ri water pipeline for one, ,r, or replacenent

ft non-exciunivo ecet-nierit fd
of he foil owing described
of the cxi nUng water line over rho Northerly 25 met
pr ape oty
Parcel I -
ision 60 ot
The fInn lierly 3482.29 feet of tin’- Wenterly II 8’) .95 fref of Parcel P. Subdiv
fInale of
the Pancho Cl Rio In SCTLI.n Cl era 0’ La Colon in, in rice fr’tcicI y i-if Ventura.
in the office ci
Call Icon-n, according to the nap rnoordrd in nook 3, Pin” 12 of Nape,
the Criety r.or:ordar of said County.
1CXCRPT the Seeterly 16.44132 zo-rcri tinnr,of
ALSO 1505Cr any portion I ying withi ci Parcel 6 herein
i’arc:ni
Cl P in de Satire Clara n’ I.e

lust port ion or Parcel 8, Subdivictiori OR of the lt,icccha
according to tint’ leap recorded
:clooia, in the County of Ventura, State of Call (ernie,
the County Pecorder of said Cnu:ity,
in Flunk 3 Page 12 of Nape, in rice office of
described an fol lows:
rly line of en Id mcccl V with t ha Wentorly

lieginnicig at the intersection of the northe
lIne of the Kannr’rly 200 acceo of P.nrceln P and C of cciii Suhdivirc-on 10; rlc’rnoo alona
said Wentnrly line,
to the Southerly line of neid Parcel II; thence along nairl

let: South 2655.84 feet
Southerly line,
asterly corner of the south 975

2nd West 143 .21 feet, note or lotte,. to the Southe
feet of said parcel B; thence tiiOFltj the Rant line of eai’J land,
feor of the West 1656
corner tnt’ ccci d land thence a long the North line

3rd’ north 925 feat on the tiorthe,icni
of saint land,
wth
4th: to the intncr-”crion with a line parallel
Went 4110 95 feet n-ore or lecco,
acres.
r.eeteriy 210
tiur’tanr Wr’ntsrly UI .76 feel monenrenl at
isa i d c4rtct.erly lIne of the
200 wren: thence along said
right anylse from naid Weetory line of the Sent erly
parallel line,
to said Nnctiintly line of Parcel 11, thnnc° along naii1

5th North 1730.el fo°t
Northerly I Liit,
8th: Rant 821.26 feet to the hnnt of hr-qinr.inq
inn the dcccl (rote Ann-i iran Ccyntal Sugar

IXCRPT the intc’rent In said Inert excepted
corpor et I tin, rocordd Janniniry 79 1921 in nook 995. Page Sc, Of ficial
Cnnpacvi, a
Pecordn, an follow s:
in the deed fran John A. Marinig and wife

ALSO SXCRIi-T the intarset in said land nxrr-ptenl
ed flay 11, 1961 in Book 1149, Page 109 of Official Records, en follower
rncord
rr., the it he ire, eiir’n’cnnore end

‘Penor-.’ i ny and excepting however inoto :he qranto
all oil, gao end nthor hydrocarbon substances anti
anhcignn, a 1/4th int.’xMlit in and to
lying below a depth of 550 fc,et below the
all other enincrain of every kInd antI nature
the surface of said land or tha
surfnc of enid lent, hut without the right of entry on
depth or sso fent below the nurfece
anibatnrfacn themnnf to a

Page 8
JD# 2847, Houwehng Nurseries Oxijord, Inc.
Parc, 1 3 (“
the tient line thereof to be
Tire Rast it’, 4556 crel of the following deerribed proporty,
of; that porti on of Parc el S,Subdivieion 69 of the
parall-) with the 9aet line there of Ventura, State of
La Colenie, in the County
Pancho El Rio Os Santa Clema a’
the rap record ed in Book 3, Page 12 of Nape, in the offce of
California, accord ing to
County, deeccibed an follows:
tile County Recorder of raid
923 .26 feet
parallel with and ilintent. Weet’mly
R.eginninq at the internection of a line
noglee from the Wester ly lice of the Ear:terly 200 acres of Parcel; 14
censured at right thence along
the flortherly tine of said Parcel C;
end C of said Subdivinint; 69, with
eaid parallel line,
14,
thence parallel with naid ?lnrthr’r ly I inc of Parcel
Jut.. : South tie, 20 feet
lii;.’ of Reid Parcel C; thence along said

2nd: Went 1160.90 feet to the tcentemly
4{enL erly line,
along
enter)y corner of raid Parcel C;
thence
3rd: North 1499.25 feet to the Porthw
the florrherly line thereof,
ir,n
Sri;: Reef 1160.95 feet to the point of beqinn
John A. Hating and wife
land excepted iii the deed from
ALSO CXCRP7 the interest in naid ial Perordn, an followa:
3149, Page 109 of Offic
recorded Nay 31, 1967 in Book
end
the grantorn, their hint e, eurceennrn
tlneeruinq and excepting however unto And
act In end to nil oil, gao end other hydrocarbon isubatancee
atleigne, a 1/4th inter n depth of 550 feet below the
kind and natu re lying below
all other minerale of every r’ of paid land or rho
the right of entry on the aurLac
ounces of said land, but withot eurfe ce.
of 550 feet below the
subsurface thereof to a depth
Pares) 4.;
erly 200 acree of Parre le II and C of Subdivigion E9 of
The oerer1y 40 anion of tire East asp recorded in Cook 3,
51 Plo de Santa Cl rite OLe Col note, according to the
Pancho
in the offic e of the County Recorder of raid County
Peon 12 of Naps,
t(nring an’.] wife
lend excepted In tite dead free John A.
M.S0 EXCUPT the intermut in said i:
I’J61 in hunk ll’ii, Peg” 109 of Official Rr.’corde, en fotlo’w
reccrded May 31,
, nucce.eenrs end
er unto the grantorn. their heira
Reesrvinq end excepting howev r hydroc arbon fiubetancee and
in and to all oil, gee and othe
ensigns, a 114th interect a depth of 550 fent below the
and nature lyinq helow
all other nilneraini of every kInd of reid land or the
hut wj: hour the right ef entry oo the surface
surface of said land, the nurfar-e
depth of 5511 tent below
euhr’urface thereof to a
Parnet 5:
Rio de SentaClern 0’ Ia
Subdivision 69, of the Rancho hi
That portion of Parcel 13 of forni a, as tier t4ep recorded in Cook 3,
a, Stete of Cali
Colonia, in rhs County of Ventur County, dencrihed as
e nf the County Recorder of ccitt
Pane 12 of Mapa, In the offic
follow;, n
Exhibit B Generating Pact/itv and Site Description

Page 9
‘ant 9, t9intatit Eantetty 334 feet fr

Pcr1inniu at a point TI the t1grti tin” of
jj,rJ
th. lein 1 liii’ ‘,t wood Rna1; thorree finer raid point of berinnlnq
;apt.’r’iy it” feet don’t the 9crrIi lint’ uf staid pcrrel R thenco,
in’
2n,i South 1 P5 f”t tt;t’itr”
3rd: U.nt 110 feet: theuune
4th t4c’i iii 1115 feet LU tire print of tunginnin:
1 eweprrrrl in tho deed firer’ Jnluni A. Harino and

ALSO KICKOT the mit-tent in raid inn’
wire-recorded May .11, 1907, ii Pock 3)4fl Page lOS. as; foliown:
Pci in, nuicreunnorU end

Penei’:inq aol excr’pt: Ing ho%”er unto the grrrntturn. their
anniqnn, a 1/4th internt in and to nil oil, qnn and other hydrocarbon nuhflthnCen nod
i-vex kind crud rertulrr’ ly in t,n3 ow a nlnjntiu crC SIC) fast hal ow the
51 1 rut ‘ci as net a) is of y
curfa” of nairl lanrut, but without! tire rlqht of curtly on th nurfar” of raid land or thi
rubrurfere thaneol to a depth of 990 feet tIow the snurfece
Exhibit B uenerattttg Facility and Site Description

Page 10
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ct CMffiuI’WYL COAST VAR*1, INC.,

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ShIRLEY N. !tARXS
frt$a-y N#e hi rid ft* said
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Exhibit B Generating Foci/fly and Site Description

Page 12
E!I52?
tanta Clera n’
I C, Subdteieinn o,
of -he Haszr.t-tr Ri I.io $s
Ths B*4t 144 ocrefi of ParrD Cef lfor ni,, en per Map incorcied in Snok
jit tj Ccrtrity of
Ventur,Jtar i nf nty.
La Co1r.ia t-v Retarder of acid Cou
office ef thu rctun
3. Pee fl at Nape, it tile
en cli nil. em anti othe
r
1/4th intereet in nnc3
RTPT fri cite aot U0 acme, a ever y kir..J anti natu re lyin9 bei4n a
uther miMtmaln of of entry at the
by!xat-bot, subetatcea aelci all b,t vitbouc the tight
eutfane of ajd land,
deptt f 5E feet below the a dept il of SSO reet belo w rite
the nubstirt ace thereof to em
rs,-fac’e of enid land or Is aeri p, at ci. ecotd Jtme 16. 19C4
Irccs John
asia-tact, ci exc-epted to deed 491 of Off ida) Pr—ide.
Rook 21, Pete
Lw,xrwu-.t y4o, 40340 in-
A.
red in the deed fran John
pcrtlr’n saLtS land oteep as
At.nc, txrSrr the interact in a flock 3l4R Page 100 of Official Pacord,,
Nay 11. 1967 in.
erinq end wife recorded
follow,’
n, njlcceIsOrg s-nd
I,we’.er smtri the
g-rantore, IOnic bair and
‘ttrl4rcinq marl ezcPr-p-JJ1g tance,
ather hyscocarbat Subs
a I /4th interact lit
ant) to all oil, gee end of 5D feet below the
w a dept h
l end nature lying bolo
kin-i Via land at
“it ct-thor emeriti of scary the gut-fact of saId
of said I [nut wtth tittt the right of entry on
•ux- f,cn 1*DLI
w the a’u-tace
a depth at J!O feet belo
eubmurfaca thereof to
assigns, any and all
oil, ws
1t!YttN, Its sueneaDirri and flt lying
Pleynwvrta, 0111,0 H1 cwsFmR r nin erai s tiC mvnry kind and fletL
es and all othe out the rittt f
Other hydrocarbon suSwtsno at said land, tint with
below a depth of DO
feet bilow the surface of to a depth of coo feet
land or tim qute Tlrfq ce there
entrf at the ,uflace of said
belay rho aurtace
ocn.ezclusi’se
cutS assigns, the
ItOIlMI, its succenacra dot-the-sat corner cit
2L313 -O-KIZVXM7 UNtO ‘R12 IWMTIOP c nie r locat ed at the
nfl and irrigatlo U, !tuhdi’risicri 65,
rirtirt ma ue he exitring ownership in Percel
stir-h tt a ieilar’a ale year eftar the
APS IT;. lsC.073,-13 tuntil a has been eald, or
Santa Clara a’ La Co’.ce-d
at the Itancho Ill P3o is r.
Dead, whichever occurs fire
rarordarinn of this Orear
Exhibit B Generating Facility and Site Descriptia,,

Page 13
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EXHIBIT C
Monthly Contract Payment (alculatio,i
Monthly Contract Payment.
Each Monthly Contract Payment is calculated on a calendar month basis in dollars as

follows:
TOD Period payment 1St TOD Period +

TOD Period payment 2nd TOD Period +
TOD Period payment 3rd TOD Period +
Location Bonus
All TOD Period payments shall be calculated as set forth in Section 2 of this Exhibit C.
The “is’ TOD Period,” 2 nd
TOD Period,” and 311 TOD Period” subscripts refer to the
three TOD Periods that apply for the applicable calculation month, as set forth in
Section 5 of this Exhibit C.
The Location Bonus, if applicable, shall be calculated as set forth in Section 6 of this
Exhibit C.
2. TOD Period Payment Calculation.

Each monthly TOD Period payment is calculated in dollars as follows:
(Fixed price component + Variable price component) *

metered kWh exported during the TOD Period during the month *
(TOD factor)
Once 120% of the Expected Term Year Net Energy Production is achieved, no further
payments will be calculated for the remaining TOD Periods within any remaining months
of the current Term Year.
3. Fixed Price Component.
The fixed price component for all TOD Periods shall be the amount in the following table
for the year of the Term Start Date:
Year S/kwh
2012 0.02000
2013 0.02033
2014 0.02068
2015 0.02104
2016 0.02140
2017 0.02142
2018 0.02145
2019 0.02147
Exhibit C Monthly Contract Payment Calculation

Page 1
2020 0.02149 I
4. Variable Price Component Calculation.
The Variable Price Component is calculated in dollars as follows:
[(Monthly bidweek gas price + Intrastate gas transportation rate)/l ,000,000’ Heat
Rate] + Variable O&M
(a) Monthly bidweek gas price shall be in dollars per MMBTU calculated as the
simple average of natural gas market price indices from Natural Gas Week,
Natural Gas Intelligence and Platts Gas Daily at the Southern California border
(Topock).
(b) Intrastate gas transportation rate shall be in dollars per MMBTU the tariffed
intrastate gas transportation rate for large electric generators, pursuant to Southern
California Gas Company tariff schedules GT-TLS, G-BTS and G-MSUR as such
tariff schedules may be amended, renamed, or changed from time to time.
(c) Heat Rate, pursuant to CPUC Decision 09-12-042 (as modified by CPUC
Decisions 10-04-055, 10-12-055, and 11-04-033) shall be equal to:
6,924 Btu/kWh.
(d) Variable O&M shall be the amount in the following table for the year in which
the payment is being calculated. For years after 2020, Variable O&M shall be the
2020 payment multiplied by 1.02, compounded for each year beyond 2020.
Variable O&M
Year S/kwh
2012 0.00311
2013 0.00316
2014 0.00322
2015 0.00329
2016 0.00335
2017 0.00342
2018 0.00349
2019 0.00356
2020 0.00364
Exhibit C A’to,ith/v Contract Pavnient Calculation

Page 2
5. Time of Delivery Periods and Allocation Factors.
Time of Delivery Periods.
Summer Winter
th
30
TOD Period Jun 1’— Sep Oct 1—Mav 31” Applicable Dais
On-Peak Noon — 6:00 p.m. Not Applicable. Weekdays except Holidays.
8:00 am. — Noon Weekdays except Holidays.

Mid-Peak 8:00 am. - 9:00 p.m.
6:00 p.m. — I 1:00 p.m. Weekdays except Holidays.
6:00 am. — 8:00 a.m. Weekdays except Holidays.

1 1:00 p.m. — 8:00 am.
Off-Peak 9:00 p.m. — Midnight Weekdays except Holidays.
Midnight — Midnight 6:00 a.m. — Midnight Weekends and Holidays.
Super-Off- . Weekdays, Weekends and

Not Applicable. Midnight—6:00 am.
V
Peak
V
Holidays.
“Holiday”, as used in the above table, means New Year’s Day, Presidents’ Day,
Memorial Day, Independence Day, Labor Day, Veterans Day, Thanksgiving Day, and
Christmas Day. When a Holiday falls on a Sunday, the following Monday will be
recognized as a Holiday. No change will be made for Holidays falling on Saturday.
Product Payment Allocation Factors
Energy-Only Full Capacity

Deliverability Status Deliverability Status
Season TOD Period calculation Method
Product Payment Product Payment
Allocation Factor Allocation Factor
Summer On-Peak Fixed Value. 1.11 2.77
Mid-Peak Fixed Value. 1.13 1.35
Off-Peak Fixed Value. 0.96 0.86

Winter Mid-Peak Fixed Value. 1.02 0.96
Off-Peak Fixed Value. 1.00 0.89
Super-Off-Peak Fixed Value. 0.92 0.82
Exhibit C AIonthly Contract Payment Calculation

Page 3
ID# 2847, Houweling Nurseries Oxnarci. Inc.
6. Location Bonus.
If the Generating Facility is located in a “High-Value Area”, as set forth below, each
Monthly Contract Payment for the entire Term shall receive a Location Bonus calculated
as follows:
Location Bonus = Sum of monthly TOD Periodn Payments x 0.10.
The Generating Facility shall be deemed to be located in a High-Value Area if it is

interconnected to Buyer’s electric system at a location which, in the year of the Effective Date, is
identified pursuant to CPUC Decision 09-12-042 (as modified by CPUC Decisions 10-04-055,
10-12-055, and 11-04-033) as a “Local Resource Adequacy” area based on the most recent
CATSO Local Capacity Requirement Study adopted by the CPUC.
End ofExhibit C ***
Exhibit C Month1’ Contract Pavn;ent Calculation

Page 4
EXHIBIT D
Credit and Collateral Requirements
Financial Information.
(a) If requested by Buyer, Seller shall deliver to Buyer the following financial
statements, which in all cases shall be for the most recent accounting period
and prepared in accordance with GAAP:
(i) Within one hundred and twenty (120) days following the end of each
fiscal year, a copy of Seller’s annual report containing audited
consolidated financial statements (income statement, balance sheet,
statement of cash flows and statement of retained earnings and all
accompanying notes) for such fiscal year, setting forth in each case in
comparative form the figures for the previous fiscal year; and
(ii) Within sixty (60) days after the end of each of its first three fiscal quarters
of each fiscal year, a copy of Seller’s quarterly report containing
consolidated financial statements (income statement, balance sheet,
statement of cash flows and statement of retained earnings and all
accompanying notes) for such fiscal quarter and the portion of the fiscal
year through the end of such quarter, setting forth in each case in
comparative form the figures for the previous fiscal year;
provided, however, that if Seller is not an SEC reporting company or if the

financial statements required under Sections 1 (a)(i) or (ii) of this Exhibit D are
not audited financial statements, a Responsible Officer of Seller will certify such
financial statements as being in accordance with all Applicable Laws, prepared in
accordance with GAAP and fairly stated in all material respects (subject to normal
year-end audit adjustments for the quarterly financial statements); provided
further, that such information must be provided only to those employees of Buyer
that need to know such information for financial risk management purposes and
may not be disclosed to third parties except as permitted under Section 9.09.
(b) For purposes of the requirement set forth in Section 1(a) of this Exhibit D:
(i) If Seller’s or its Guarantor’s financial statements are publicly available

electronically on the website of Seller, its Guarantor or the SEC, then
Seller is deemed to have met this requirement; and
(ii) Should any such financial statements not be available on a timely basis
due to a delay in preparation or certification, such delay is not an Event of
Default so long as Seller diligently pursues the preparation, certification
and delivery of the statements.
Exhibit D Credit and Collateral Requirements

Page 1
ID# 2847, Houiveling Nurseries Oxnard, Inc.
2. Performance Assurance.
(a) Posting Performance Assurance. On or before the Term Start Date, Seller shall
post Performance Assurance with Buyer and shall maintain the Performance
Assurance Amount at all times on and after the Term Start Date until such time as
Seller has satisfied all monetary obligations which survive any termination of this
Agreement, not to exceed three hundred and sixty-five (365) days following the
Term End Date.
The Performance Assurance Amount shall be either in the form of cash or Letter
of Credit acceptable to Buyer; provided, however, that if, as of the Term Start
Date, Seller has posted the Development Security in the form of cash or a Letter
of Credit and Buyer has either not returned the Development Security to Seller or
given Seller Notice, in accordance with this Exhibit D, of its determination
regarding the disposition of the Development Security by such date, then Seller
may withhold the portion of the Performance Assurance Amount equal to the
Development Security or any portion thereof held by Buyer until three Business
Days following the later of Seller’s receipt or forfeiture of the Development
Security or any portion thereof pursuant to Section 4(c) or (e) of this Exhibit D,
after which Seller shall be obligated to post the full Performance Assurance
Amount.
In lieu of cash or a Letter of Credit, Buyer may accept a Guaranty Agreement, in

accordance with Section 2(c) of this Exhibit D, from a Guarantor acceptable to
Buyer, to satisfy Seller’s Performance Assurance obligation.
(b) Letters of Credit. Performance Assurance provided in the form of a Letter of

Credit is subject to the following provisions:
(i) Each Letter of Credit must be maintained for the benefit of Buyer;
(ii) Seller shall:
(1) Renew or cause the renewal of each outstanding Letter of Credit

on a timely basis as provided in the relevant Letter of Credit;
(2) If the bank that issued an outstanding Letter of Credit has indicated
its intent not to renew such Letter of Credit, provide alternative
Performance Assurance acceptable to Buyer at least thirty (30)
days before the expiration of the outstanding Letter of Credit or
within five (5) Business Days of such indication by the bank,
whichever is later; and
(3) If the bank issuing a Letter of Credit fails to honor Buyer’s

properly documented request to draw on an outstanding Letter of
Credit, provide alternative Performance Assurance acceptable to
Buyer within three Business Day after such refusal;

Page 2
ID# 2847, Houii’eling 1
Vurseries Oxnard, Inc.
(iii) Upon, or at any time after, the occurrence of a Letter of Credit Default,
Seller shall provide to Buyer either a substitute Letter of Credit or
alternative Performance Assurance acceptable to Buyer, in each case on or
before the third Business Day after the occurrence thereof (or the fifth
Business Day after the occurrence thereof if only Section a) in the
definition of “Letter of Credit Default” in Exhibit A applies); and
(iv) Upon the occurrence and continuation of an Event of Default by Seller, or

if an Early Termination Date has occurred or been designated as a result of
an Event of Default by Seller for which there exist any unsatisfied
payment obligations, then Buyer may draw on any undrawn portion of any
outstanding Letter of Credit by submitting to the bank issuing such Letter
of Credit one or more certificates specifying that such Event of Default or
Early Termination Date has occurred and is continuing.
Cash proceeds received by Buyer from drawing upon the Letter of Credit
shall be deemed Performance Assurance as security for Seller’s
obligations to Buyer and Buyer shall have the rights and remedies set forth
in Section 3 of this Exhibit D with respect to such cash proceeds.
Notwithstanding Buyer’s receipt of cash proceeds of a drawing under the

Letter of Credit, Seller shall remain liable for any (1) failure to provide or
maintain sufficient Performance Assurance, or (2) any amounts owing to
Buyer and remaining unpaid after the application of the amounts so drawn
by Buyer.
(v) In all cases, the costs and expenses of establishing, renewing, substituting,
canceling, and increasing the amount of a Letter of Credit shall be borne
by Seller.
(c) Guaranty Agreement. If Seller’s Performance Assurance obligation is satisfied by

a Guaranty Agreement, such agreement shall be in the form of Exhibit K executed
by the Guarantor identified in Section 1.06(d) or other party, in each case
acceptable to Buyer and meeting the Credit Rating requirements for the Guarantor
set forth immediately below. The Guarantor shall maintain a Credit Rating of at
least:
(i) “BBB-” from S&P and “Baa3” from Moody’s, if it is rated by both S&P
and Moody’s; or
(ii) “BBB-” from S&P or “Baa3” from Moody’s if it is rated by either S&P or
Moody’s but not by both.
If at any time the Guarantor fails to maintain such Credit Ratings, Seller shall
provide to Buyer Performance Assurance in the form of cash or a Letter of Credit,
or a replacement Guaranty Agreement from a party acceptable to Buyer, within
five Business Days of such failure by the Guarantor.
Exhibit D Credit and collateral Requirements

Page 3
ID# 2847, Hoim’eling Nurseries Oxnard. Inc.
3. First Priority Security Interest in Cash or Cash Equivalent Collateral. To secure its
obligations under this Agreement, and until released as provided herein, Seller grants to
Buyer a present and continuing first-priority security interest (“Security Interest”) in, and
lien on (and right to net against), and assignment of the Development Security (if
applicable), Performance Assurance, any other cash collateral and cash equivalent
collateral posted pursuant to Sections 2 and 4 of this Exhibit D and any and all interest
thereon or proceeds resulting therefrom or from the liquidation thereof, whether now or
hereafter held by, on behalf of, or for the benefit of Buyer, and Seller agrees to take such
action as Buyer reasonably requires in order to perfect Buyer’s Security Interest in, and
lien on (and right to net against), such collateral and any and all proceeds resulting
therefrom or from the liquidation thereof.
Upon or any time after the occurrence of, and during the continuation of, an Event of
Default caused by Seller or an Early Termination Date resulting from an Event of Default
caused by Seller, Buyer may do any one or more of the following:
(a) Exercise any of its rights and remedies with respect to all Development Security
and Performance Assurance, including any such rights and remedies under law
then in effect;
(b) Draw on any outstanding Letter of Credit issued for its benefit; and
(c) Liquidate all Development Security and Performance Assurance then held by or
for the benefit of Buyer free from any claim or right of any nature whatsoever of
Seller, including any equity or right of purchase or redemption by Seller.
Buyer shall apply the proceeds of the collateral realized upon the exercise of any such
rights or remedies to reduce Seller’s obligations under this Agreement (Seller shall
remain liable for any amounts owing to Buyer after such application), subject to Buyer’s
obligation to return any surplus proceeds remaining after such obligations are satisfied in
fill.
4. Development Security.
(a) Introduction. Development Security shall be held by Buyer as security for Seller’s
meeting the Term Start Date. Before the Term Start Date, Seller must deliver to
Buyer certificates from a California-licensed professional engineer qualified to
make a representation that that Seller has installed the equipment sufficient to
provide the As-Available Contract Capacity designated by Seller.
(b) Development Security. Seller shall post such Development Security in accordance
with the following terms and conditions:
(i) Seller shall post a development fee (the “Development Security”) in the
amount of S20 per kW of the As-Available Contract Capacity on or before
the 30
th
day following the Effective Date. The Development Security shall

Page 4
be held by Buyer and shall be in the form of either a cash deposit or a

Letter of Credit; and
(ii) If Seller establishes the Development Security by means of a Letter of

Credit, such Letter of Credit shall be substantially in the form of Exhibit
L.
(c) Forfeiture of Development Security for Failure to Commence Term by the Term
Start Date; Extension of the Term Start Date.
(i) Failure to Meet the Term Start Date. Subject to Seller’s right to extend the
Term Start Date as provided in Section 4(c)(ii) of this Exhibit D or as a
result of a Force Majeure as to which Seller is the Claiming Party (subject
to Section 5.03), if the Term does not commence on or before the Term
Start Date, Buyer may retain the entire Development Security (if
applicable) and, if not already terminated, terminate this Agreement, and
neither Party shall have liability for damages for failure to deliver or
purchase the Product after the effective date of such termination.
(ii) Daily Delay Liquidated Damages to Extend Term Start Date. Subject to
limitations set forth in Section 1.01, Seller may elect to delay the Term
Start Date by paying to Buyer liquidated damages in an amount equal to
one percent of the Development Security per day for each day (or portion
thereof) from and including the original Term Start Date to and excluding
the actual Term Start Date (“Daily Delay Liquidated Damages”).
To extend the Term Start Date, Seller must, at the earliest possible time,
but no later than 6:00 am. on the first day of the proposed extension,
provide Buyer with Notice of its election to extend the Term Start Date
along with its estimate of the duration of the extension and its payment of
Daily Delay Liquidated Damages for the full estimated Term Start Date
extension period.
Seller may further extend the Term Start Date beyond the original Term
Start Date extension period subject to the same terms applicable to the
original Term Start Date extension.
The Daily Delay Liquidated Damages payments applicable to days

included in any Term Start Date extension shall be nonrefundable and are
in addition to and not to be considered part of the Development Security.
Seller shall be entitled to a refund (without interest) of any estimated Daily

Delay Liquidated Damages payments paid by Seller which exceed the
amount required to cover the number of days by which the Term Start
Date was actually extended.

Page 5
ID# 2847, Houit’eling Nurseries Ox,iard, Inc.
In no event may Seller extend the Term Start Date for more than a total of
180 days by the payment of Daily Delay Liquidated Damages.
(d) Full Return of Development Security. The Development Security shall be

returned to Seller in accordance with the following procedure:
(i) Subject to Seller commencing the Term by the Term Start Date, as the
Term Start Date may have been extended in accordance with Section
4(c)(ii) of this Exhibit D or as a result of a Force Majeure as to which
Seller is the Claiming Party (subject to Section 5.03), Seller demonstrates
the As-Available Contract Capacity on or before the Firm Operation Date
by delivering to Buyer certificates from a California-licensed professional
engineer qualified to make a representation that Seller has installed the
equipment sufficient to provide the entire As-Available Contract Capacity
designated by Seller.
(e) Deficient Installation of As-Available Contract Capacity Partial Forfeiture and

Partial Return of the Development Security. If, on or before the Firm Operation
Date, Seller does not demonstrate any portion of the As-Available Contract
Capacity or only demonstrates a portion of the As-Available Contract Capacity by
delivering to Buyer certificates from a California-licensed professional engineer
qualified to make a representation setting forth the As-Available Contract
Capacity, then Seller will only be entitled to a return of the portion of the
Development Security posted by Seller equal to the product of $20 per kW times
the kilowatts of As-Available Contract Capacity which Seller has demonstrated, if
any.
Seller shall forfeit and Buyer shall be entitled to retain the balance of the
Development Security.
In addition, as of the Firm Operation Date, the Performance Assurance Amount

for the Performance Assurance required to be posted and maintained pursuant to
Section 2 of this Exhibit D shall be calculated using the adjusted As-Available
Contract Capacity, and any amount of Performance Assurance in excess of that
required for the adjusted As-Available Contract Capacity shall be returned to
Seller.
(f) Seller shall provide Notice to Buyer of its request for a refund of the Development
Security.

Page 6
JD# 2847, Houweling Nurseries Qxnard, Inc.
5. Interest Payments on Cash Deposits.
(a) Buyer shall make monthly Simple Interest Payments, calculated using the Federal
Funds Effective Rate, to Seller on cash amounts posted for the Development
Security and Performance Assurance.
(b) Upon receipt of a monthly invoice that sets forth the calculation of the Simple
Interest Payment amount due, Buyer shall make payment thereof on or before the
third Business Day of the first month after the last month to which the invoice
relates, so long as such date is after the day on which such invoice is received;
provided, however, that:
(i) No Event of Default has occurred and is continuing with respect to Seller;
and
(ii) No Early Termination Date for which any unsatisfied payment obligation
of Seller exists, has occurred or has been designated as the result of an
Event of Default by Seller.
(c) On or after the occurrence of an Event of Default by Seller or an Early

Termination Date as a result of an Event of Default by Seller, Buyer shall retain
any such Simple Interest Payment amount as an additional Development Security
amount or a Performance Assurance amount hereunder until:
(i) In the case of an Early Termination Date, the obligations of Seller under
this Agreement have been satisfied; or
(ii) In the case of an Event of Default, for so long as such Event of Default is
continuing.
***E,dofExhibitD ‘‘

Page 7
EXHIBIT E
Scheduling Coordinator Services
Designation of Buyer as Scheduling Coordinator.
(a) At least thirty (30) days before the Term Start Date, Seller shall take all actions
and execute and deliver to Buyer and the CAISO all documents necessary to
authorize or designate Buyer as Scheduling Coordinator with the CAISO effective
as of the Term Start Date.
(b) During the Term, Seller may not authorize or designate any other party to act as
Scheduling Coordinator, nor shall Seller perform for its own benefit the duties of
Scheduling Coordinator.
(c) Buyer shall submit bids and schedules to the CAISO in accordance with the
CAISO Tariff and the Eligible CHP Facility’s Participating Generator Agreement.
(d) Buyer shall submit all required notices and updates regarding each Generating
Unit’s or the Generating Facility’s status, as applicable, to the CAISO in
accordance with the CAISO procedures.
(e) Seller is not entitled to any Monthly Capacity Payment until Buyer is fully
authorized as Scheduling Coordinator for the Generating Facility; provided,
however, that Buyer may not take, or not refrain from taking, any action if the
result would be to delay such authorization.
2. Buyer’s Scheduling Responsibilities. Pursuant to the CAISO Tariff, Buyer shall be

responsible for the following:
(a) Using the Forecast submitted by Seller to Buyer pursuant to Exhibit G, including
updated Forecasts to the extent reasonably practicable, to forecast Seller’s
expected generation using Buyer’s forecasting model (“Buyer Projected Energy
Forecast”) in any given hour;
(b) Adjusting Buyer Projected Energy Forecast for forecasted electric energy line
losses in accordance with the amount of electric energy Seller is expected to
deliver to the Delivery Point;
(c) Submitting the adjusted Forecasts to the CAISO as Scheduling Coordinator

Schedules (as defined in the CAISO Tariff); and
(d) Receiving notification of the final Schedules from the CAISO.
3. Notices. As Scheduling Coordinator, Buyer shall submit all notices and updates required
under the CAISO Tariff and Applicable Laws regarding each Generating Unit’s or the
Generating Facility’s status, as applicable, to the CAISO, including all SLIC Outage
requests, SLIC Forced Outages, or CAISO Forced Outage Reports.
Exhibit E Scheduling Coordinator Services

Page 1
ID# 2847, Houu’eling Nurseries Oxnard, Inc.
4. Scheduling Fees. In accordance with Section 4.02, Buyer shall invoice to Seller and
Seller shall pay to Buyer the following Scheduling Fees:
(a) SC Set-Up Fee. The SC Set-Up Fee is equal to the costs Buyer incurs as a result
of the Generating Units or the Generating Facility registration, as applicable, as
well as installation, configuration, and testing of all equipment and software
necessary, in Buyer’s sole discretion, to Schedule the Generating Unit or the
Generating Facility, as applicable, in accordance with the CAISO Tariff. Buyer’s
invoice to Seller shall provide a detailed accounting of all costs and charges
encompassed in the SC Set-Up Fee, including separate line items for registration
charges, equipment costs, software costs, and labor costs (including hourly rate if
applicable) itemized for registration, equipment installation, configuration, testing
and software related charges. Buyer estimates that the SC Set-up Fee for this
Agreement will equal $2,000 or less.
(b) Monthly Scheduling Fee. The Monthly Scheduling Fee will be as forth in the
following table.
As-Available Contract Capacity (kW) Monthly Scheduling Fee
Less than 10,000 $2,500
10,000— 20,000 $5,000
5. CAISO Settlements. As Scheduling Coordinator, Buyer shall be responsible for all

settlement functions with the CAISO related to the Generating Units or the Generating
Facility, as applicable. Seller shall cooperate with Buyer in Buyer’s performance of any
settlement functions, and Seller shall promptly deliver to Buyer, or provide Buyer access
to, all Generating Unit or the Generating Facility, as applicable, data necessary for
CAISO settlements and any correspondence or communications with CAISO related to
the Generating Units or the Generating Facility, as applicable, including any invoices or
settlement data, in the mutually agreed upon format reasonably requested by Buyer.
Buyer shall render a separate invoice to Seller for all CAISO Charges (“CAISO Charges
Invoice”) for which Seller is responsible under this Agreement as described in Exhibit H,
in accordance with the applicable billing and payment methodologies utilized for the
specific CAISO Charge as set forth in the CAISO Tariff. CAISO Charges Invoices shall
be rendered after final settlement information becomes available from the CAISO that
identifies any CAISO Charges. At Seller’s request, Buyer shall provide Seller with an
invoice detailing all Generating Facility CAISO Charges by individual CAISO Charge
codes or types used by CAISO to identify individual CAISO Charges including a copy of
all supplemental and/or supporting documentation provided by the CAISO to Buyer in
the settlement process.
Seller shall pay the amount of CAISO Charges Invoices on or before the later of the 20
day of each month, or tenth day after receipt of the CAISO Charges Invoice or, if such
Exhibit E Scheduling Coordinator Services

Page 2
day is not a Business Day, then on the next Business Day. If Seller fails to pay a CAISO
Charges Invoice within such timeframe, Buyer may offset any amounts owing to it for
these CAISO Charges Invoices as set forth in Section 4.02.
6. Disputes and Adjustments of CAISO Invoices. The Parties agree that all CAISO Charges
Invoices are subject to the CAISO Tariff and may be adjusted by the CAISO, or disputed
by Buyer, as Scheduling Coordinator, in accordance with the CAISO Tariff. The Parties
agree that all CAISO Charges Invoices are subject to dispute between the Parties in
accordance with this Agreement. Notwithstanding anything to the contrary contained in
this Agreement, the Parties agree that the obligations under this Exhibit E with respect to
the payment of CAISO Charges Invoices, or the adjustment of such CAISO Charges
Invoices, shall survive the expiration or termination of this Agreement for a period of
three hundred and sixty-five (365) days beyond the time period which CAISO may
adjust, modify or change any previously issued invoice, or any charges or revenues set
forth on such invoice pursuant to the CAISO Tariff.
7. Termination of Buyer as Scheduling Coordinator. At least 30 days before the expiration

of the Term or as soon as an Early Termination Date is declared (regardless of which
Party declared it), the Parties will take all actions necessary to terminate the designation
of Buyer as Scheduling Coordinator as of 11:59 p.m. on the final date of the Term (“
Replacement Date”). Such actions include the following: (a) Seller shall (i) submit to
the CAISO a designation of a new Scheduling Coordinator to replace Buyer effective as
of the SC Replacement Date and (ii) cause its newly designated Scheduling Coordinator
to submit a letter to the CAISO accepting the designation; and (b) Buyer shall submit a
letter to the CAISO resigning as Scheduling Coordinator effective as of the SC
Replacement Date.
End ofExhibit E ***
Exhibit E Scheduling Coordinator Sen’ices

Page 3
ID# 2847, Houwe/ing Nurseries Oxnard, Inc. - --
EXHIBIT F
Milestone Progress Reporting Form
Introduction. This Exhibit F is only applicable if the Generating Facility is a New

Eligible CHP Facility. Seller shall prepare a written milestone progress report as set forth
in Section 3.12 on its progress relative to the:
(a) Installation of the CAISO-Approved Meters and Telemetry System;
(b) Installation of the Telemetry System as required by the CAISO Tariff; and
(c) Work on other agreements with the CAISO and the Transmission Provider.
2. Format. The report must be sent via e-mail in the form of a single Adobe Acrobat file or
facsimile to Buyer’s Contract Administrator, as noted in Exhibit J, on the fifth Business
Day of each month. Each such milestone progress report must include the following
items:
(a) Cover page;
(b) Brief Generating Facility description;
(c) Site plan of the Generation Facility;
(d) Description of any planned changes to the Generating Facility and Site
description in Exhibit B;
(e) Bar chart schedule showing progress on achieving the Milestone Schedule;
(f) PERT or GANT chart showing critical path schedule of major items and
activities;
(g) Summary of activities during the previous month;
(h) Forecast of activities scheduled for the current month;
(i) Written description about the progress relative to the Milestone Schedule;
(,j) List of issues that could potentially impact the Milestone Schedule;
(k) Enumeration and schedule of any support or actions requested of Buyer;
(I) Progress and schedule of all material agreements, contracts, Permits, approvals,
technical studies, financing agreements and major equipment purchase orders
showing the start dates, completion dates, and completion percentages; and
(m) List of items required under Section 3.12.
***
End ofExhi bit F
Exhibit F Milestone Progress Reporting Form

Page 1
EXHIBIT G
Seller’s Forecasting Submittal and Accuracy Requirements
General Requirements. The Parties shall abide by the Forecasting requirements and
procedures described below and shall agree upon reasonable changes to these
requirements and procedures from time to time as necessary to:
(a) Comply with the CAISO Tariff;
(b) Accommodate changes to their respective generation technology and

organizational structure; and
(c) Address changes in the Operating and Scheduling procedures of Seller, Buyer and
the CAISO, including automated Forecast and outage submissions.
2. Seller’s Forecasting Submittal Requirements for all Generating Facilities.
(a) 30-Day Forecast.
In the case of a New Eligible CHP Facility, no later than 30 days before the Term
Start Date (or, in the case of a New Eligible CHP Facility no later than 30 days
before the commencement of Parallel Operation), Seller shall provide Buyer with a
Forecast for the 30-day period commencing on the start of the Term (or, if
applicable, Parallel Operation) using the Web Client.
In the case of a New Eligible CHP Facility, if, after submitting the Forecast
pursuant to this Section 2(a), if Seller learns that Parallel Operation will occur on a
date and time other than that reflected on the Forecast, Seller shall provide an
updated Forecast reflecting the new Parallel Operation date at the earliest
practicable time but no later than 5:00 p.m. PPT on the Wednesday before the new
Parallel Operation date, if Seller has learned of the new Parallel Operation date by
that time, but in no event less than three Business Days before the new Parallel
Operation date.
If the Web Client becomes unavailable, Seller shall provide Buyer with the Forecast
by e-mail or by telephoning Buyer’s Generation Operations Center, at the e-mail
address or telephone number(s) listed in Exhibit J.
The Forecast, and any updated Forecasts provided pursuant to this Section 2, shall:
(i) Not include any anticipated or expected electric energy line losses
between the Delivery Point and the CAISO-Controlled Grid; and
(ii) Limit hour-to-hour Forecast changes to no less than 250 kWh during any
period when the Web Client is unavailable. Seller shall have no restriction
on hour-to-hour Forecast changes when the Web Client is available.
Exhibit G Se1/er Forecasting Submittal and Accuracy Requirements

Page 1
(b) Weekly Update to 30-Day Forecast. Commencing on or before 5:00 p.m. PPT of
the Wednesday before the first week covered by the Forecast provided pursuant to
Section 2(a) of this Exhibit G, and on or before 5:00 p.m. PPT every Wednesday
thereafter until the Term End Date, Seller shall update the Forecast for the 30-day
period commencing on the Sunday following the weekly Wednesday Forecast
update submission. Seller shall use the Web Client, if available, to supply this
weekly update or, if the Web Client is not available, Seller shall provide Buyer with
the weekly Forecast update by e-mailing or telephoning Buyer’s Generation
Operations Center, at the e-mail address or telephone number(s) listed in Exhibit J.
(c) Further Update to 30-Day Forecast. As soon as reasonably practicable, Seller shall
provide Forecast updates related to Buyer’s Scheduled daily, hourly and real-time
deliveries from the Generating Facility for any cause, including changes in Site
ambient conditions, a Forced Outage, and a Real-Time Forced Outage, which
results in a material change to the Generating Facility’s deliveries (whether in part
or in whole). This updated Forecast pursuant to this Exhibit G must be submitted to
Buyer via the Web Client by no later than:
(i) 5:00 p.m. PPT on the day before the Trading Day impacted by the change, if
the change is known to Seller at that time;
(ii) The Hour-Ahead Scheduling Deadline, if the change is known to Seller at that
time; or
(iii) If the change is not known to Seller by the timeframes indicated in (i) or (ii)
immediately above, no later than 20 minutes after Seller becomes aware of the
event which caused the expected energy production change.
Seller’s updated Forecast must contain the following information:
(w) The beginning date and time of the event resulting in the availability of the
Generating Facility and expected energy production change;
(x) The expected ending date and time of the event:
(y) The expected energy production, in MWh; and
(z) Any other information required by the CAISO as communicated to Seller by

Buyer.
End ofExhibit G
Exhibit G Se/lers Forecasting Submittal andAccuracv Requirements

Page 2
EXHIBIT H
CAISO Charges
Buyer, as Scheduling Coordinator for the Generating Facility, shall pay all CAISO Charges and
receive all CAISO Revenues; provided, however, if at any time after the Term Start Date:
1. The CAISO implements or has implemented any sanction or penalty related to

Scheduling, outage reporting or generator Operation, and any such sanctions or penalties
are imposed on the Generating Facility or to Buyer as Scheduling Coordinator for the
Generating Facility due solely to the actions or inactions of Seller, then such sanctions or
penalties will be Seller’s responsibility;
2. Seller or any third party dispatches any portion of the As-Available Contract Capacity for
the benefit of any party other than Buyer or a Site host in respect of the Host Site, then
Seller shall indemnify, defend, and hold Buyer harmless against any CAISO Charges;
3. There is a CAISO or Transmission Provider declared Emergency and Seller fails to meet
Seller’s obligations associated with any CAISO or Transmission Provider instruction or
request (as may be communicated by Buyer as Scheduling Coordinator), as the case may
be, to: (a) curtail output, or (b) reschedule a Planned Outage set to occur during an
Emergency, then, in each case, Seller shall indemnify, defend, and hold Buyer harmless
against any CAISO Charges associated with the failure to respond to such Emergency;
4. If the Generating Facility is PIRP eligible and is not certified as a PIRP resource for any
reason, then Seller shall indemnify, defend, and hold Buyer harmless against all CAISO
Charges associated with the energy generated and delivered from the Generating Facility;
or
5. Buyer, as Seller’s Scheduling Coordinator, is subject to either Non-Availability Charges

or Availability Incentive Payments, or both, during a month within the Resource
Adequacy Compliance Year (as defined by CAISO Tariff), then any such Non-
Availability Charges or Availability Incentive Payments shall be offset and the net value
shall be entered into Seller’s account for the applicable month pursuant to Section 3.22.
If any of Sections 1 through 4 of this Exhibit H apply and the Generating Facility is subject to an
Uninstructed Deviation Penalty, Seller will not be required to pay the SDD Energy Adjustment
and, instead, shall be responsible for all applicable Uninstructed Deviation Penalty charges for
the Generating Facility.
End ofExhibit H
Exhibit H ASJO Charges

Page 1
EXHIBIT I
Scheduling and Delivery Deviation Adjustments
Seller or Buyer, as the case may be, shall be responsible for the following scheduling and
delivery deviation adjustments (“SDD Adjustments”) with respect to the Generating Facility:
SDD Energy Adjustment. An adjustment will be calculated for each Settlement Interval
in a month if the Metered Energy is either (a) less than the Performance Tolerance Band
Lower Limit in any Settlement Interval or (b) greater than the Performance Tolerance
Band Upper Limit in any Settlement Interval (“SDD Energy Adjustment”). When the
SDD Energy Adjustment is negative, Seller shall make a payment to Buyer and when the
SDD Energy Adjustment is positive, Seller shall receive a credit from Buyer. The SDD
Energy Adjustment is calculated as follows:
If A < D, then SDD Energy Adjustment= (D — A) x (EP — P)
or
If A > E, then SDD Energy Adjustment = (A — E) x (P — EP)
Otherwise, the SDD Energy Adjustment = 0
where:
A Metered Energy for the Settlement Interval;
B = Seller’s Final Energy Forecast based on the hourly forecasts made pursuant to
Exhibit G corresponding to the Settlement Interval;
C = Performance Tolerance Band
Three percent of the Seller’s Final Energy Forecast divided by the number of
Settlement Intervals in such hour;
D = Performance Tolerance Band Lower Limit (B — C);
E = Performance Tolerance Band Upper Limit (B + C);
EP TOD Period payment, as calculated in accordance with Exhibit C, divided by

Metered Energy applicable to the Settlement Interval; and
P = Market Price for the Generator’s PNode as published by the CAISO on

OASIS for the Settlement Interval.
2. SDD Administrative Charge. Seller shall make a payment to Buyer (the ‘
Administrative Charge”) for each Settlement Interval in a month if Metered Energy (i)
exceeds the Performance Tolerance Band Upper Limit or (ii) is less than the Performance
Exhibit I Scheduling and Deliveiy Deviation Adjustments

Page 1
ID# 2847, Houwe/ing Nurseries Qynard. Inc.
Tolerance Band Lower Limit, in any Settlement Interval. The SDD Administrative
Charge is calculated as follows:
IfA>(B+C)orA<(B—C),then:
SDD Administrative Charge (Absolute Value (B A) C) x

— —
Uninstructed Deviation GMC Rate.
Otherwise, the SDD Administrative Charge = 0.
***E,jdofExlzibill ***
Exhibit I Scheduling and Deliven Deviation Adjustments

Page 2
EXHIBIT J
Notice List
HOUWELING NURSERIES OXNARD, INC. SOUTHERN CALIFORNIA EDISON

COMPANY
All Notices are deemed provided in accordance All Notices are deemed provided in accordance
with Section 9.07 if made to the address, facsimile with Section 9.07 if made to the address, facsimile
numbers or e-mail addresses provided below: numbers or e-mail addresses provided below:
Contract Sponsor: Houweling Nurseries Oxnard, Contract Sponsor:

Inc. Attn: Steven Eisenberg
Attn: Casey Houweling Street: 2244 Wakiut Grove Avenue
Street: 645 W. Laguna Road City: Rosemead, California 91770
City: Camarillo, California 93012 Phone: 626-302-4023
Phone: (604) 613-0072 Facsimile: 626-302-9622
Facsimile: (805) 271-5107 E-mail: [email protected]
E-mail: [email protected]
Reference Numbers: Reference Numbers:
Duns: 94-938-3780 Duns: 006908818
Federal Tax ID Number: 77-0419467 Federal Tax ID Number: 95-1240335
Contract Administration: Contract Administration:
Attn: Peter Cummings Attn: Power Contract Administrator
Phone: (604) 760-7740 Phone: 626-302-9622
Facsimile: (805) 271-5107 Facsimile: 626-302-9622
E-mail: [email protected] E-mail: [email protected]
Forecasting: Forecasting:
Attn: Richard Vanderburg Attn: Preschedule Operations
Phone: (805) 857-4948 Phone: 626.307.4487 or 626.307.4420
Facsimile: (805) 271-5107 Facsimile: 626.302.3409
E-mail: [email protected] E-mail: [email protected]
Day-Ahead Forecasting: Richard Vanderburg Day-Ahead Forecasting:
Phone: (805) 857-4948 Phone: (626) 307-4425 or (626) 307-4420
Facsimile: (805) 271-5107 Facsimile: (626) 307-4416
E-mail: Richard.vanderburghouwelings.com E-mail: presched(äjsce.com
Real-Time Forecasting: Richard Vanderburg Real-Time Forecasting:
Phone: (805) 857-4948 Phone: (626) 307-4405 or (626) 307-4453
Facsimile: (805) 271-5107 Facsimile: (626) 307-4416
E-mail: Richard. [email protected] E-mail: [email protected]
Exhibit J Notice List

Page]
Payment Statements: Payment Statements:

Attn: Peter Cummings Attn: Power Procurement Finance
-
Phone: (604) 760-7740 Phone: 626-302-3277

E-mail: [email protected] E-mail :PPFDPowerS [email protected]
CAISO Charges and CAISO Sanctions: CAISO Charges and CAISO Sanctions:
-
Phone: (604) 760-7740 Phone: 626-302-3277

E-mail: [email protected] E-mail:[email protected]
Payments: Payments:
-
Phone: (604) 760-7740 Phone: 626-302-3277

E-mail: [email protected] E-mail:[email protected]
Wire Transfer: Wire Transfer:
BNK: Wells Fargo Bank, 1628 Browning Road, BNK: JP Morgan Chase Bank
Columbia, SC USA, 29226 ABA: 021000021
ABA: 053101561 ACCT: 323-394434
ACCT: 2079900477762
Credit and Collections: Credit and Collections:
Attn: Peter Cummings Attn: Manager of Credit and Collateral
Phone: (604) 760-7740 Phone: 626-302-1129
E-mail: [email protected] Email: [email protected]
With additional Notices of an Event of Default or With additional Notices of an Event of Default or
Potential Event of Default to: Potential Event of Default to:
Attn: Casey Houweling Attn: Director and Managing Attorney, Power
Phone: (604) 613-0072 Procurement
Facsimile: (805) 271-5107 Phone: 626-302-6897
E-mail: casey.houwelinghouwelings. corn Facsimile: 626-302-1935
Email: Beth.Fox(Zijscecom
Lender: Farm Credit West Lender:
Attn: Mark Satterburg Attn:
Phone: (805) 684-8771 Phone:
Facsimile: Facsimile:
E-mail: [email protected] E-mail:
End ofExhibit J ***
Ex/ubit J Notice List

Page 2
EXHIBIT K
Form of Guaranty Agreement
Guaranty. For valuable consideration, [Guarantor ‘s legal name! , flegal

status! (“Guarantor”) guarantees payment to [Buyer ‘s legal name], a California
corporation (“Beneficiary”), its successors and assigns, of all amounts owed to
Beneficiary by ISeller ‘s legal name! , ,‘Jegal status] (“Principal”) under
that certain Power Purchase and Sale Agreement between Beneficiary and Principal dated
[date] as amended from time to time (“Agreement”) (said amounts are
,
hereinafter referred to as the “Obligations”).
Initially capitalized words that are used but not otherwise defined in this agreement
(“Guaranty”) shall have the meanings given them in the Agreement.
Upon the failure or refusal by Principal to pay all or any portion of the Obligations, the
Beneficiary may make a demand upon the Guarantor.
Such demand shall be in writing and shall state the amount Principal has failed to pay and
an explanation of why such payment is due, that all cure periods have expired, and with a
specific statement that Beneficiary is calling upon Guarantor to pay under this Guaranty.
Guarantor shall promptly, but in no event less than ten Business Days following demand
by Beneficiary, pay such Obligations in immediately available funds.
The obligations of Guarantor hereunder is not subject to any counterclaim, setoff,

withholding, or deduction unless required by applicable law.
A payment demand satisfying the foregoing requirements shall be deemed sufficient

notice to Guarantor that it must pay the Obligations.
2. Guaranty Limit. Subject to Paragraph 13, the liability of Guarantor hereunder may not
exceed in the aggregate, which amount shall include all interest that has
$_________
accrued on any amount owed hereunder.
3. Guaranty Absolute. Guarantor agrees that its obligations under this Guaranty are
irrevocable, absolute, independent and unconditional and is not affected by any
circumstance which constitutes a legal or equitable discharge of a guarantor. In
furtherance of the foregoing and without limiting the generality thereof, Guarantor agrees
as follows:
(a) The liability of Guarantor under this Guaranty is a continuing guaranty of

payment and not of collectibility, and is not conditional or contingent upon the
genuineness, validity, regularity or enforceability of the Agreement or the pursuit
by Beneficiary of any remedies which it now has or may hereafter have under the
Agreement;
E1,ibit K Fonii of Guaranty .4greeinent

Page 1
ID# 2847, i-Jotm’eling Nurseries Oxnard, Inc.
(b) Beneficiary may enforce this Guaranty upon the occurrence of a default by
Principal under the Agreement notwithstanding the existence of a dispute between
Beneficiary and Principal with respect to the existence of the default;
(c) The obligations of Guarantor under this Guaranty are independent of the
obligations of Principal under the Agreement and a separate action or actions may
be brought and prosecuted against Guarantor whether or not any action is brought
against Principal or any other guarantors and whether or not Principal is joined in
any such action or actions;
(d) Beneficiary may, at its election, foreclose on any security held by Beneficiary,
whether or not the means of foreclosure is commercially reasonable, or exercise
any other right or remedy available to Beneficiary without affecting or impairing
in any way the liability of Guarantor under this Guaranty, except to the extent the
amount(s) owed to Beneficiary by Principal have been paid; and
(e) Guarantor shall continue to be liable under this Guaranty and the provisions
hereof shall remain in full force and effect notwithstanding:
(i) Any modification, amendment, supplement, extension, agreement or

stipulation between Principal and Beneficiary or their respective
successors and assigns, with respect to the Agreement or the obligations
encompassed thereby;
(ii) Beneficiary’s waiver of or failure to enforce any of the terms, covenants or

conditions contained in the Agreement;
(iii) Any release of Principal or any other guarantor from any liability with
respect to the Obligations or any portion thereof
(iv) Any release, compromise or subordination of any real or personal property

then held by Beneficiary as security for the performance of the
Obligations or any portion thereof, or any substitution with respect
thereto;
(v) Without in any way limiting the generality of the foregoing, if

Beneficiary is awarded a judgment in any suit brought to enforce a portion
of the Obligations, such judgment is not deemed to release Guarantor from
its covenant to pay that portion of the Obligations which is not the subject
of such suit;
(vi) Beneficiary’s acceptance and/or enforcement of, or failure to enforce, any

other guaranties or any portion of this Guaranty;
(vii) Beneficiary’s exercise of any other rights available to it under the

Agreement;
Exhibit K Form of Guaranty Agreenment

Page 2
(viii) Beneficiary’s consent to the change, reorganization or termination of the

corporate structure or existence of the Principal and to any corresponding
restructuring of the Obligations;
(ix) Any failure to perfect or continue perfection of a security interest in any

collateral that secures the Obligations;
(x) [Intentionally omitted;] and
(xi) Any other act or thing or omission, or delay to do any other act or thing
that might in any manner or to any extent vary the risk of Guarantor as an
obligor with respect to the Obligations.
(f) Guarantor agrees that upon a demand for payment under this Guaranty in
accordance with Section 1 hereof, Guarantor shall pay such Obligations as are
included in such demand notwithstanding any defenses, setoffs or counterclaims
that Principal may allege or assert against Beneficiary with respect to the
Obligations, including, without limitation, statute of frauds, statute of limitations
and accord and satisfaction; provided that Guarantor reserves the right to assert
any defenses, setoffs or counterclaims that Principal may allege or assert against
Beneficiary (except for such defenses, setoffs or counterclaims as are expressly
waived under other provisions of this Guaranty) in a subsequent action for
recoupment, restitution or reimbursement.
4. Termination; Reinstatement.
(a) The term of this Guaranty is continuous until the date on which the Obligations
have been performed or paid in full.
(b) This Guaranty shall be reinstated if at any time following the termination of this
Guaranty, any payment by Guarantor under this Guaranty or pursuant hereto is
rescinded or must otherwise be returned by the Beneficiary or other person upon
the insolvency, bankruptcy, reorganization, dissolution or liquidation of Principal,
Guarantor or otherwise, and is so rescinded or returned to the party or parties
making such payment, all as though such payment had not been made.
If all or any portion of the Obligations are paid by Principal, the obligations of
Guarantor hereunder shall continue and remain in full force and effect or be
reinstated, as the case may be, in the event that all or any part of such payment(s)
are rescinded or recovered directly or indirectly from Beneficiary as a preference,
fraudulent transfer or otherwise, and any such payments which are so rescinded or
recovered shall constitute Obligations for all purposes under this Guaranty.
5. Bankruptcy: Post-Petition Interest.
(a) So long as any Obligations remain outstanding, Guarantor may not, without the
prior written consent of Beneficiary, commence or join with any other person in
Exhibit K Forii of Guaranty Agreement

Page 3
commencing any bankruptcy, reorganization or insolvency proceedings of or

against Principal.
The obligations of Guarantor under this Guaranty may not be reduced, limited,
impaired, discharged, deferred, suspended or terminated by any proceeding,
voluntary or involuntary, involving the bankruptcy, insolvency, receivership,
reorganization, liquidation or arrangement of the Principal or by any defense
which Principal may have by reason of the order, decree or decision of any court
or administrative body resulting from any such proceeding.
(b) Any interest on any portion of the Obligations which accrues after the
commencement of any such proceeding (or, if interest on any portion of the
Obligations ceases to accrue by operation of law by reason of the commencement
of said proceeding, such interest as would have accrued on such portion of the
Obligations if said proceedings had not been commenced) shall be included in the
Obligations.
Guarantor will permit any trustee in bankruptcy, receiver, debtor in possession,

assignee for the benefit of creditors or similar person to pay Beneficiary, or allow
the claim of Beneficiary in respect of, any such interest accruing after the date on
which such proceeding is commenced.
6. Subrogation. Guarantor shall be subrogated to all rights of the Beneficiary against

Principal with respect to any amounts paid by the Guarantor pursuant to the Guaranty,
provided that Guarantor postpones the exercise of such rights until all Obligations have
been irrevocably paid in full to the Beneficiary.
If any amount is paid to Guarantor on account of such subrogation, reimbursement,

contribution or indemnity rights at any time when all the Obligations guaranteed
hereunder have not been indefeasibly paid in full, Guarantor shall hold such amount in
trust for the benefit of Beneficiary (provided that no fiduciary duty shall be deemed to
arise in connection herewith) and shall promptly pay such amount to Beneficiary.
7. [Intentionally omitted.]
8. Waivers of Guarantor.
(a) [Intentionally omitted.]
(b) Guarantor waives any right to require Beneficiary to proceed against or exhaust
any security held from Principal or any other party acting under a separate
agreement.
(c) Guarantor waives all of the rights and defenses described in subdivision (a) of
Section 2856 of the California Civil Code, including any rights and defenses that
are or may become available to the Guarantor by reason of Sections 2787 to 2855
thereof, inclusive. Without limiting the generality of the foregoing waiver:
Exhibit K Po,,,, of Guctrantv 4greenieiit

Page 4
(i) The guarantor waives all rights and defenses that the guarantor may have
because the debtor’s debt is secured by real property.
This means, among other things:
a. The creditor may collect from the guarantor without first

foreclosing on any real or personal property collateral pledged by
the debtor.
b. If the creditor forecloses on any real property collateral pledged by

the debtor:
(1) The amount of the debt may be reduced only by the price
for which that collateral is sold at the foreclosure sale, even
if the collateral is worth more than the sale price.
(2) The creditor may collect from the guarantor even if the
creditor, by foreclosing on the real property collateral, has
destroyed any right the guarantor may have to collect from
the debtor.
This is an unconditional and irrevocable waiver of any rights and defenses

the guarantor may have because the debtor’s debt is secured by real
property. These rights and defenses include, but are not limited to, any
rights or defenses based upon Section 580a, 580b, 580d, or 726 of the
California Code of Civil Procedure.
(ii) The guarantor waives all rights and defenses arising out of an election of
remedies by the creditor, even though that election of remedies, such as a
nonjudicial foreclosure with respect to security for a guaranteed
obligation, has destroyed the guarantor’s rights of subrogation and
reimbursement against the principal by the operation of Section 580d of
the Code of Civil Procedure or otherwise.
(d) Guarantor assumes all responsibility for keeping itself informed of Principal’s
financial condition and all other factors affecting the risks and liability assumed
by Guarantor hereunder, and Beneficiary shall have no duty to advise Guarantor
of information known to it regarding such risks.
(e) Guarantor waives any defense arising by reason of the incapacity, lack of
authority or any disability of the Principal, failure of consideration or any defense
based on or arising out of the lack of validity or enforceability of the Obligations;
(f) Guarantor waives any defense based upon Beneficiary’s errors or omissions in the
administration of the Obligations;
Exhibit K Form of Guaranty Agreement

Page 5
JD# 2847, Hou’’e1ing Nurseries Oxnard, Inc.
(g) Guarantor waives its right to raise any defenses based upon promptness,
diligence, and any requirement that Beneficiary protect, secure, perfect or insure
any security interest or lien or any property subject thereto;
(h) Guarantor waives its right to raise any principles of law, statutory or othenvise,
that limit the liability of or exonerate guarantors, provide any legal or equitable
discharge of Guarantor’s obligations hereunder, or which may conflict with the
terms of this Guaranty;
(i) Other than demand for payment, the Guarantor expressly waives all notices
between the Beneficiary and the Principal including without limitation all notices
with respect to the Agreement and this Guaranty, notice of acceptance of this
Guaranty, any notice of credits extended and sales made by the Beneficiary to
Principal, any information regarding Principal’s financial condition, and all other
notices whatsoever; and
(j) Guarantor waives filing of claims with a court in the event of the insolvency or
bankruptcy of the Principal.
9. No Waiver of Rights by Beneficiary. No right or power of Beneficiary under this

Guaranty shall be deemed to have been waived by any act or conduct on the part of
Beneficiary, or by any neglect to exercise a right or power, or by any delay in doing so,
and every right or power of Beneficiary hereunder shall continue in full force and effect
until specifically waived or released in a written document executed by Beneficiary.
10. Assignment, Successors and Assigns. This Guaranty shall be binding upon Guarantor, its
successors and assigns, and shall inure to the benefit of, and be enforceable by, the
Beneficiary and its successors, assigns and creditors. The Beneficiary shall have the right
to assign this Guaranty to any person or entity without the prior consent of the Guarantor;
provided, however, that no such assignment shall be binding upon the Guarantor until it
receives written notice of such assignment from the Beneficiary.
The Guarantor shall have no right to assign this Guaranty or its obligations hereunder
without the prior written consent of the Beneficiary.
11. Representations of Guarantor. Guarantor represents and warrants that:
(a) It is a corporation duly organized, validly existing and in good standing in all
necessary jurisdictions and has full power and authority to execute, deliver and
perform this Guaranty;
(b) It has taken all necessary actions to execute, deliver and perform this Guaranty;
(c) This Guaranty constitutes the legal, valid and binding obligation of Guarantor,
enforceable in accordance with its terms, subject to bankruptcy, insolvency,
reorganization, moratorium and other similar laws effecting creditors’ rights
generally and to general equitable principles;

Page 6
JD# 2847, Houwe/ing Nurseries Oxnard, Inc.
(d) Execution, delivery and performance by Guarantor of this Guaranty does not
conflict with, violate or create a default under any of its governing documents,
any agreement or instruments to which it is a party or to which any of its assets is
subject or any applicable law, rule, regulation, order or judgment of any
Governmental Authority; and
(e) All consents, approvals and authorizations of governmental authorities required in

connection with Guarantor’s execution, delivery and performance of this
Guaranty have been duly and validly obtained and remain in full force and effect.
12. Financial Statements. If requested by Beneficiary, Guarantor shall deliver the following
financial statements, which in all cases shall be for the most recent accounting period and
prepared in accordance with generally accepted accounting principles:
(a) Within one hundred-twenty (120) days following the end of each fiscal year that
any Obligations are outstanding, a copy of its annual report containing its audited
consolidated financial statements (income statement, balance sheet, statement of
cash flows and statement of retained earnings and all accompanying notes) for
such fiscal year, setting forth in each case in comparative form the figures for the
previous year; and
(b) Within sixty (60) days after the end of each of its first three fiscal quarters of each
fiscal year that any Obligations are outstanding, a copy of its quarterly report
containing its consolidated financial statements (income statement, balance sheet,
statement of cash flows and statement of retained earnings and all accompanying
notes) for such fiscal quarter and the portion of the fiscal year through the end of
such quarter, setting forth in each case in comparative form the figures for the
previous year and: (i) certified in accordance with all applicable laws and
regulations, including without limitation all applicable Securities and Exchange
Commission (“SEC”) rules and regulations, if Guarantor is an SEC reporting
company; or (ii) certified by a Responsible Officer as being fairly stated in all
material respects (subject to normal year end audit adjustments) if Guarantor is
not an SEC reporting company.
(c) For the purposes of the requirement in this Paragraph 12, if Guarantor’s financial
statements are publicly available electronically on the website of Guarantor or the
SEC, then Guarantor shall be deemed to have met this requirement.
13. Attorneys’ Fees. In addition to the amounts for which payment is guaranteed hereunder,
Guarantor agrees to pay reasonable attorneys’ fees and all other costs and expenses
incurred by Beneficiary in enforcing this Guaranty or in any action or proceeding arising
out of or relating to this Guaranty. Any costs for which Guarantor becomes liable
pursuant to this Paragraph 13 is not subject to, and does not count toward, the guaranty
limit set forth in Paragraph 2 above.

Page 7
14. Governing Law. This Guaranty is made under and shall be governed in all respects by
the laws of the State of California, without regard to conflict of law principles. If any
provision of this Guaranty is held invalid under the laws of California, this Guaranty shall
be construed as though the invalid provision has been deleted, and the rights and
obligations of the parties shall be construed accordingly.
15. Construction. All parties to this Guaranty are represented by legal counsel. The terms of
this Guaranty and the language used in this Guaranty shall be deemed to be the terms and
language chosen by the parties hereto to express their mutual intent. This Guaranty shall
be construed without regard to any presumption or rule requiring construction against the
party causing such instrument or any portion thereof to be drafted, or in favor of the party
receiving a particular benefit under this Guaranty. No rule of strict construction will be
applied against any party.
16. Amendment Severability. Neither this Guaranty nor any of the terms hereof may be
terminated, amended, supplemented or modified, except by an instrument in writing
executed by an authorized representative of each of Guarantor and Beneficiary.
If any provision in or obligation under this Guaranty is invalid, illegal or unenforceable in

any jurisdiction, the validity, legality and enforceability of the remaining provisions or
obligations, or of such provision or obligation in any other jurisdiction, is not in any way
be affected or impaired thereby.
17. Third Party Rights. This Guaranty may not be construed to create any rights in any
parties other than Guarantor and Beneficiary and their respective successors and
permitted assigns.
18. Notices. Any demand for payment, notice, request, instruction, correspondence or other
document to be given hereunder by any party to another shall be made by facsimile to the
person and at the address for notices specified below.
Beneficiary: [Buyer]
[Street]
[City, State Zip]
Attn:
Phone:
Facsimile:
with a copy to: [Name/

[Street]
[City, State Zip]
Attn:
Phone:
Facsimile:
Guarantor: [Guarantor]
Exhibit K Form of Guaranty 4greenient

Page 8
ID# 2847, Houweling Nurseries Oxnard, hic.
[Street]
[City, State Zip,!
Attn:
Phone:
Facsimile:
Principal: [Principal]
[Street]
[City, State Zip]
Attn:
Phone:
Facsimile:
Such notice shall be effective upon confirmation of the actual receipt if received during the
recipient’s normal business hours, or at the beginning of the recipient’s next Business Day after
receipt if receipt is outside of the recipient’s normal business hours. Either party may
periodically change any address to which notice is to be given it by providing notice of such
change as provided herein.
[signature page follows]
IN WITNESS WHEREOF, Guarantor has executed this Guaranty as of
flegal narnel
By:
Name:
Title: 1
End ofExhibit K ‘‘‘

Page 9
Exhibit K Form ofGuarantvAgreemeni

Page 10
EXHIBIT L
Form of Letter of Credit
IRREVOCABLE NONTRANSFERABLE STANDBY

LETTER OF CREDIT
Reference Number:
Transaction Date:
BENEFICIARY:
Ladies and Gentlemen:
(the “Bank”) establishes this Irrevocable

Nontransferable Standby Letter of Credit (“Letter of Credit”) in favor of
a California corporation (the “Beneficiary”), for the
account of a , corporation, also known as ID#
(the “Applicant”), for the amount of XXX AND XX/100 Dollars ($ ) (the
“Available Amount”), effective immediately and expiring at 5:00 p.m., California time, on
(the “Expiration Date”).
This Letter of Credit shall be of no further force or effect upon the close of business on
or, if such day is not a Business Day (as hereinafter defined), on the next
preceding Business Day.
For the purposes hereof, “Business Day” shall mean any day on which commercial banks are not
authorized or required to close in California.
Subject to the terms and conditions herein, funds under this Letter of Credit are available to
Beneficiary by presentation in compliance on or before 5:00 p.m. California time, on or before
the Expiration Date of the following:
1. The original of this Letter of Credit and all amendments (or photocopy of the original for
partial drawings); and
2. The Drawing Certificate issued in the form of Attachment A attached hereto and which
forms an integral part hereof, duly completed and purportedly bearing the signature of an
authorized representative of the Beneficiary.
Exhibit L Form of Letter of Credit

Page]
ID# 2847, Hotm’eling Nurseries Oxnard, Inc.
Notwithstanding the foregoing, any drawing hereunder may be requested by transmitting the
requisite documents as described above to the Bank by facsimile at or such
other number as specified from time to time by the Bank.
The facsimile transmittal shall be deemed delivered when received. Drawings made by facsimile
transmittal are deemed to be the operative instrument without the need of originally signed
documents.
Partial drawing of funds shall be permitted under this Letter of Credit, and this Letter of Credit
shall remain in full force and effect with respect to any continuing balance;
provided that, the Available Amount shall be reduced by the amount of each such drawing.
This Letter of Credit is not transferable or assignable. Any purported transfer or assignment
shall be void and of no force or effect.
Banking charges shall be the sole responsibility of the Applicant.
This Letter of Credit sets forth in full our obligations and such obligations may not in any way be
modified, amended, amplified or limited by reference to any documents, instruments or
agreements referred to herein, except only the attachment referred to herein; and any such
reference may not be deemed to incorporate by reference any document, instrument or agreement
except for such attachment.
The Bank engages with the Beneficiary that Beneficiary’s drafts drawn under and in compliance
with the terms of this Letter of Credit will be duly honored if presented to the Bank on or before
the Expiration Date.
Except so far as otherwise stated, this Letter of Credit is subject to the International Standby
Practices 15P98 (also known as ICC Publication No. 590), or revision currently in effect (the
“ISP”). As to matters not covered by the ISP, the laws of the State of California, without regard
to the principles of conflicts of laws thereunder, shall govern all matters with respect to this
Letter of Credit.
AUTHORIZED SIGNATURE for Issuer
Name:_____________________________
Title:_______________________________

Page 2
ATTACHMENT A
Drait’ing Cert,ficate
TO [ISSUING BANK NAME]
IRREVOCABLE NON-TRANSFERABLE STANDBY LETTER OF CREDIT
No.
DRAWING CERTIFICATE
Bank
Bank Address
Subject: Irrevocable Non-transferable Standby Letter of Credit
Reference Number:
The undersigned an authorized representative of

(the “Beneficiary”), certifies to [Issuing BankName] (the
“Bank”), and (the “Applicant”), with reference to Irrevocable
Nontransferable Standby Letter of Credit No. { }, dated
(the “Letter of Credit”), issued by the Bank in favor of the Beneficiary, as follows as of the date
hereof:
1. The Beneficiary is entitled to draw under the Letter of Credit an amount equal to
$ ,for the following reason(s) [check applicable provision]:
[ ]A. An Event of Default, as defined in that certain Power Purchase and Sale
Agreement between Applicant and Beneficiary, dated as of [Date ofExecution]
(the “Agreement”), with respect to the Applicant has occurred and is continuing.
lB. An Early Termination Date (as defined in the Agreement) has occurred or been
designated as a result of an Event of Default (as defined in the Agreement) with
respect to the Applicant for which there exist any unsatisfied payment obligations.
]C. The Letter of Credit will expire in fewer than 30 days from the date hereof, and
Applicant has not provided Beneficiary alternative Performance Assurance (as
defined in the Agreement) acceptable to Beneficiary.
[ ]D. The Bank has heretofore provided written notice to the Beneficiary of the Bank’s
intent not to renew the Letter of Credit following the present Expiration Date
thereof (“Notice of Non-renewal”), and Applicant has failed to provide the

Page 3
Beneficiary with a replacement letter of credit satisfactory to Beneficiary in its

sole discretion within 30 days following the date of the Notice of Non-renewal.
]E. The Beneficiary is entitled to retain the entire Development Security (i) as a result
of Applicant’s failure to commence the Term by the Term Start Date, or (ii) the
Agreement has terminated due to an Event of Default by Applicant before the
Term Start Date.
]F. The Beneficiary is entitled to retain a portion of the Development Security equal
to the product of $20 per kW of As-Available Contract Capacity which Seller
failed to demonstrate.
2. Based upon the foregoing, the Beneficiary makes demand under the Letter of Credit for
payment of U.S. DOLLARS AND /lOOths (U.S.$ ), which
amount does not exceed (i) the amount set forth in paragraph 1 above, and (ii) the
Available Amount under the Letter of Credit as of the date hereof.
3. Funds paid pursuant to the provisions of the Letter of Credit shall be wire transferred to
the Beneficiary in accordance with the following instructions:
Unless otherwise provided herein, capitalized terms which are used and not defined herein shall
have the meaning given each such term in the Letter of Credit.
IN WITNESS WHEREOF, this Certificate has been duly executed and delivered on behalf of the
Beneficiary by its authorized representative as of this day of
Beneficiary: [BENEFICIARY NAME]
By:
Name:___________________________
Title:_____________________________
***EndofExhjbjtL ***
Exhibit L Form ofLetter of Credit

Page 4
EXHIBIT M
Seller’s Milestone Schedule
No. Target
Milestones
Date
[Not Applicable]
*** End ofExhibit M ***
Exhibit M Seller c Milestone Schedule

Page]
EXHIBIT N
Outage Schedule Submittal Requirements
General Requirements.
The Parties shall abide by the Outage Schedule Submittal Requirements described below and
shall agree upon reasonable changes to these requirements and procedures from time to time,
as necessary to:
(a) Comply with the CAISO Tariff,
(b) Accommodate changes to their respective generation technology and organizational

structure; and
(c) Address changes in the operating and Scheduling procedures of Seller, Buyer and the
CAISO, including automated forecast and outage submissions.
2. Seller’s Availability Forecasting Submittal Requirements for all Generating Facilities.
Seller shall submit maintenance and Planned Outage schedules in accordance with the
following schedule:
(a) No later than January 1st, April 1st, July 1st and October 1st of each Term Year, and
at least 60 days before Parallel Operation, Seller shall submit to Buyer its schedule of
proposed Planned Outages (“Outage Schedule”) for the subsequent twenty four-month
period using a Buyer-provided web-based system or an e-mail address designated by
Buyer (“Web_Client”).
(b) Seller shall provide the following information for each proposed Planned Outage:
(i) Start date and time;
(ii) End date and time; and
(iii) Capacity online, in MW, during the Planned Outage.
(c) Within 20 Business Days after Buyer’s receipt of an Outage Schedule, Buyer shall
notify Seller in writing of any request for changes to the Outage Schedule, and Seller
shall, consistent with Prudent Electrical Practices, accommodate Buyer’s requests
regarding the timing of any Planned Outage.
(d) Seller shall cooperate with Buyer to arrange and coordinate all Outage Schedules with
the CAISO.
(e) In the event a condition occurs at the Generating Facility which causes Seller to revise
its Planned Outages, Seller shall provide Notice to Buyer, using the Web Client, of
such change (including, an estimate of the length of such Planned Outage) as required
in the CAISO Tariff after the condition causing the change becomes known to Seller.
Exhibit N Outage Schedule Sub,nittal Requirements
Page 1
(f) Seller shall promptly prepare and provide to Buyer upon request, using the Web
Client, all reports of actual or forecasted outages that Buyer may reasonably require
for the purpose of enabling Buyer to comply with Section 761.3 of the California
Public Utilities Code or any Applicable Law mandating the reporting by investor
owned utilities of expected or experienced outages by electric energy generating
facilities under contract to supply electric energy.
End ofExhibit N **
Exhibit .V Outage Schedule Submittal Requirements
Page 2
TOnic ENGINEERING, LLC
www.Yorlce:Engr.corn
August 25, 2014
Mi. William Knox

California Air Resources Board
Climate Change Program Evaluation Branch, 6th Floor
1001 “I Street
Subject: Application for Limited Exemption of Emissions from Qualified Thermal

Output for Cogeneration Facilities for Houweling Nurseries Oxnard, Inc.
(Facility ARB ID 104364)
Dear Mr. Knox:

On behalf of Houweling Nurseries Oxnard, Inc (Houweling), we are submitting an application for
the Cap-and-Trade Limited Exemption of Emissions from Qualified Thermal Output for
Cogeneration Facilities (Section 95852(j)). This application is submitted for Houweling’s facility
in Camarillo, CA (Facility ARB ID 104364). As we understand, a facility that qualifies for the
limited exemption under Section 95852(j) will not be a covered entity during the first, second, and
third compliance periods, as long as the facility meets the requirements for the exemption.
Houweling started the operation of their cogeneration units in 2012, and was only operating their
cogeneration units for partial year. 2013 is the first year that Houweling operated their
cogeneration units for a full year and exceeded the Cap-and-Trade applicability threshold of
25,000 MTCO2e. As shown in the attached completed application form, the Houweling facility
meets the requirements for the limited exemption set forth in Section 95852(j) of the Cap-and-
Trade Regulation for 2012 and 2013. Therefore. we request for the limited exemption, as allowed
by the Cap-and-Trade Regulation, be granted to Houweling facility in Camarillo.
Should you have any questions or concerns, please contact me at (559) 908-6979.
Sincerely,
Carla Prasetyo Jo. PE

Yorke Engineering, LLC
(559) 908-6979
cc: Joseph Steirer, Yorke Engineering, LLC
Enclosures:
1. One Application form for Limited Exemption of Emissions from Qualified Thermal
Output for Cogeneration Facilities
31726 Rancho Viejo Road, Suite 218 v San Juan Capistrano, CA 92675 v Tel: (949) 248-8490 v Fax: (949) 248-8499
Application for Limited Exemption California Air Resources Board
Attn: William Knox
0
of Emissions from Qualified Thermal Output
California Air Resources Board CCPEB, 6th Floor
for Cogeneration Facilities 1001 “I’ Street
1) Legal Entity Name 2) Mailing Address 4) CITSS Account ID # (CA +
3) ARB ID
digits)
Houweling Nurseries Oxnard, Inc 645W. Laguna Road, CamarHlo, CA 93012 104364 CA1740
Qualified Thermal Output by Use
Thermal 5) NAICS 6) Thermal Output 7) Qualified Thermal Output (MMBtu)
Energy Used On-Site Use Code(s) of Use, Supports or is Part 8) Discussion of any
on Site or Category if Applicable of Cogeneration or Differences from Previous
Sold? 2008 2009 2010 2011 2012 2013 Reporting
(Optional) Electricity System?
Industrial
I used on Site Processes or
Operations
111419 Yes - - - 29,418 167,628 Not Applicable

Heating
2 Used on Site
Operations
Cooling
3 Used on Site
Operations
4 Sold
9) Cogeneration Unit Burns some Fuel without Covered Emissions? No
10) Cogeneration Fuel that Produces Covered Emissions (MMBtu)
11)Total_Cogeneration Fuel (MMBtu)
Covered Fuel Ratio 100% 100% 100% 100% 100% 100%
Annual QTO (MMBtu) - - - - 29,418 167,628
GHG Emissions of QTO - - - - 1,837 10,467
12) Total Covered Emissions (metric tons 2
CO
e) 24,411 29,355
Total Remaining Covered Emissions - - - - 22,574 18,888
Emissions Under Threshold All Years? Yes
13)1 certify under penalty of perjury of the laws of the State of California that I am duly authorized by the legal entity named in box 1 above to sign this attestation on behalf
of said legal entity, and that the information submitted herein is true, accurate, and cmpletc.
Print Name
0. (/ \-
Signature Date
Rev. 7/30/14 1
Title Page
Southern California Edison Company FERC FPA Electric Tariff
Tariff Title: Wholesale Distribution Access Tariff
Tariff Record Title: Service Agreement No. 445
GENERATOR INTERCONNECTION AGREEMENT (GIA)

FOR A GENERATING FACILITY
INTERCONNECTING UNDER THE INDEPENDENT STUDY PROCESS
BETWEEN
AND
PROJECT: HOUWELING NURSERIES OXNARD (SCE WDT661ISP)
Contract Effective Date: xx/xx/xx Tariff Record Proposed Effective Date: xx!xx/xx
905.445.O Version Number: 0.0.0
WDT66IISP Option Code: A
Page No. 1
TABLE OF CONTENTS
Page No.
Recitals 7
Article 1. Definitions 7
Article 2. Effective Date, Term, and Termination 17
2.1 Effective Date 17
2.2 Term of Agreement 17
2.3 Termination Procedures 17
2.3.1 Written Notice 17
2.3.2 Default 17
2.3.3 Suspension of Work 17
2.4 Termination Costs 18
2.5 Disconnection 18
2.6 Survival 19
Article 3. Regulatory Filings 19
3.1 Filing 19
Article 4. Scope of Service 19
4.1 Interconnection Service 19
4.1.1 Distribution Service Implications 19
4.1.2 Transmission Service Implications 19
4.2 Provision of Service 20
4.3 Performance Standards 20
4.4 No Distribution Service or Transmission Service 20
4.5 Interconnection Customer Provided Services 20
Article 5. Interconnection Facilities Engineering, Procurement, and Construction 20
5.1 Options 20
5.1.1 Standard Option 20
5.1.2 Alternate Option 21
5.1.3 Option to Build 21
5.1.4 Negotiated Option 21
5.2 General Conditions Applicable to Option to Build 22
5.3 Liquidated Damages 23
5.4 Power System Stabilizers 24
5.5 Equipment Procurement 24
5.6 Construction Commencement 24
5.7 Work Progress 25
5.8 Information Exchange 25
5.9 Limited Operation 25
5.10 Interconnection Customer’s Interconnection Facilities (‘ICIF’) 25
5.10.1 Interconnection Customer’s Interconnection Facility Specifications.
Interconntial Synchronization Date 26
5.10.2 Distribution Provider’s Review 26
5.10.3 ICIF Construction 26
5.10.4 Interconnection Customer to Meet Requirements of the Distribution
Provider’s Interconnection Handbook 26
Page No. 2
5.11 Distribution Provider’s Interconnection Facilities Construction 26

5.12 Access Rights 27
5.13 Lands of Other Property Owners 27
5.14 Permits 27
5.15 Early Construction of Base Case Facilities 28
5.16 Suspension 28
5.17 Taxes 28
5.17.1 Interconnection Customer Payments Not Taxable 29
5.17.2 Representations and Covenants 29
5.17.3..Indemnification for the Cost Consequences of Current Tax Liability Imposed
Upon the Distribution Provider 29
5.17.4 Tax Gross-Up Amount 30
5.17.5 Private Letter Ruling or Change or Clarification of Law 31
5.17.6 Subsequent Taxable Events 31
5.17.7 Contests 31
5.17.8 Refund 32
5.17.9 Taxes Other Than Income Taxes 33
5.17.10 Distribution Owners Who Are Not Distribution Providers 33
5.18 Tax Status 34
5.19 Modification 34
5.19.1 General 34
5.19.2 Standards 34
5.19.3 Modification Costs 34
Article 6. Testing and Inspection 35
6.1 Pre-Commercial Operation Date Testing and Modifications 35
6.2 Post-Commercial Operation Date Testing and Modifications 35
6.3 Right to Observe Testing 35
6.4 Right to Inspect 35
Article 7. Metering 35
7.1 General 36
7.2 Check Meters 36
7.3 Distribution Provider Retail Metering 36
Article 8. Communications 36
8.1 Interconnection Customer Obligations 36
8.2 Remote Terminal Unit 37
8.3 No Annexation 37
Article 9. Operations 37
9.1 General 37
9.2 Control Area Notification 37
9.3 Distribution Provider Obligations 37
9.5 Start-Up and Synchronization 38
9.6 Reactive Power 38
9.6.1 Power Factor Design Criteria 38
9.6.2 Voltage Schedules 38
9.6.3 Payment for Reactive Power 39
Page No. 3
9.7 Outages and Interruptions 39

9.7.1 Outages 39
9.7.2 Interruption of Service 40
9.7.3 Under-Frequency and Over Frequency Conditions 41
9.7.4 System Protection and Other Control Requirements 41
9.7.5 Requirements for Protection 42
9.7.6 Power Quality 43
9.8 Switching and Tagging Rules 43
9.9 Use of Interconnection Facilities by Third Parties 43
9.9.1 Purpose of Interconnection Facilities 43
9.9.2 Third Party Users 43
9.10 Disturbance Analysis Data Exchange 44
Article 10. Maintenance 44
10.1 Distribution Provider Obligations 44
10.3 Coordination 44
10.4 Secondary Systems 44
10.5 Operating and Maintenance Expenses 44
Article 11. Performance Obligation 44
11.1 Interconnection Customer Interconnection Facilities 44
11.2 Distribution Provider’s Interconnection Facilities 45
11.3 Network Upgrades and Distribution Upgrades 45
11.4 Transmission Credits 45
11.4.1 Repayment of Amounts Advanced for Network Upgrades 45
11.4.2 Special Provisions for Affected Systems 46
11.5 Provision of Interconnection Financial Security 46
Article 12. Invoice 46
12.1 General 46
12.2 Final Invoice 46
12.3 Payment 47
12.4 Disputes 47
Article 13. Emergencies 47
13.1 Definition 47
13.2 Obligations 47
13.3 Notice 47
13.4 Immediate Action 48
13.5 Distribution Provider Authority 48
13.5.1 General 48
13.5.2 Reduction and Disconnection 49
13.6 Interconnection Customer Authority 49
13.7 Limited Liability 49
Article 14. Regulatory Requirements and Governing Law 49
14.1 Regulatory Requirements 49
14.2 Governing Law 50
Article 15. Notices 50
15.1 General 50
Page No. 4
15.2 Billings and Payments 50

15.3 Alternative Forms of Notice 50
15.4 Operations and Maintenance Notice 50
Article 16. Uncontrollable Force 50
16.1 Uncontrollable Force 50
Article 17. Default 51
17.1 Default 51
17.1.1 General 51
17.1.2 Right to Terminate 51
Article 18. Indemnity, Consequential Damages and Insurance 51
18.1 Indemnity 51
18.1.1 Indemnified Person 52
18.1.2 Indemnifying Party 52
18.1.3 Indemnity Procedures 52
18.2 Consequential Damages 53
18.3 Insurance 53
Article 19. Assignment 55
19.1 Assignment 55
Article 20. Severability 55
20.1 Severability 55
Article 21. Comparability 55
21.1 Comparability 55
Article 22. Confidentiality 56
22.1 Confidentiality 56
22.1.1 Term 56
22.1.2 Scope 56
22.1.3 Release of Confidential Information 56
22.1.4 Rights 57
22.1.5 No Warranties 57
22.1.6 Standard of Care 57
22.1.7 Order of Disclosure 57
22.1.8 Termination of Agreement 57
22.1.9 Remedies 58
22.1.10 Disclosure to FERC, its Staff, or a State 58
Article 23. Environmental Releases 59
Article 24. Information Requirements 59
24.1 Information Acquisition 59
24.2 Information Submission by Distribution Provider 59
24.3 Updated Information Submission by Interconnection Customer 59
24.4 Information Supplementation 60
Article 25. Information Access and Audit Rights 60
25.1 Information Access 61
25.2 Reporting of Non-Uncontrollable Force Events 61
25.3 Audit Rights 61
25.4 Audit Rights Periods 61
25.4.1 Audit Rights Period for Construction-Related Accounts and Records 61
Page No. 5
25.4.2 Audit Rights Period for All Other Accounts and Records 61
25.5 Audit Results 62
Article 26. Subcontractors 62
26.1 General 62
26.2 Responsibility of Principal 62
26.3 No Limitation by Insurance 62
Article 27. Disputes 62
27.1 Submission 62
27.2 External Arbitration Procedures 63
27.3 Arbitration Decisions 63
27.4 Costs 63
Article 28. Representations, Warranties, and Covenants 63
28.1 General 63
28.1.1 Good Standing 63
28.1.2 Authority 64
28.1.3 No Conflict 64
28.1.4 Consent and Approval 64
Article 29. [Reserved] 64
Article 30. Miscellaneous 64
30.1 Binding Effect 64
30.2 Conflicts 64
30.3 Rules of Interpretation 64
30.4 Entire Agreement 65
30.5 No Third Party Beneficiaries 65
30.6 Waiver 65
30.7 Headings 65
30.8 Multiple Counterparts 65
30.9 Amendment 65
30.10 Modification by the Parties 66
30.11 Reservation of Rights 66
30.12 No Partnership 66
Appendix A — Interconnection Facilities, Network Upgrades and Distribution Upgrades
Appendix B — Milestones
Appendix C — Interconnection Details
Appendix D — Security Arrangements Details
Appendix E — Commercial Operation Date
Appendix F — Addresses for Delivery of Notices and Billings
Appendix G Interconnection Customer’s Proportional Share of Costs of Network

—
Upgrades for Applicable Project Group

Page No. 6
Appendix H — Interconnection Requirements For A Wind Generating Plant

Page No. 7
GENERATOR INTERCONNECTION AGREEMENT
THIS GENERATOR INTERCONNECTION AGREEMENT (“GIA” or

“Agreement”) is made and entered into this day of___________ 2012, by and between
Houweling Nurseries Oxnard, Inc., a corporation organized and existing under the laws of the
State/Commonwealth of California (“Interconnection Customer” with a Generating Facility), and
Southern California Edison Company, a corporation organized and existing under the laws of the
State of California (“Distribution Provider and/or Distribution Owner”). Interconnection
Customer and Distribution Provider each may be referred to as a “Party” or collectively as the
“Parties.”
Recitals
WHEREAS, Distribution Provider operates the Distribution System; and
WHEREAS, Interconnection Customer intends to own, lease and/or control and operate
the Generating Facility identified in Appendix C to this Agreement; and,
WHEREAS, Interconnection Customer and Distribution Provider have agreed to enter

into this Agreement for the purpose of interconnecting the Generating Facility with the
Distribution System;
NOW, THEREFORE, in consideration of and subject to the mutual covenants contained

herein, it is agreed:
When used in this Generator Interconnection Agreement, terms with initial capitalization
that are not defined in Article 1 shall have the meanings specified in the Article in which they are
used or the Tariff.
Article 1. Definitions
Adverse System Impact shall mean the negative effects due to technical or operational
limits on conductors or equipment being exceeded that may compromise the safety and
reliability of the electric system.
Affected System shall mean an electric system other than the Distribution Provider’s
Distribution System that may be affected by the proposed interconnection.
Affected System Operator shall mean the entity that operates an Affected System.
Affiliate shall mean, with respect to a corporation, partnership or other entity, each such
other corporation, partnership or other entity that directly or indirectly, through one or more
intermediaries, controls, is controlled by, or is under common control with, such corporation,
partnership or other entity.
Page No. 8
Ancillary Services shall mean those services that are necessary to support the
transmission of capacity and energy from resources to loads while maintaining reliable operation
of the Distribution Provider’s Distribution System in accordance with Good Utility Practice.
Applicable Laws and Regulations shall mean all duly promulgated applicable federal,
state and local laws, regulations, rules, ordinances, codes, decrees, judgments, directives, or
judicial or administrative orders, permits and other duly authorized actions of any Governmental
Authority.
Applicable Reliability Council shall mean the reliability council applicable to the
Distribution System to which the Generating Facility is directly interconnected.
Applicable Reliability Standards shall mean the requirements and guidelines of NERC,
the Applicable Reliability Council, and the Control Area of the Distribution System to which the
Generating Facility is directly interconnected, including the requirements pursuant to Section
215 of the Federal Power Act.
Base Case shall mean data including, but not limited to, base case power flow, short
circuit, and stability data bases, underlying load, generation, and transmission facility
assumptions, contingency lists, including relevant special protection systems, and transmission
diagrams used to perform Phase I Interconnection and Phase II Interconnection Studies. The
Base Case may include Critical Energy Infrastructure Infonnation (as that term is defined by
FERC). The Base Case shall include transmission facilities as approved by the Distribution
Provider or ISO, as applicable, and Distribution Upgrades and Network Upgrades associated
with generating facilities in (iv) below and generating facilities that (i) are directly
interconnected to the Distribution System or ISO Grid; (ii) are interconnected to Affected
Systems and may have an impact on the Interconnection Request; (iii) have a pending request to
interconnect to the Distribution System or an Affected System; or (iv) are not interconnected to
the Distribution System or ISO Grid, but are subject to a fully executed generator
interconnection agreement (or its equivalent predecessor agreement) or for which an unexecuted
generator interconnection agreement (or its equivalent predecessor agreement) has been
requested to be filed with FERC.
Breach shall mean the failure of a Party to perform or observe any material term or
condition of the GIA.
Breaching Party shall mean a Party that is in Breach of the GIA.
Business Day shall mean Monday through Friday, excluding Federal Holidays.
Calendar Day shall mean any day including Saturday, Sunday or a Federal Holiday.
Commercial Operation shall mean the status of a Generating Facility that has
commenced generating electricity for sale, excluding electricity generated during Trial
Operation.
Page No. 9
Commercial Operation Date of an Electric Generating Unit shall mean the date on
which an Electric Generating Unit at a Generating Facility commences Commercial Operation as
agreed to by the Parties pursuant to Appendix E to the GIA.
Confidential Information shall mean any confidential, proprietary or trade secret

information of a plan, specification, pattern, procedure, design, device, list, concept, policy or
compilation relating to the present or planned business of a Party, which is designated as
confidential by the Party supplying the infonnation, whether conveyed orally, electronically, in
writing, through inspection, or otherwise.
Construction Activities shall mean actions by the Distribution Provider that result in
irrevocable financial commitments for the purchase of major electrical equipment or land for
Distribution Provider’s Interconnection Facilities, Distribution Upgrades, or Network Upgrades
assigned to the Interconnection Customer that occur after receipt of all appropriate governmental
approvals needed for the Distribution Provider’s Interconnection Facilities, Distribution
Upgrades, or Network Upgrades.
Control Area shall mean an electrical system or systems bounded by interconnection

metering and telemetry, capable of controlling generation to maintain its interchange schedule
with other Control Areas and contributing to frequency regulation of the interconnection. A
Control Area must be certified by the Applicable Reliability Council.
Default shall mean the failure of a Breaching Party to cure its Breach in accordance with
Article 17 of the GIA.
Delivery Network Upgrades shall mean the transmission facilities at or beyond the point
where the Distribution Provider’s Distribution System interconnects to the ISO Grid, other than
Reliability Network Upgrades, identified in the Interconnection Studies to relieve constraints on
the ISO Grid.
Dispute Resolution shall mean the procedure for resolution of a dispute between the
Parties in which they will first attempt to resolve the dispute on an informal basis.
Distribution Owner shall mean an entity that owns, leases or otherwise possesses an
interest in the portion of the Distribution System at the Point of Interconnection and may be a
Party to the GIA to the extent necessary.
Distribution Provider shall mean the public utility (or its designated agent) that owns,
controls, or operates transmission or distribution facilities used for the transmission of electricity
in interstate commerce and provides transmission service under the Tariff. The term Distribution
Provider should be read to include the Distribution Owner when the Distribution Owner is
separate from the Distribution Provider.
Distribution Provider’s Interconnection Facilities shall mean all facilities and

equipment owned, controlled or operated by the Distribution Provider from the Point of Change
Page No. 10
of Ownership to the Point of Interconnection as identified in Appendix A to the GIA, including

any modifications, additions or upgrades to such facilities and equipment. Distribution
Provider’s Interconnection Facilities are sole use facilities and shall not include Distribution
Upgrades, Stand Alone Network Upgrades or Network Upgrades.
Distribution Service shall mean the wholesale distribution service provided under the
Tariff.
Distribution System shall mean those non-ISO transmission and distribution facilities
owned, controlled and operated by the Distribution Provider that are used to provide Distribution
Service under the Tariff, which facilities and equipment are used to transmit electricity to
ultimate usage points such as homes and industries directly from nearby generators or from
interchanges with higher voltage transmission networks which transport bulk power over longer
distances. The voltage levels at which distribution systems operate differ among areas.
Distribution Upgrades shall mean the additions, modifications, and upgrades to the
Distribution Provider’s Distribution System at or beyond the Point of Interconnection to facilitate
interconnection of the Generating Facility and render the transmission service necessary to effect
Interconnection Customer’s wholesale sale of electricity in interstate commerce. Distribution
Upgrades do not include Interconnection Facilities.
Effective Date shall mean the date on which the GIA becomes effective upon execution
by the Parties subject to acceptance by FERC, or if filed unexecuted, upon the date specified by
FERC.
Electric Generating Unit shall mean an individual electric generator and its associated
plant and apparatus whose electrical output is capable of being separately identified and metered.
Emergency Condition shall mean a condition or situation: (1) that in the judgment of the
Party making the claim is imminently likely to endanger life or property; or (2) that, in the case
of a Distribution Provider, is imminently likely (as determined in a non-discriminatory manner)
to cause a material adverse effect on the security of, or damage to Distribution Provider’s
Distribution System, Distribution Provider’s Interconnection Facilities or the electric systems of
others to which the Distribution Provider’s Distribution System is directly connected; or (3) that,
in the case of Interconnection Customer, is imminently likely (as determined in a non
discriminatory manner) to cause a material adverse effect on the security of, or damage to, the
Generating Facility or Interconnection Customer’s Interconnection Facilities. System restoration
and black start shall be considered Emergency Conditions; provided, that Interconnection
Customer is not obligated by the GIA to possess black start capability.
Engineering & Procurement (E&P) Agreement shall mean an agreement that

authorizes the Distribution Provider to begin engineering and procurement of long lead-time
items necessary for the establishment of the interconnection in order to advance the
implementation of the Interconnection Request.
Page No.11
Environmental Law shall mean Applicable Laws or Regulations relating to pollution or

protection of the environment or natural resources.
Federal Power Act shall mean the Federal Power Act, as amended, 16 U.S.C. §S 791a et
FERC shall mean the Federal Energy Regulatory Commission (Commission) or its
successor.
Full Capacity Deliverability Status shall mean the condition whereby a Generating
Facility interconnected with the Distribution System, under coincident iso control Area peak
demand and a variety of severely stressed system conditions, can deliver the Generating
Facility’s full output to the aggregate of load on the ISO Grid, consistent with the ISO’s
reliability criteria and procedures and the ISO’s On-Peak Deliverability Assessment as set forth
in Section 4.5.4.2.1 of the GIP.
Generating Facility shall mean Interconnection Customer’s Electric Generating Unit(s)

used for the production of electricity identified in the Interconnection Request, but shall not
include the Interconnection Customer’s Interconnection Facilities.
Generating Facility Capacity shall mean the net capacity of the Generating Facility and
the aggregate net capacity of the Generating Facility where it includes multiple Electric
Generating Units.
Generator Interconnection Agreement (GIA) shall mean the form of interconnection

agreement applicable to an Interconnection Request pertaining to a Generating Facility processed
pursuant to the Independent Study Process of the Generator Interconnection Procedures, apro
forma version of which is set forth in Appendix 6 to the GIP.
Generator Interconnection Procedures (GIP) shall mean the interconnection

procedures applicable to an Interconnection Request pertaining to a Generating Facility set forth
in Attachment I of the Distribution Provider’s Tariff
Good Utility Practice shall mean any of the practices, methods and acts engaged in or
approved by a significant portion of the electric industry during the relevant time period, or any
of the practices, methods and acts which, in the exercise of reasonable judgment in light of the
facts known at the time the decision was made, could have been expected to accomplish the
desired result at a reasonable cost consistent with good business practices, reliability, safety and
expedition. Good Utility Practice is not intended to be limited to the optimum practice, method,
or act to the exclusion of all others, but rather to be acceptable practices, methods, or acts
generally accepted in the region.
Governmental Authority shall mean any federal, state, local or other govermnental
regulatory or administrative agency, court, commission, department, board, or other
governmental subdivision, legislature, rulemaking board, tribunal, or other governmental
authority having jurisdiction over the Parties, their respective facilities, or the respective services
Page No. 12
they provide, and exercising or entitled to exercise any administrative, executive, police, or
taxing authority or power; provided, however, that such term does not include Interconnection
Customer, Distribution Provider, or any Affiliate thereof.
Hazardous Substances shall mean any chemicals, materials or substances defined as or

included in the definition of “hazardous substances,” “hazardous wastes,” “hazardous materials,”
“hazardous constituents,” “restricted hazardous materials,” “extremely hazardous substances,”
“toxic substances,” “radioactive substances,” “contaminants,” “pollutants,” “toxic pollutants” or
words of similar meaning and regulatory effect under any applicable Enviromental Law, or any
other chemical, material or substance, exposure to which is prohibited, limited or regulated by
any applicable Environmental Law.
Independent Study Process shall mean the interconnection study process set forth in
GIP Section 5.
Independent Study Process Study Agreement shall mean the agreement between the
Distribution Customer and the Interconnection Customer for conducting the Interconnection
Studies for a proposed Generating Facility under the Independent Study Process, aprofornia
version of which is set forth in Appendix 4 of the GIP.
Initial Synchronization Date shall mean the date upon which the Generating Facility is
initially synchronized and upon which Trial Operation begins.
In-Service Date shall mean the date upon which the Interconnection Customer
reasonably expects it will be ready to begin use of the Distribution Provider’s Interconnection
Facilities to obtain back feed power.
Interconnection Customer shall mean any entity, including the Distribution Provider,
Distribution Owner or any of the Affiliates or subsidiaries of either, that proposes to interconnect
its Generating Facility with the Distribution Provider’s Distribution System.
Interconnection Customer’s Interconnection Facilities shall mean all facilities and

equipment, as identified in Appendix A of the GIA, that are located between the Generating
Facility and the Point of Change of Ownership, including any modification, addition, or upgrades
to such facilities and equipment necessary to physically and electrically interconnect the
Generating Facility to the Distribution Provider’s Distribution System. Interconnection
Customer’s Interconnection Facilities are sole use facilities.
Interconnection Facilities shall mean the Distribution Provider’s Interconnection

Facilities and the Interconnection Customer’s Interconnection Facilities. Collectively,
Interconnection Facilities include all facilities and equipment between the Generating Facility
and the Point of Interconnection, including any modification, additions or upgrades that are
necessary to physically and electrically interconnect the Generating Facility to the Distribution
Provider’s Distribution System. Interconnection Facilities are sole use facilities and shall not
include Distribution Upgrades, Stand Alone Network Upgrades or Network Upgrades.
Page No.13
Interconnection Facilities Study shall mean a study conducted by the Distribution

Provider for an Interconnection Customer under the Independent Study Process to determine a
list of facilities (including Distribution Provider’s Interconnection Facilities, Distribution
Upgrades, and Network Upgrades as identified in the Interconnection System Impact Study), the
cost of those facilities, and the time required to interconnect the Generating Facility with the
Distribution Provider’s Distribution System. The scope of the study is defined in GIP Section
5.8.2.1.
Interconnection Financial Security shall have the meaning assigned to it in Section 5.9
of the GIP.
Interconnection Handbook shall mean a handbook, developed by the Distribution

Provider and posted on the Distribution Provider’s website or otherwise made available by the
Distribution Provider, describing the technical and operational requirements for wholesale
generators and loads connected to the Distribution System, as such handbook may be modified
or superseded from time to time. Distribution Provider’s standards contained in the
Interconnection Handbook shall be deemed consistent with Good Utility Practice and Applicable
Reliability Standards. In the event of a conflict between the terms of this GIA and the tenns of
the Distribution Provider’s Interconnection Handbook, the tenris in this GIA shall govern.
Interconnection Request shall mean an Interconnection Customer’s request, in the form

of Appendix 1 to the GIP, in accordance with the Tariff, to interconnect a new Generating
Facility, or to increase the capacity of, or make a Material Modification to the operating
characteristics of, an existing Generating Facility that is interconnected with the Distribution
Provider’s Distribution System.
Interconnection Service shall mean the service provided by the Distribution Provider
associated with interconnecting the Interconnection Customer’s Generating Facility to the
Distribution Provider’s Distribution System and enabling it to receive electric energy and
capacity from the Generating Facility at the Point of Interconnection, pursuant to the tenris of the
GIA and, if applicable, the Distribution Provider’s Tariff.
Interconnection Study shall mean any of the following studies: the Interconnection
System Impact Study and the Interconnection Facilities Study described in Section 5.8.1 and
Section 5.8.2 of the GIP.
Interconnection System Impact Study shall mean an engineering study conducted by

the Distribution Provider for an Interconnection Customer under the Independent Study Process
that evaluates the impact of the proposed interconnection on the safety and reliability of
Distribution Provider’s Distribution System and, if applicable, an Affected System. The scope of
the study is defined in GIP Section 5.8.1.1.
IRS shall mean the Internal Revenue Service.

Page No. 14
ISO shall mean the California Independent System Operator Corporation, a state-
chartered, nonprofit, corporation that controls certain transmission facilities of all Participating
Transmission Owners and dispatches certain generating units and loads.
ISO Grid shall mean the system of transmission lines and associated facilities of the
Participating Transmission Owners that have been placed under the ISO’s Operational Control.
ISO Tariff shall mean the California Independent System Operator Corporation
Operating Agreement and Tariff, dated March 31, 1997, as it may be modified from time to time,
and accepted by the FERC.
ISO’s Generator Interconnection Procedures (ISO Tariff GIP) shall mean the
procedures included in Appendix Y of the ISO Tariff to interconnect a Generating Facility
directly to the ISO Grid, as such procedures may be modified from time to time, and accepted by
the Commission.
Loss shall mean any and all losses 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, arising out of or resulting from the other Party’s
performance, or non-performance of its obligations under the GIA on behalf of the indemnifying
Party, except in cases of gross negligence or intentional wrongdoing by the indemnifying Party.
Material Modification shall mean those modifications that have a material impact on the
cost or timing of any Interconnection Request with a later queue priority date.
Metering Equipment shall mean all metering equipment installed or to be installed at

the Generating Facility pursuant to the GIA at the metering points, including but not limited to
instrument transformers, MWh-meters, data acquisition equipment, transducers, remote terminal
unit, communications equipment, phone lines, and fiber optics.
NERC shall mean the North American Electric Reliability Council or its successor
organization.
Network Upgrades shall mean Delivery Network Upgrades and Reliability Network
Upgrades.
Notice of Dispute shall mean a written notice of a dispute or claim that arises out of or in
connection with the GIA or its performance.
Off-Peak Deliverability Assessment shall mean the technical study performed under
Section 4.5.4.2.2 of the GIP.
On-Peak Deliverability Assessment shall mean the technical study performed under
Section 4.5.4.2.1 of the GIP.
Page No. 15
Operational Control shall mean the rights of the ISO under the Transmission Control
Agreement and the ISO Tariff to direct the parties to the Transmission Control Agreement how
to operate their transmission lines and facilities and other electric plant affecting the reliability of
those lines and facilities for the purpose of affording comparable non-discriminatory
transmission access and meeting applicable reliability criteria.
Participating Transmission Owner shall mean an entity which (i) owns, operates, and
maintains transmission lines and associated facilities and/or has entitlements to use certain
transmission lines and associated facilities and (ii) has transferred to the ISO operational control
of such facilities and/or entitlements to be made part of the ISO Grid.
Party or Parties shall mean Distribution Provider, Distribution Owner, Interconnection

Customer or any combination of the above.
Point of Change of Ownership shall mean the point, as set forth in Appendix A to the
GIA, where the Interconnection Customer’s Interconnection Facilities connect to the Distribution
Provider’s Interconnection Facilities.
Point of Interconnection shall mean the point, as set forth in Appendix A to the GIA,
where the Interconnection Facilities connect to the Distribution Provider’s Distribution System.
Pre-Construction Activities shall mean the actions by the Distribution Provider, other
than those required by an Engineering and Procurement Agreement under Section 8 of the GIP,
undertaken prior to Construction Activities in order to prepare for the construction of the
Distribution Provider’s Interconnection Facilities, Distribution Upgrades, or Network Upgrades
assigned to the Interconnection Customer, including, but not limited to, preliminary engineering,
permitting activities, environmental analysis, or other activities specifically needed to obtain
governmental approvals for the Distribution Provider’s Interconnection Facilities, Distribution
Upgrades, or Network Upgrades.
Reasonable Efforts shall mean, with respect to an action required to be attempted or

taken by a Party under the GIA, efforts that are timely and consistent with Good Utility Practice
and are otherwise substantially equivalent to those a Party would use to protect its own interests.
Reliability Network Upgrades shall mean the transmission facilities at or beyond the
point where the Distribution Provider’s Distribution System interconnects to the ISO Grid,
necessary to interconnect one or more Generating Facility(ies) safely and reliably to the ISO
Grid, which would not have been necessary but for the interconnection of one or more
Generating Facility(ies), including Network Upgrades necessary to remedy short circuit or
stability problems, or thermal overloads. Reliability Network Upgrades shall only be deemed
necessary for thermal overloads, occurring under any system condition, where such thennal
overloads cannot be adequately mitigated through the ISO’s congestion management, operating
procedures, or special protection systems based on the characteristics of the Generating Facilities
included in the interconnection Studies, limitations on market models, systems, or infonnation,
or other factors specifically identified in the Interconnection Studies. Reliability Network
Upgrades also include, consistent with the Applicable Reliability Council’s practice and
Applicable Reliability Standards, the facilities necessary to mitigate any adverse impact the
Page No. 16
Generating Facility’s interconnection may have on a path’s Applicable Reliability Council

rating.
Results Meeting shall mean the meetings among the Distribution Provider, the
Interconnection Customer, and, if applicable, the ISO to discuss either the results of the
Interconnection System Impact Study as set forth in Section 5.8.1.3 of the GIP or the results of
the Interconnection Facilities Study as set forth in Section 5.8.2.4 of the GIP.
Scoping Meeting shall mean the meeting between representatives of the Interconnection
Customer and Distribution Provider, and if applicable, the ISO, conducted for the purpose of
discussing alternative interconnection options, to exchange information including any
transmission data and earlier study evaluations that would be reasonably expected to impact such
interconnection options, to analyze such information, and to determine the potential feasible
Points of Interconnection.
Site Exclusivity shall mean documentation reasonably demonstrating: (1) For private
land: (a) Ownership of, a leasehold interest in, or a right to develop property upon which the
Generating Facility will be located consisting of a minimum of 50% of the acreage reasonably
necessary to accommodate the Generating Facility; or (b) an option to purchase or acquire a
leasehold interest in property upon which the Generating Facility will be located consisting of a
minimum of 50% of the acreage reasonably necessary to accommodate the Generating Facility.
(2) For Public land, including that controlled or managed by any federal, state or local agency, a
final, non-appealable permit, license, or other right to use the property for the purpose of
generating electric power and in acreage reasonably necessary to accommodate the Generating
Facility, which exclusive right to use public land under the management of the federal Bureau of
Land Management shall be in a form specified by the Bureau of Land Management.
Stand Alone Network Upgrades shall mean Network Upgrades that an Interconnection
Customer may construct without affecting day-to-day operations of the Transmission System
during their construction. Both the Distribution Provider and the Interconnection Customer must
agree as to what constitutes Stand Alone Network Upgrades and identify them in Appendix A to
the GIA.
System Protection Facilities shall mean the equipment, including necessary protection
signal communications equipment, required to protect (1) the Distribution Provider’s Distribution
System, the ISO Controlled Grid, and Affected Systems from faults or other electrical
disturbances occurring at the Generating Facility and (2) the Generating Facility from faults or
other electrical system disturbances occurring on the Distribution Provider’s Distribution System,
the ISO Controlled Grid or on other delivery systems or other generating systems to which the
Distribution Provider’s Distribution System and Transmission System is directly connected.
Tariff shall mean the Wholesale Distribution Access Tariff, the Distribution Provider’s
Tariff through which open access transmission service and Interconnection Service are offered,
as filed with FERC, and as amended or supplemented from time to time, or any successor tariff.
Transmission Control Agreement shall mean ISO FERC Electric Tariff No. 7.
Page No. 17
Transmission System shall mean those transmission facilities owned by the Distribution
Provider that have been placed under the ISO’s Operational Control and are part of the ISO Grid.
Trial Operation shall mean the period during which Interconnection Customer is
engaged in on-site test operations and commissioning of the Generating Facility prior to
Commercial Operation.
Uncontrollable Force shall mean any act of God, labor disturbance, act of the public
enemy, war, insurrection, riot, fire, storm, flood, earthquake, explosion, breakage or accident to
machinery or equipment, any curtailment, order, regulation or restriction imposed by
goverrnnental, military or lawfully established civilian authorities, or any other cause beyond the
reasonable control of the Distribution Provider or Interconnection Customer which could not be
avoided through the exercise of Good Utility Practice. An Uncontrollable Force event does not
include acts of negligence or intentional wrongdoing by the Party claiming Uncontrollable Force.
Article 2. Effective Date, Term, and Termination
2.1 Effective Date. This GIA shall become effective upon execution by the Parties subject
to acceptance by FERC (if applicable), or if filed unexecuted, upon the date specified by
FERC. Distribution Provider shall promptly file this GIA with FERC upon execution in
accordance with Article 3.1, if required.
2.2 Term of Agreement. Subject to the provisions of Article 2.3, this GIA shall remain in
effect for a period of twenty-five (25) years from the Effective Date and shall be
automatically renewed for each successive one-year period thereafter
2.3 Termination Procedures.
2.3.1 Written Notice. This GIA may be terminated by Interconnection Customer after
giving Distribution Provider ninety (90) Calendar Days advance written notice, or
by Distribution Provider notifying FERC after the Generating Facility
permanently ceases Commercial Operation.
2.3.2 Default. Either Party may terminate this GIA in accordance with Article 17.
2.3.3 Suspension of Work. This GIA may be deemed terminated in accordance with
Article 5.16.
2.3.4 Notwithstanding Articles 2.3.1 and 2.3.2, and 2.3.3, no termination shall become
effective until the Parties have complied with all Applicable Laws and
Regulations applicable to such termination, including the filing with FERC of a
notice of termination of this GIA, which notice has been accepted for filing by
FERC, and the Interconnection Customer has fulfilled its termination cost
obligations under Article 2.4.
Page No. 18
2.4 Termination Costs. If a Party elects to terminate this Agreement pursuant to Article 2.3
above, each Party shall pay all costs incurred (including any cancellation costs relating to orders
or contracts for Interconnection Facilities and equipment) or charges assessed by the other Party,
as of the date of the other Party’s receipt of such notice of termination, that are the responsibility
of the Terminating Party under this GIA. In the event of termination by a Party, the Parties shall
use commercially Reasonable Efforts to mitigate the costs, damages and charges arising as a
consequence of termination. Upon termination of this GIA, unless otherwise ordered or
approved by FERC:
2.4.1 With respect to any portion of Distribution Provider’s Interconnection Facilities

that have not yet been constructed or installed, Distribution Provider shall to the
extent possible and with Interconnection Customer’s authorization cancel any
pending orders of, or return, any materials or equipment for, or contracts for
construction of, such facilities; provided that in the event Interconnection
Customer elects not to authorize such cancellation, Interconnection Customer
shall assume all payment obligations with respect to such materials, equipment,
and contracts, and Distribution Provider shall deliver such material and
equipment, and, if necessary, assign such contracts, to Interconnection Customer
as soon as practicable, at Interconnection Customer’s expense. To the extent that
Interconnection Customer has already paid Distribution Provider for any or all
such costs of materials or equipment not taken by Interconnection Customer,
Distribution Provider shall promptly refund such amounts to Interconnection
Customer, less any costs, including penalties incurred by Distribution Provider to
cancel any pending orders of or return such materials, equipment, or contracts.
If an Interconnection Customer tenninates this GIA, it shall be responsible for all

costs incurred in association with that Interconnection Customer’s
interconnection, including any cancellation costs relating to orders or contracts for
Interconnection Facilities and equipment, and other expenses including any
Distribution Upgrades and Network Upgrades for which Distribution Provider has
incurred expenses and has not been reimbursed by Interconnection Customer.
2.4.2 Distribution Provider may, at its option, retain any portion of such materials,
equipment, or facilities that Interconnection Customer chooses not to accept
delivery of, in which case Distribution Provider shall be responsible for all costs
associated with procuring such materials, equipment, or facilities.
2.4.3 With respect to any portion of the Interconnection Facilities, and any other
facilities already installed or constructed pursuant to the terms of this GIA,
Interconnection Customer shall be responsible for all costs associated with the
removal, relocation or other disposition or retirement of such materials,
equipment, or facilities.
2.5 Disconnection. Upon termination of this GIA, the Parties will take all appropriate steps
to disconnect the Generating Facility from the Distribution System. All costs required to
effectuate such disconnection shall be borne by the terminating Party, unless such
Page No. 19
termination resulted from the non-terminating Party’s Default of this GIA or such non-
terminating Party otherwise is responsible for these costs under this GIA.
2.6 Survival. This GIA shall continue in effect after termination to the extent necessary to
provide for final billings and payments and for costs incurred hereunder, including
billings and payments pursuant to this GIA; to permit the detennination and enforcement
of liability and indemnification obligations arising from acts or events that occurred while
this GIA was in effect; and to permit each Party to have access to the lands of the other
Party pursuant to this GIA or other applicable agreements, to disconnect, remove or
salvage its own facilities and equipment.
Article 3. Regulatory Filings
3.1 Filing. Distribution Provider shall file this GIA (and any amendment hereto) with the
appropriate Governmental Authority, if required. Interconnection Customer may request
that any information so provided be subject to the confidentiality provisions of Article 22.
If Interconnection Customer has executed this GIA, or any amendment thereto,
Interconnection Customer shall reasonably cooperate with Distribution Provider with
respect to such filing and to provide any information reasonably requested by
Distribution Provider needed to comply with applicable regulatory requirements.
Article 4. Scope of Service
4.1 Interconnection Service. Interconnection Service allows Interconnection Customer to

connect the Generating Facility to the Distribution System and be eligible to deliver the
Generating Facility’s output using the capacity of the Distribution System to the ISO
Grid. To the extent Interconnection Customer wants to receive Interconnection Service,
Distribution Provider shall construct facilities identified in Appendices A and C that the
Distribution Provider is responsible to construct.
4.1.1 Distribution Service Implications. Interconnection Customer will be eligible to

inject power from the Generating Facility into Distribution Provider’s
Distribution System pursuant to the Tariff. The Interconnection Customer may
not deliver power over the Distribution Provider’s Distribution System absent
procuring Distribution Service. The Interconnection Customer must apply for
Distribution Service pursuant to Section 15.2 of the Tariff and meet the conditions
specified in Section 14 of the Tariff to be eligible for Distribution Service.
4.1.2 Transmission Service Implications. Interconnection Service does not

necessarily provide Interconnection Customer with the capability to physically
deliver the output of its Generating Facility to any particular load on the ISO Grid
without incurring congestion costs. In the event of transmission constraints on the
ISO Grid, Interconnection Customer’s Generating Facility shall be subject to the
applicable congestion management procedures in the ISO Tariff in the same
manner as all other resources. The Interconnection Customer shall be solely
Page No. 20
responsible for completing all of the necessary arrangements required under the
ISO Tariff to be eligible to schedule the output of its resource.
4.2 Provision of Service. Distribution Provider shall provide Interconnection Service for the
Generating Facility at the Point of Interconnection.
4.3 Performance Standards. Each Party shall perform all of its obligations under this GIA
in accordance with Applicable Laws and Regulations, Applicable Reliability Standards,
and Good Utility Practice, and to the extent a Party is required or prevented or limited in
taking any action by such regulations and standards, such Party shall not be deemed to be
in Breach of this GIA for its compliance therewith. If such Party is a Distribution
Provider or Distribution Owner, then that Party shall amend the GIA and submit the
amendment to FERC for approval.
4.4 No Distribution Service or Transmission Service. The execution of this GIA does not
constitute a request for, nor the provision of, Distribution Service under the Tariff or any
transmission service under the ISO Tariff.
4.5 Interconnection Customer Provided Services. The services provided by

Interconnection Customer under this GIA are set forth in Article 9.6 and Article 13.5.1.
Interconnection Customer shall be paid for such services in accordance with Article 11.6.
Article 5. Interconnection Facilities Engineering, Procurement, and Construction
5.1 Options. Unless otherwise mutually agreed to between the Parties, Interconnection
Customer shall select the In-Service Date, Initial Synchronization Date, and Commercial
Operation Date; and either Standard Option or Alternate Option set forth below for
completion of Distribution Provider’s Interconnection Facilities, Distribution Upgrades,
and Network Upgrades as set forth in Appendix A, Interconnection Facilities,
Distribution Upgrades, and Network Upgrades, and such dates and selected option shall
be set forth in Appendix B, Milestones.
5.1.1 Standard Option. Distribution Provider shall design, procure, and construct
Distribution Provider’s Interconnection Facilities, Distribution Upgrades, and
Network Upgrades, using Reasonable Efforts to complete Distribution Provider’s
Interconnection Facilities, Distribution Upgrades, and Network Upgrades by the
dates set forth in Appendix B, Milestones. Distribution Provider shall not be
required to undertake any action which is inconsistent with its standard safety
practices, its material and equipment specifications, its design criteria and
construction procedures, its labor agreements, and Applicable Laws and
Regulations. In the event Distribution Provider reasonably expects that it will not
be able to complete Distribution Provider’s Interconnection Facilities, Distribution
Upgrades, and Network Upgrades by the specified dates, Distribution Provider
shall promptly provide written notice to Interconnection Customer and shall
undertake Reasonable Efforts to meet the earliest dates thereafter.
Page No. 21
5.1.2 Alternate Option. If the dates designated by Interconnection Customer are

acceptable to Distribution Provider, Distribution Provider shall so notify
Interconnection Customer within thirty (30) Calendar Days, and shall assume
responsibility for the design, procurement and construction of Distribution
Provider’s Interconnection Facilities and Distribution Upgrades by the designated
dates.
If Distribution Provider subsequently fails to complete Distribution Provider’s

Interconnection Facilities and Distribution Upgrades by the In-Service Date, to
the extent necessary to provide back feed power; or fails to complete Network
Upgrades by the Initial Synchronization Date to the extent necessary to allow for
Trial Operation at full power output, unless other arrangements are made by the
Parties for such Trial Operation; or fails to complete the Network Upgrades by the
Commercial Operation Date, as such dates are reflected in Appendix B,
Milestones; Distribution Provider shall pay Interconnection Customer liquidated
damages in accordance with Article 5.3, Liquidated Damages, provided, however,
the dates designated by Interconnection Customer shall be extended day for day
for each day that the ISO refuses to grant clearances to install equipment.
5.1.3 Option to Build. If the dates designated by Interconnection Customer are not
acceptable to Distribution Provider, Distribution Provider shall so notify
Interconnection Customer within thirty (30) Calendar Days, and unless the Parties
agree otherwise, Interconnection Customer shall have the option to assume
responsibility for the design, procurement and construction of Distribution
Provider’s Interconnection Facilities and Stand Alone Network Upgrades on the
dates specified in Article 5.1.2. Distribution Provider and Interconnection
Customer must agree as to what constitutes Stand Alone Network Upgrades and
identify such Stand Alone Network Upgrades in Appendix A. Except for Stand
Alone Network Upgrades, Interconnection Customer shall have no right to
construct Network Upgrades under this option.
5.1.4 Negotiated Option. If Interconnection Customer elects not to exercise its option
under Article 5.1.3, Option to Build, Interconnection Customer shall so notif,’
Distribution Provider within thirty (30) Calendar Days, and the Parties shall in
good faith attempt to negotiate terms and conditions (including revision of the
specified dates and liquidated damages, the provision of incentives or the
procurement and construction of a portion of Distribution Provider’s
Interconnection Facilities and Stand Alone Network Upgrades by Interconnection
Customer) pursuant to which Distribution Provider is responsible for the design,
procurement and construction of Distribution Provider’s Interconnection
Facilities, Distribution Upgrades, and Network Upgrades. If the Parties are
unable to reach agreement on such terms and conditions, Distribution Provider
shall assume responsibility for the design, procurement and construction of
Distribution Provider’s Interconnection Facilities, Distribution Upgrades, and
Network Upgrades pursuant to 5.1.1, Standard Option.
Page No. 22
5.2 General Conditions Applicable to Option to Build. If Interconnection Customer

assumes responsibility for the design, procurement and construction of Distribution
Provider’s Interconnection Facilities and Stand Alone Network Upgrades,
(1) Interconnection Customer shall engineer, procure equipment, and construct

Distribution Provider’s Interconnection Facilities and Stand Alone Network
Upgrades (or portions thereof) using Good Utility Practice and using standards
and specifications provided in advance by Distribution Provider;
(2) Interconnection Customer’s engineering, procurement and construction of

Upgrades shall comply with all requirements of law to which Distribution
Provider would be subject in the engineering, procurement or construction of
Upgrades;
(3) Distribution Provider shall review and approve the engineering design,
equipment acceptance tests, and the construction of Distribution Provider’s
Interconnection Facilities and Stand Alone Network Upgrades;
(4) prior to commencement of construction, Interconnection Customer shall

provide to Distribution Provider a schedule for construction of Distribution
Provider’s Interconnection Facilities and Stand Alone Network Upgrades, and
shall promptly respond to requests for information from Distribution Provider;
(5) at any time during construction, Distribution Provider shall have the right to
gain unrestricted access to Distribution Provider’s Interconnection Facilities and
Stand Alone Network Upgrades and to conduct inspections of the same;
(6) at any time during construction, should any phase of the engineering,
equipment procurement, or construction of Distribution Provider’s
Interconnection Facilities and Stand Alone Network Upgrades not meet the
standards and specifications provided by Distribution Provider, Interconnection
Customer shall be obligated to remedy deficiencies in that portion of Distribution
Provider’s Interconnection Facilities and Stand Alone Network Upgrades;
(7) Interconnection Customer shall indemnify Distribution Provider for claims

arising from Interconnection Customer’s construction of Distribution Provider’s
Interconnection Facilities and Stand Alone Network Upgrades under the terms
and procedures applicable to Article 18.1 Indemnity;
(8) Interconnection Customer shall transfer control of Distribution Provider’s

Interconnection Facilities to the Distribution Provider and shall transfer
Operational Control of Stand Alone Network Upgrades to the ISO;
Page No. 23
(9) Unless Parties otherwise agree, Interconnection Customer shall transfer

ownership of Distribution Provider’s Interconnection Facilities and Stand-Alone
Network Upgrades to Distribution Provider;
(10) Distribution Provider shall approve and accept for operation and maintenance
Upgrades to the extent engineered, procured, and constructed in accordance with
this Article 5.2; and
(11) Interconnection Customer shall deliver to Distribution Provider “as-built”

drawings, information, and any other documents that are reasonably required by
Distribution Provider to assure that the Interconnection Facilities and Stand-Alone
Network Upgrades are built to the standards and specifications required by
Distribution Provider.
5.3 Liquidated Damages. The actual damages to Interconnection Customer, in the event
Distribution Provider’s Interconnection Facilities, Distribution Upgrades, or Network
Upgrades are not completed by the dates designated by Interconnection Customer and
accepted by Distribution Provider pursuant to subparagraphs 5.1.2 or 5.1.4, above, may
include Interconnection Customer’s fixed operation and maintenance costs and lost
opportunity costs. Such actual damages are uncertain and impossible to determine at this
time. Because of such uncertainty, any liquidated damages paid by Distribution Provider
to Interconnection Customer in the event that Distribution Provider does not complete
any portion of Distribution Provider’s Interconnection Facilities, Distribution Upgrades,
or Network Upgrades by the applicable dates, shall be an amount equal to Y2 of 1 percent
per day of the actual cost of Distribution Provider’s Interconnection Facilities,
Distribution Upgrades, and Network Upgrades, in the aggregate, for which Distribution
Provider has assumed responsibility to design, procure and construct.
However, in no event shall the total liquidated damages exceed 20 percent of the actual
cost of Distribution Provider’s Interconnection Facilities, Distribution Upgrades, and
Network Upgrades for which Distribution Provider has assumed responsibility to design,
procure, and construct. The foregoing payments will be made by Distribution Provider to
Interconnection Customer as just compensation for the damages caused to
Interconnection Customer, which actual damages are uncertain and impossible to
determine at this time, and as reasonable liquidated damages, but not as a penalty or a
method to secure performance of this GIA. Liquidated damages, when the Parties agree
to them, are the exclusive remedy for the Distribution Provider’s failure to meet its
schedule.
No liquidated damages shall be paid to Interconnection Customer if: (1) Interconnection

Customer is not ready to commence use of Distribution Provider’s Interconnection
Facilities, Distribution Upgrades, or Network Upgrades to take the delivery of power for
the Generating Facility’s Trial Operation or to export power from the Generating Facility
on the specified dates, unless Interconnection Customer would have been able to
commence use of Distribution Provider’s Interconnection Facilities, Distribution
Page No. 24
Upgrades, or Network Upgrades to take the delivery of power for Generating Facility’s
Trial Operation or to export power from the Generating Facility, but for Distribution
Provider’s delay; (2) Distribution Provider’s failure to meet the specified dates is the
result of the action or inaction of Interconnection Customer or any other Interconnection
Customer who has entered into a GIA with Distribution Provider, action or inaction by
the ISO, or any cause beyond Distribution Provider’s reasonable control or reasonable
ability to cure; (3) the Interconnection Customer has assumed responsibility for the
design, procurement and construction of Distribution Provider’s Interconnection Facilities
and Stand Alone Network Upgrades; or (4) the Parties have otherwise agreed.
5.4 Power System Stabilizers. The Interconnection Customer shall procure, install,
maintain and operate Power System Stabilizers in accordance with Applicable Reliability
Standards, the guidelines and procedures established by the Applicable Reliability
Council, and in accordance with the provisions of Section 4.6.5.1 of the ISO Tariff.
Distribution Provider reserves the right to reasonably establish minimum acceptable
settings for any installed Power System Stabilizers, subject to the design and operating
limitations of the Generating Facility. If the Generating Facility’s Power System
Stabilizers are removed from service or not capable of automatic operation,
Interconnection Customer shall immediately notify Distribution Provider and Distribution
Provider’s system operator, or its designated representative. The requirements of this
paragraph shall not apply to wind generators of the induction type.
5.5 Equipment Procurement. If responsibility for construction of Distribution Provider’s

Interconnection Facilities, Distribution Upgrades, or Network Upgrades is to be borne by
Distribution Provider, then Distribution Provider shall commence design of Distribution
Provider’s Interconnection Facilities, Distribution Upgrades, or Network Upgrades and
procure necessary equipment as soon as practicable after all of the following conditions
are satisfied, unless the Parties otherwise agree in writing:
5.5.1 Distribution Provider has completed the Interconnection Studies pursuant to the
Independent Study Process Study Agreement;
5.5.2 Distribution Provider has received written authorization to proceed with design
and procurement from Interconnection Customer by the date specified in
Appendix B, Milestones; and
5.5.3 Interconnection Customer has provided security to Distribution Provider in

accordance with Article 11.5 by the dates specified in Appendix B, Milestones.
5.6 Construction Commencement. Distribution Provider shall commence construction of

Distribution Provider’s Interconnection Facilities, Distribution Upgrades, and Network
Upgrades for which it is responsible as soon as practicable after the following additional
conditions are satisfied:
5.6.1 Approval of the appropriate Governmental Authority has been obtained for any
facilities requiring regulatory approval;
Page No. 25
5.6.2 Necessary real property rights and rights-of-way have been obtained, to the extent
required for the construction of a discrete aspect of Distribution Provider’s
Interconnection Facilities, Distribution Upgrades, and Network Upgrades;
5.6.3 Distribution Provider has received written authorization to proceed with

construction from Interconnection Customer by the date specified in Appendix B,
Milestones; and
5.6.4 Interconnection Customer has provided security to Distribution Provider in

accordance with Article 11.5 by the dates specified in Appendix B, Milestones.
5.7 Work Progress. The Parties will keep each other advised periodically as to the progress
of their respective design, procurement and construction efforts. Either Party may, at any
time, request a progress report from the other Party. If, at any time, Interconnection
Customer determines that the completion of Distribution Provider’s Interconnection
Facilities will not be required until after the specified In-Service Date, Interconnection
Customer will provide written notice to Distribution Provider of such later date upon
which the completion of Distribution Provider’s Interconnection Facilities will be
required.
5.8 Information Exchange. As soon as reasonably practicable after the Effective Date, the
Parties shall exchange information regarding the design and compatibility of the Parties’
Interconnection Facilities and compatibility of the Interconnection Facilities with
Distribution Provider’s Distribution System, and shall work diligently and in good faith
to make any necessary design changes.
5.9 Limited Operation. If any of Distribution Provider’s Interconnection Facilities,

Distribution Upgrades, or Network Upgrades are not reasonably expected to be
completed prior to the Commercial Operation Date of the Generating Facility,
Distribution Provider shall, upon the request and at the expense of Interconnection
Customer, perform operating studies on a timely basis to determine the extent to which
the Generating Facility and Interconnection Customer’s Interconnection Facilities may
operate prior to the completion of Distribution Provider’s Interconnection Facilities,
Distribution Upgrades, or Network Upgrades consistent with Applicable Laws and
Regulations, Applicable Reliability Standards, Good Utility Practice, and this GIA.
Distribution Provider shall permit Interconnection Customer to operate the Generating
Facility and Interconnection Customer’s Interconnection Facilities in accordance with the
results of such studies.
5.10 Interconnection Customer’s Interconnection Facilities (‘ICIF’). Interconnection

Customer shall, at its expense, design, procure, construct, own and install the ICIF, as set
forth in Appendix A, Interconnection Facilities, Network Upgrades and Distribution
Upgrades.
Page No. 26
5.10.1 Interconnection Customer’s Interconnection Facility Specifications.

Interconnection Customer shall submit initial specifications for the ICIF,
including System Protection Facilities, to Distribution Provider at least one
hundred eighty (180) Calendar Days prior to the Initial Synchronization Date; and
final specifications for review and comment at least ninety (90) Calendar Days
prior to the Initial Synchronization Date. Distribution Provider shall review such
specifications to ensure that the ICJF are compatible with the technical
specifications, operational control, and safety requirements of Distribution
Provider and comment on such specifications within thirty (30) Calendar Days of
Interconnection Customer’s submission. All specifications provided hereunder
shall be deemed confidential.
5.10.2 Distribution Provider’s Review. Distribution Provider’s review of

Interconnection Customer’s final specifications shall not be construed as
confirming, endorsing, or providing a warranty as to the design, fitness, safety,
durability or reliability of the Generating Facility, or the ICIF. Interconnection
Customer shall make such changes to the ICIF as may reasonably be required by
Distribution Provider, in accordance with Good Utility Practice, to ensure that the
ICIF are compatible with the technical specifications, operational control, and
safety requirements of Distribution Provider.
5.10.3 ICIF Construction. The ICIF shall be designed and constructed in accordance
with Good Utility Practice. Within one hundred twenty (120) Calendar Days after
the Commercial Operation Date, unless the Parties agree on another mutually
acceptable deadline, Interconnection Customer shall deliver to Distribution
Provider “as-built” drawings, information and documents for the ICIF, such as: a
one-line diagram, a site plan showing the Generating Facility and the ICIF, plan
and elevation drawings showing the layout of the ICIF, a relay functional
diagram, relaying AC and DC schematic wiring diagrams and relay settings for all
facilities associated with Interconnection Customer’s step-up transformers, the
facilities connecting the Generating Facility to the step-up transformers and the
ICIF, and the impedances (determined by factory tests) for the associated step-up
transformers and the Generating Facility. The Interconnection Customer shall
provide Distribution Provider specifications for the excitation system, automatic
voltage regulator, Generating Facility control and protection settings, transformer
tap settings, and communications, if applicable.
5.10.4 Interconnection Customer to Meet Requirements of the Distribution

Provider’s Interconnection Handbook. The Interconnection Customer shall
comply with the Distribution Provider’s Interconnection Handbook. In the event
of a conflict between the terms of this GIA and the terms of the Distribution
Provider’s Interconnection Handbook, the terms in this GIA shall govern.
5.11 Distribution Provider’s Interconnection Facilities Construction. Distribution

Provider’s Interconnection Facilities shall be designed and constructed in accordance with
Good Utility Practice. Upon request, within one hundred twenty (120) Calendar Days
Page No. 27
after the Commercial Operation Date, unless the Parties agree on another mutually
acceptable deadline, Distribution Provider shall deliver to Interconnection Customer the
following “as-built” drawings, information and documents for Distribution Provider’s
Interconnection Facilities: No as-built drawings will be provided.
Distribution Provider will obtain control for operating and maintenance purposes of
Distribution Provider’s Interconnection Facilities and Stand Alone Network Upgrades
upon completion of such facilities. Pursuant to Article 5.2, the ISO will obtain
Operational Control of the Stand Alone Network Upgrades prior to the Commercial
Operation Date.
5.12 Access Rights. Upon reasonable notice and supervision by a Party, and subject to any
required or necessary regulatory approvals, a Party (“Granting Party”) shall furnish at no
cost to the other Party (“Access Party”) any rights of use, licenses, rights of way and
easements with respect to lands owned or controlled by the Granting Party, its agents (if
allowed under the applicable agency agreement), or any Affiliate, that are necessary to
enable the Access Party to obtain ingress and egress to construct, operate, maintain,
repair, test (or witness testing), inspect, replace or remove facilities and equipment to: (i)
interconnect the Generating Facility with the Distribution System; (ii) operate and
maintain the Generating Facility, the Interconnection Facilities and the Distribution
System; and (iii) disconnect or remove the Access Party’s facilities and equipment upon
termination of this GIA. In exercising such licenses, rights of way and easements, the
Access Party shall not unreasonably disrupt or interfere with nonnal operation of the
Granting Party’s business and shall adhere to the safety rules and procedures established
in advance, as may be changed florn time to time, by the Granting Party and provided to
the Access Party.
5.13 Lands of Other Property Owners. If any part of Distribution Provider or Distribution
Owner’s Interconnection Facilities, Distribution Upgrades, and/or Network Upgrades is to
be installed on property owned by persons other than Interconnection Customer or
Distribution Provider or Distribution Owner, Distribution Provider or Distribution Owner
shall at Interconnection Customer’s expense use efforts, similar in nature and extent to
those that it typically undertakes on its own behalf or on behalf of its Affiliates, including
use of its eminent domain authority, and to the extent consistent with state law, to procure
from such persons any rights of use, licenses, rights of way and easements that are
necessary to construct, operate, maintain, test, inspect, replace or remove Distribution
Provider or Distribution Owner’s Interconnection Facilities, Distribution Upgrades,
and/or Network Upgrades upon such property.
5.14 Permits. Distribution Provider or Distribution Owner and Interconnection Customer

shall cooperate with each other in good faith in obtaining all permits, licenses and
authorizations that are necessary to accomplish the interconnection in compliance with
Applicable Laws and Regulations. With respect to this paragraph, Distribution Provider
or Distribution Owner shall provide permitting assistance to Interconnection Customer
comparable to that provided to Distribution Provider’s own, or an Affiliate’s generation.
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5.15 Early Construction of Base Case Facilities. Interconnection Customer may request
Distribution Provider to construct, and Distribution Provider shall construct, using
Reasonable Efforts to accommodate Interconnection Customer’s In-Service Date, all or
any portion of any Distribution Upgrades or Network Upgrades required for
Interconnection Customer to be interconnected to the Distribution System which are
included in the Base Case of the Facilities Study for Interconnection Customer, and
which also are required to be constructed for another Interconnection Customer, but
where such construction is not scheduled to be completed in time to achieve
Interconnection Customer’s In-Service Date.
5.16 Suspension. Interconnection Customer reserves the right, upon written notice to
Distribution Provider, to suspend at any time all work by Distribution Provider associated
with the construction and installation of Distribution Provider’s Interconnection
Facilities, Distribution Upgrades, and/or Network Upgrades required under this GIA,
with the condition that Distribution System shall be left in a safe and reliable condition in
accordance with Good Utility Practice and Distribution Provider’s safety and reliability
criteria. In such event, Interconnection Customer shall be responsible for all reasonable
and necessary costs which Distribution Provider (i) has incurred pursuant to this GIA
prior to the suspension and (ii) incurs in suspending such work, including any costs
incurred to perform such work as may be necessary to ensure the safety of persons and
property and the integrity of the Distribution System and Transmission System during
such suspension and, if applicable, any costs incurred in connection with the cancellation
or suspension of material, equipment and labor contracts which Distribution Provider
cannot reasonably avoid; provided, however, that prior to canceling or suspending any
such material, equipment or labor contract, Distribution Provider shall obtain
Interconnection Customer’s authorization to do so.
Distribution Provider shall invoice Interconnection Customer for such costs pursuant to
Article 12 and shall use due diligence to minimize its costs. In the event Interconnection
Customer suspends work by Distribution Provider required under this GIA pursuant to
this Article 5.16, and has not requested Distribution Provider to recommence the work or
has not itself recommenced work required under this GIA on or before the expiration of
three (3) years following commencement of such suspension, this GIA shall be deemed
terminated and the Interconnection Customer’s responsibility for costs will be determined
in accordance with Article 2.4 of this GIA. The three-year period shall begin on the date
the suspension is requested, or the date of the written notice to Distribution Provider, if
no effective date is specified. The maximum three-year period shall apply to the
projected Commercial Operation Date for the Generating Facility identified in the initial
Interconnection Request, without regard to any subsequent changes to the dates set forth
in the Interconnection Request, without regard to the milestone schedule dates set forth in
Appendix B hereto or any changes to those dates, and without regard to any other
scheduled dates for action affecting the Generating Facility, Interconnection Facilities, or
Network Upgrades or any changes to those dates.
5.17 Taxes.
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5.17.1 Interconnection Customer Payments Not Taxable. The Parties intend that all
payments or property transfers made by Interconnection Customer to Distribution
Provider for the installation of Distribution Provider’s Interconnection Facilities,
Distribution Upgrades, and the Network Upgrades shall be non-taxable, either as
contributions to capital, or as an advance, 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.
5.17.2 Representations and Covenants. In accordance with IRS Notice 200 1-82 and
IRS Notice 88-129, Interconnection Customer represents and covenants that (i)
ownership of the electricity generated at the Generating Facility will pass to
another party prior to the transmission of the electricity on the Distribution
System, (ii) for income tax purposes, the amount of any payments and the cost of
any property transferred to Distribution Provider for Distribution Provider’s
Interconnection Facilities will be capitalized by Interconnection Customer as an
intangible asset and recovered using the straight-line method over a useful life of
twenty (20) years, and (iii) any portion of Distribution Provider’s Interconnection
Facilities that is a “dual-use intertie,” within the meaning of IRS Notice 88-129, is
reasonably expected to carry only a de minimis amount of electricity in the
direction of the Generating Facility. For this purpose, “de minimis amount”
means no more than 5 percent of the total power flows in both directions,
calculated in accordance with the “5 percent test” set forth in IRS Notice 88-129.
This is not intended to be an exclusive list of the relevant conditions that must be
met to conform to IRS requirements for non-taxable treatment.
At Distribution Provider’s request, Interconnection Customer shall provide

Distribution Provider with a report from an independent engineer confirming its
representation in clause (iii), above. Distribution Provider represents and
covenants that the cost of Distribution Provider’s Interconnection Facilities paid
for by Interconnection Customer will have no net effect on the base upon which
rates are determined.
5.17.3 Indemnification for the Cost Consequences of Current Tax Liability Imposed
Upon the Distribution Provider. Notwithstanding Article 5.17.1,
Interconnection Customer shall protect, indemnify and hold harmless Distribution
Provider from the cost consequences of any current tax liability imposed against
Distribution Provider as the result of payments or property transfers made by
Interconnection Customer to Distribution Provider under this GIA for
Interconnection Facilities, as well as any interest and penalties, other than interest
and penalties attributable to any delay caused by Distribution Provider.
Distribution Provider shall not include a gross-up for the cost consequences of
any current tax liability in the amounts it charges Interconnection Customer under
this GIA unless (i) Distribution Provider has determined, in good faith, that the
payments or property transfers made by Interconnection Customer to Distribution
Page No. 30
Provider should be reported as income subject to taxation or (ii) any

Governmental Authority directs Distribution Provider to report payments or
property as income subject to taxation; provided, however, that Distribution
Provider may require Interconnection Customer to provide security for
Interconnection Facilities, in a form reasonably acceptable to Distribution
Provider (such as a parental guarantee or a letter of credit), in an amount equal to
the cost consequences of any current tax liability under this Article 5.17.
Interconnection Customer shall reimburse Distribution Provider for such costs on
a fully grossed-up basis, in accordance with Article 5.17.4, within thirty (30)
Calendar Days of receiving written notification from Distribution Provider of the
amount due, including detail about how the amount was calculated.
The indemnification obligation shall terminate at the earlier of (1) the expiration
of the ten year testing period and the applicable statute of limitation, as it may be
extended by Distribution Provider upon request of the IRS, to keep these years
open for audit or adjustment, or (2) the occurrence of a subsequent taxable event
and the payment of any related indemnification obligations as contemplated by
this Article 5.17.
5.17.4 Tax Gross-Up Amount. Interconnection Customer’s liability for the cost
consequences of any current tax liability under this Article 5.17 shall be
calculated on a fully grossed-up basis. Except as may otherwise be agreed to by
the parties, this means that Interconnection Customer will pay Distribution
Provider, in addition to the amount paid for the Interconnection Facilities,
Distribution Upgrades, and Network Upgrades, an amount equal to (1) the current
taxes imposed on Distribution Provider (“Current Taxes”) on the excess of(a) the
gross income realized by Distribution Provider as a result of payments or property
transfers made by Interconnection Customer to Distribution Provider under this
GIA (without regard to any payments under this Article 5.17) (the “Gross Income
Amount”) over (b) the present value of future tax deductions for depreciation that
will be available as a result of such payments or property transfers (the “Present
Value Depreciation Amount”), plus (2) an additional amount sufficient to permit
Distribution Provider to receive and retain, after the payment of all Current Taxes,
an amount equal to the net amount described in clause (1).
For this purpose, (i) Current Taxes shall be computed based on Distribution
Provider’s composite federal and state tax rates at the time the payments or
property transfers are received and Distribution Provider will be treated as being
subject to tax at the highest marginal rates in effect at that time (the “Current Tax
Rate”), and (ii) the Present Value Depreciation Amount shall be computed by
discounting Distribution Provider’s anticipated tax depreciation deductions as a
result of such payments or property transfers by Distribution Provider’s current
weighted average cost of capital. Thus, the fonnula for calculating
Interconnection Customer’s liability to Distribution Owner pursuant to this Article
5.17.4 can be expressed as follows: (Current Tax Rate x (Gross Income Amount —
Present Value of Tax Depreciation))/(1-Current Tax Rate). Interconnection

Page No. 31
Customer’s estimated tax liability in the event taxes are imposed shall be stated in
Appendix A, Interconnection Facilities, Network Upgrades and Distribution
Upgrades.
5.17.5 Private Letter Ruling or Change or Clarification of Law. At Interconnection

Customer’s request and expense, Distribution Provider shall file with the IRS a
request for a private letter ruling as to whether any property transferred or sums
paid, or to be paid, by Interconnection Customer to Distribution Provider under
this GIA are subject to federal income taxation. Interconnection Customer will
prepare the initial draft of the request for a private letter ruling, and will certify
under penalties of perjury that all facts represented in such request are true and
accurate to the best of Interconnection Customer’s knowledge. Distribution
Provider and Interconnection Customer shall cooperate in good faith with respect
to the submission of such request.
Distribution Provider shall keep Interconnection Customer fully informed of the

status of such request for a private letter ruling and shall execute either a privacy
act waiver or a limited power of attorney, in a form acceptable to the IRS, that
authorizes Interconnection Customer to participate in all discussions with the IRS
regarding such request for a private letter ruling. Distribution Provider shall
allow Interconnection Customer to attend all meetings with IRS officials about
the request and shall permit Interconnection Customer to prepare the initial drafts
of any follow-up letters in connection with the request.
5.17.6 Subsequent Taxable Events. If, within 10 years from the date on which the
relevant Distribution Provider’s Interconnection Facilities are placed in service, (i)
Interconnection Customer Breaches the covenants contained in Article 5.17.2, (ii)
a “disqualification event” occurs within the meaning of IRS Notice 88-129, or (iii)
this GIA terminates and Transmission Provider retains ownership of the
Interconnection Facilities, Distribution Upgrades, and Network Upgrades,
Interconnection Customer shall pay a tax gross-up for the cost consequences of
any current tax liability imposed on Distribution Provider, calculated using the
methodology described in Article 5.17.4 and in accordance with IRS Notice 90-
60.
5.17.7 Contests. In the event any Governmental Authority determines that Distribution
Provider’s receipt of payments or property constitutes income that is subject to
taxation, Distribution Provider shall notify Interconnection Customer, in writing,
within thirty (30) Calendar Days of receiving notification of such determination
by a Governmental Authority. Upon the timely written request by
Interconnection Customer and at Interconnection Customer’s sole expense,
Distribution Provider may appeal, protest, seek abatement of, or otherwise oppose
such determination. Upon Interconnection Customer’s written request and sole
expense, Distribution Provider may file a claim for refund with respect to any
taxes paid under this Article 5.17, whether or not it has received such a
determination. Distribution Provider reserves the right to make all decisions with
Page No. 32
regard to the prosecution of such appeal, protest, abatement or other contest,

including the selection of counsel and compromise or settlement of the claim, but
Distribution Provider shall keep Interconnection Customer informed, shall
consider in good faith suggestions from Interconnection Customer about the
conduct of the contest, and shall reasonably penrlit Interconnection Customer or
an Interconnection Customer representative to attend contest proceedings.
Interconnection Customer shall pay to Distribution Provider on a periodic basis,

as invoiced by Distribution Provider, Distribution Provider’s documented
reasonable costs of prosecuting such appeal, protest, abatement or other contest.
At any time during the contest, Distribution Provider may agree to a settlement
either with Interconnection Customer’s consent or after obtaining written advice
from nationally-recognized tax counsel, selected by Distribution Provider, but
reasonably acceptable to Interconnection Customer, that the proposed settlement
represents a reasonable settlement given the hazards of litigation. Interconnection
Customer’s obligation shall be based on the amount of the settlement agreed to by
Interconnection Customer, or if a higher amount, so much of the settlement that is
supported by the written advice from nationally-recognized tax counsel selected
under the tenrLs of the preceding sentence. The settlement amount shall be
calculated on a fully-grossed-up basis to cover any related cost consequences of
the current tax liability. Any settlement without Interconnection Customer’s
consent or such written advice will relieve Interconnection Customer from any
obligation to indemnify Distribution Provider for the tax at issue in the contest.
5.17.8 Refund. In the event that (a) a private letter ruling is issued to Distribution
Provider which holds that any amount paid or the value of any property
transferred by Interconnection Customer to Distribution Provider under the terms
of this GIA is not subject to federal income taxation, (b) any legislative change or
administrative announcement, notice, ruling or other determination makes it
reasonably clear to Distribution Provider in good faith that any amount paid or the
value of any property transferred by Interconnection Customer to Distribution
Provider under the terms of this GIA is not taxable to Distribution Provider, (c)
any abatement, appeal, protest, or other contest results in a determination that any
payments or transfers made by Interconnection Customer to Distribution Provider
are not subject to federal income tax, or (d) if Distribution Provider receives a
refund from any taxing authority for any overpayment of tax attributable to any
payment or property transfer made by Interconnection Customer to Distribution
Provider pursuant to this GIA, Distribution Provider shall promptly refund to
Interconnection Customer the following:
(i) any payment made by Interconnection Customer under this Article 5.17
for taxes that is attributable to the amount determined to be non-taxable,
together with interest thereon,
(ii) interest on any amounts paid by Interconnection Customer to

Distribution Provider for such taxes which Distribution Provider did not
Page No. 33
submit to the taxing authority, calculated in accordance with the

methodology set forth in FERC’s regulations at 18 CFR §35.19a(a)(2)(iii)
from the date payment was made by Interconnection Customer to the date
Distribution Provider refunds such payment to Interconnection Customer,
and
(iii) with respect to any such taxes paid by Distribution Provider, any
refund or credit Distribution Provider receives or to which it may be
entitled from any Governmental Authority, interest (or that portion thereof
attributable to the payment described in clause (i), above) owed to
Distribution Provider for such overpayment of taxes (including any
reduction in interest otherwise payable by Distribution Provider to any
Governmental Authority resulting from an offset or credit); provided,
however, that Distribution Provider will remit such amount promptly to
Interconnection Customer only after and to the extent that Distribution
Provider has received a tax refund, credit or offset from any Governmental
Authority for any applicable overpayment of income tax related to
Distribution Provider’s Interconnection Facilities.
The intent of this provision is to leave the Parties, to the extent practicable, in the
event that no taxes are due with respect to any payment for Interconnection
Facilities, Distribution Upgrades, and Network Upgrades hereunder, in the same
position they would have been in had no such tax payments been made.
5.17.9 Taxes Other Than Income Taxes. Upon the timely request by Interconnection
Customer, and at Interconnection Customer’s sole expense, Distribution Provider
may appeal, protest, seek abatement of, or otherwise contest any tax (other than
federal or state income tax) asserted or assessed against Distribution Provider for
which Interconnection Customer may be required to reimburse Distribution
Provider under the terms of this GIA. Interconnection Customer shall pay to
Distribution Provider on a periodic basis, as invoiced by Distribution Provider,
Distribution Provider’s documented reasonable costs of prosecuting such appeal,
protest, abatement, or other contest. Interconnection Customer and Distribution
Provider shall cooperate in good faith with respect to any such contest. Unless
the payment of such taxes is a prerequisite to an appeal or abatement or cannot be
deferred, no amount shall be payable by Interconnection Customer to Distribution
Provider for such taxes until they are assessed by a final, non-appealable order by
any court or agency of competent jurisdiction. In the event that a tax payment is
withheld and ultimately due and payable after appeal, Interconnection Customer
will be responsible for all taxes, interest and penalties, other than penalties
attributable to any delay caused by Distribution Provider.
5.17.10 Distribution Owners Who Are Not Distribution Providers. If Distribution

Provider is not the same entity as the Distribution Owner, then (i) all references in
this Article 5.17 to Distribution Provider shall be deemed also to refer to and to
include the Distribution Owner, as appropriate, and (ii) this GIA shall not become
Page No. 34
effective until such Distribution Owner shall have agreed in writing to assume all
of the duties and obligations of Distribution Provider under this Article 5.17 of
this GIA.
5.18 Tax Status. Each Party shall cooperate with the other to maintain the other Party’s tax
status. Nothing in this GIA is intended to adversely affect any Distribution Provider’s tax
exempt status with respect to the issuance of bonds including, but not limited to, Local
Furnishing Bonds.
5.19 Modification.
5.19.1 General. Either Party may undertake modifications to its facilities. If a Party
plans to undertake a modification that reasonably may be expected to affect the
other Party’s facilities, that Party shall provide to the other Party sufficient
information regarding such modification so that the other Party may evaluate the
potential impact of such modification prior to commencement of the work. Such
information shall be deemed to be confidential hereunder and shall include
information concerning the timing of such modifications and whether such
modifications are expected to interrupt the flow of electricity from the Generating
Facility. The Party desiring to perform such work shall provide the relevant
drawings, plans, and specifications to the other Party at least ninety (90) Calendar
Days in advance of the commencement of the work or such shorter period upon
which the Parties may agree, which agreement shall not unreasonably be
withheld, conditioned or delayed.
In the case of Generating Facility modifications that do not require

Interconnection Customer to submit an Interconnection Request, Distribution
Provider shall provide, within thirty (30) Calendar Days (or such other time as the
Parties may agree), an estimate of any additional modifications to the Distribution
System, Distribution Provider’s Interconnection Facilities, Distribution Upgrades,
or Network Upgrades necessitated by such Interconnection Customer
modification and a good faith estimate of the costs thereof.
5.19.2 Standards. Any additions, modifications, or replacements made to a Party’s

facilities shall be designed, constructed and operated in accordance with this GIA
and Good Utility Practice.
5.19.3 Modification Costs. Interconnection Customer shall not be directly assigned for
the costs of any additions, modifications, or replacements that Distribution
Provider makes to Distribution Provider’s Interconnection Facilities or the
Distribution System to facilitate the interconnection of a third party to
Distribution Provider’s Interconnection Facilities or the Distribution System, or to
provide transmission service to a third party under Distribution Provider’s Tariff.
Interconnection Customer shall be responsible for the costs of any additions,
modifications, or replacements to Interconnection Customer’s Interconnection
Facilities that may be necessary to maintain or upgrade such Interconnection
Page No. 35
Customer’s Interconnection Facilities consistent with Applicable Laws and

Regulations, Applicable Reliability Standards or Good Utility Practice.
Article 6. Testing and Inspection
6.1 Pre-Commercial Operation Date Testing and Modifications. Prior to the Commercial
Operation Date, Distribution Provider shall test Distribution Provider’s Interconnection
Facilities, Distribution Upgrades, and Network Upgrades and Interconnection Customer
shall test the Generating Facility and Interconnection Customer’s Interconnection
Facilities to ensure their safe and reliable operation. Similar testing may be required after
initial operation. Each Party shall make any modifications to its facilities that are found
to be necessary as a result of such testing. Interconnection Customer shall bear the cost
of all such testing and modifications. Interconnection Customer shall generate test
energy at the Generating Facility only if it has arranged for the delivery of such test
energy.
6.2 Post-Commercial Operation Date Testing and Modifications. Each Party shall at its
own expense perform routine inspection and testing of its facilities and equipment in
accordance with Good Utility Practice as may be necessary to ensure the continued
interconnection of the Generating Facility with the Distribution System in a safe and
reliable manner. Each Party shall have the right, upon advance written notice, to require
reasonable additional testing of the other Party’s facilities, at the requesting Party’s
expense, as may be in accordance with Good Utility Practice.
6.3 Right to Observe Testing. Each Party shall notify the other Party in advance of its
performance of tests of its Interconnection Facilities. The other Party has the right, at its
own expense, to observe such testing.
6.4 Right to Inspect. Each Party shall have the right, but shall have no obligation to:
(i) observe the other Party’s tests and/or inspection of any of its System Protection
Facilities and other protective equipment, including Power System Stabilizers; (ii) review
the settings of the other Party’s System Protection Facilities and other protective
equipment; and (iii) review the other Party’s maintenance records relative to the
Interconnection Facilities, the System Protection Facilities and other protective
equipment. A Party may exercise these rights from time to time as it deems necessary
upon reasonable notice to the other Party. The exercise or non-exercise by a Party of any
such rights shall not be construed as an endorsement or confirmation of any element or
condition of the Interconnection Facilities or the System Protection Facilities or other
protective equipment or the operation thereof, or as a warranty as to the fitness, safety,
desirability, or reliability of same. Any information that a Party obtains through the
exercise of any of its rights under this Article 6.4 shall be deemed to be Confidential
Information and treated pursuant to Article 22 of this GIA.
Article 7. Metering
Page No. 36
7.1 General. Each Party shall comply with any Applicable Reliability Standards and the
Applicable Reliability Council requirements. The Interconnection Customer shall
comply with the provisions of the ISO Tariff regarding metering, including Section 10 of
the ISO Tariff. Unless otherwise agreed by the Parties, Distribution Provider may install
additional Metering Equipment at the Point of Interconnection prior to any operation of
the Generating Facility and shall own, operate, test and maintain such Metering
Equipment. Power flows to and from the Generating Facility shall be measured at or, at
Distribution Provider’s option, compensated to, the Point of Interconnection.
Interconnection Customer’s access to meter data shall be provided in accordance with the
ISO Tariff. Interconnection Customer shall bear all reasonable documented costs
associated with the purchase, installation, operation, testing and maintenance of the
Metering Equipment.
7.2 Check Meters. Interconnection Customer, at its option and expense, may install and
operate, on its premises and on its side of the Point of Interconnection, one or more check
meters to check the ISO-polled meters or Distribution Provider’s meters. Such check
meters shall be for check purposes only and shall not be used for the measurement of
power flows for purposes of this GIA, except in the case that no other means are
available on a temporary basis at the option of the Distribution Provider. The check
meters shall be subject at all reasonable times to inspection and examination by
Distribution Provider or its designee. The installation, operation and maintenance thereof
shall be performed entirely by Interconnection Customer in accordance with Good Utility
Practice.
7.3 Distribution Provider Retail Metering. Distribution Provider may install retail revenue
quality meters and associated equipment, pursuant to the Distribution Provider’s
applicable retail tariffs.
Article 8. Communications
8.1 Interconnection Customer Obligations. Interconnection Customer shall maintain

satisfactory operating communications with Distribution Provider’s Distribution System
dispatcher or representative designated by Distribution Provider. Interconnection
Customer shall provide standard voice line, dedicated voice line and facsimile
communications at its Generating Facility control room or central dispatch facility
through use of either the public telephone system, or a voice communications system that
does not rely on the public telephone system. Interconnection Customer shall also
provide the dedicated data circuit(s) necessary to provide Interconnection Customer data
to Distribution Provider as set forth in Appendix D, Security Arrangements Details. The
data circuit(s) shall extend from the Generating Facility to the location(s) specified by
Distribution Provider. Any required maintenance of such communications equipment
shall be performed by Interconnection Customer. Operational communications shall be
activated and maintained under, but not be limited to, the following events: system
paralleling or separation, scheduled and unscheduled shutdowns, equipment clearances,
and hourly and daily load data.
Page No. 37
8.2 Remote Terminal Unit. Prior to the Initial Synchronization Date of the Generating
Facility, a Remote Terminal Unit, or equivalent data collection and transfer equipment
acceptable to the Parties, shall be installed by Interconnection Customer, or by
Distribution Provider at Interconnection Customer’s expense, to gather accumulated and
instantaneous data to be telemetered to the location(s) designated by Distribution
Provider through use of a dedicated point-to-point data circuit(s) as indicated in
Article 8.1. The communication protocol for the data circuit(s) shall be specified by
Distribution Provider. Instantaneous bi-directional analog real power and reactive power
flow information must be telemetered directly to the location(s) specified by Distribution
Provider.
Each Party will promptly advise the other Party if it detects or otherwise learns of any
metering, telemetry or communications equipment errors or malfunctions that require the
attention and/or correction by the other Party. The Party owning such equipment shall
correct such error or malfunction as soon as reasonably feasible.
8.3 No Annexation. Any and all equipment placed on the premises of a Party shall be and
remain the property of the Party providing such equipment regardless of the mode and
manner of annexation or attachment to real property, unless otherwise mutually agreed by
the Parties.
Article 9. Operations
9.1 General. Each Party shall comply with Applicable Reliability Standards and the
Applicable Reliability Council requirements. Each Party shall provide to the other Party
all information that may reasonably be required by the other Party to comply with
Applicable Laws and Regulations and Applicable Reliability Standards.
9.2 Control Area Notification. At least three months before Initial Synchronization Date,
Interconnection Customer shall notify Distribution Provider in writing of the Control
Area in which the Generating Facility will be located. If Interconnection Customer elects
to locate the Generating Facility in a Control Area other than the Control Area in which
the Generating Facility is physically located, and if pennitted to do so by the relevant
transmission tariffs, all necessary arrangements, including but not limited to those set
forth in Article 7 and Article 8 of this GIA, and remote Control Area generator
interchange agreements, if applicable, and the appropriate measures under such
agreements, shall be executed and implemented prior to the placement of the Generating
Facility in the other Control Area.
9.3 Distribution Provider Obligations. Distribution Provider shall cause the Distribution
System and Distribution Provider’s Interconnection Facilities to be operated, maintained
and controlled in a safe and reliable manner and in accordance with this GIA.
Distribution Provider may provide operating instructions to Interconnection Customer
consistent with this GIA and Distribution Provider’s operating protocols and procedures
as they may change from time to time. Distribution Provider will consider changes to its
operating protocols and procedures proposed by Interconnection Customer.
Page No. 38
9.4 Interconnection Customer Obligations. Interconnection Customer shall at its own

expense operate, maintain and control the Generating Facility and Interconnection
Customer’s Interconnection Facilities in a safe and reliable manner and in accordance
with this GIA. Interconnection Customer shall operate the Generating Facility and
Interconnection Customer’s Interconnection Facilities in accordance with all applicable
requirements of the Control Area of which it is part, as such requirements are set forth in
Appendix C, Interconnection Details, of this GLA. Appendix C, Interconnection Details,
will be modified to reflect changes to the requirements as they may change from time to
time. Either Party may request that the other Party provide copies of the requirements set
forth in Appendix C, Interconnection Details, of this GIA.
9.5 Start-Up and Synchronization. Consistent with the Parties’ mutually acceptable
procedures, Interconnection Customer is responsible for the proper synchronization of the
Generating Facility to Distribution Provider’s Distribution System.
9.6 Reactive Power.
9.6.1 Power Factor Design Criteria. Interconnection Customer shall design the
Generating Facility to maintain a composite power delivery at continuous rated
power output at the Point of Interconnection at a power factor within the range of
0.95 leading to 0.95 lagging, unless Distribution Provider has established different
requirements that apply to all generators in the Control Area on a comparable
basis. The requirements of this paragraph shall not apply to wind generators;
rather, the requirements of Appendix G shall apply to wind generators.
9.6.2 Voltage Schedules. Once Interconnection Customer has synchronized the

Generating Facility with the Distribution System, Distribution Provider shall
require Interconnection Customer to operate the Generating Facility to produce or
absorb reactive power within the design limitations of the Generating Facility set
forth in Article 9.6.1 (Power Factor Design Criteria). Distribution Provider’s
voltage schedules shall treat all sources of reactive power interconnected with the
Distribution System in an equitable and not unduly discriminatory manner and
consistent with the applicable requirements of the ISO Tariff. Distribution
Provider shall exercise Reasonable Efforts to provide Interconnection Customer
with such schedules at least one (1) day in advance, and may make changes to
such schedules as necessary to maintain the reliability of the Distribution System
and Transmission System. Interconnection Customer shall operate the Generating
Facility to maintain the specified output voltage or power factor at the Point of
Interconnection within the design limitations of the Generating Facility set forth
in Article 9.6.1 (Power Factor Design Criteria). If Interconnection Customer is
unable to maintain the specified voltage or power factor, it shall promptly notify
the Distribution Provider and the ISO.
9.6.2.1 Governors and Regulators. Whenever the Generating Facility is

operated in parallel with the Distribution System and the speed governors
Page No. 39
(if installed on the generating unit pursuant to Good Utility Practice) and
voltage regulators are capable of operation, Interconnection Customer
shall operate the Generating Facility with its speed governors and voltage
regulators in automatic operation. If the Generating Facility’s speed
governors and voltage regulators are not capable of such automatic
operation, Interconnection Customer shall immediately notify Distribution
Provider and the ISO, and ensure that the Electric Generating Unit
operates as specified in Article 9.6.2 through manual operation and that
such Generating Facility’s reactive power production or absorption
(measured in MVARs) are within the design capability of the Generating
Facility’s generating unit(s) and steady state stability limits.
Interconnection Customer shall not cause its Generating Facility to
disconnect automatically or instantaneously from the Distribution System
or trip any generating unit comprising the Generating Facility for an under
or over frequency condition unless the abnormal frequency condition
persists for a time period beyond the limits set forth in ANSI/IEEE
Standard C37. 106, or such other standard as applied to other generators in
the Control Area on a comparable basis.
9.6.3 Payment for Reactive Power. Payment to Interconnection Customer for reactive
power that Interconnection Customer provides or absorbs from the Generating
Facility when the ISO requests Interconnection Customer to operate its
Generating Facility outside the range specified in Article 9.6.1 will be made by
the ISO in accordance with the applicable provisions of the ISO Tariff.
9.7 Outages and Interruptions.
9.7.1 Outages.
9.7.1.1 Outage Authority and Coordination. Each Party may in accordance

with Good Utility Practice in coordination with the other Party remove
from service any of its respective Interconnection Facilities or Network
Upgrades that may impact the other Party’s facilities as necessary to
perform maintenance or testing or to install or replace equipment. Absent
an Emergency Condition, the Party scheduling a removal of such
facility(ies) from service will use Reasonable Efforts to schedule such
removal on a date and time mutually acceptable to the Parties. In all
circumstances, any Party planning to remove such facility(ies) from
service shall use Reasonable Efforts to minimize the effect on the other
Party of such removal.
9.7.1.2 Outage Schedules. Interconnection Customer shall submit its planned

maintenance schedules for the Generating Facility to Distribution Provider
for a minimum of a rolling twenty-four month period. Interconnection
Customer shall update its planned maintenance schedules as necessary.
Distribution Provider may request Interconnection Customer to reschedule
Page No. 40
its maintenance as necessary to maintain the reliability of the Distribution

System and Transmission System. Distribution Provider shall compensate
Interconnection Customer for any additional direct costs that
Interconnection Customer incurs as a result of having to reschedule
maintenance, including any additional overtime, breaking of maintenance
contracts or other costs above and beyond the cost Interconnection
Customer would have incurred absent Distribution Provider’s request to
reschedule maintenance. Interconnection Customer will not be eligible to
receive compensation, if during the twelve (12) months prior to the date of
the scheduled maintenance, Interconnection Customer had modified its
schedule of maintenance activities. Distribution Provider shall have no
obligation to pay Interconnection Customer any costs the Interconnection
Customer incurs as the result of being directed by the ISO to reschedule
maintenance.
9.7.1.3 Outage Restoration. If an outage on a Party’s Interconnection Facilities

or Network Upgrades adversely affects the other Party’s operations or
facilities, the Party that owns or controls the facility that is out of service
shall use Reasonable Efforts to promptly restore such facility(ies) to a
normal operating condition consistent with the nature of the outage. The
Party that owns or controls the facility that is out of service shall provide
the other Party, to the extent such information is known, information on
the nature of the Emergency Condition, an estimated time of restoration,
and any corrective actions required. Initial verbal notice shall be followed
up as soon as practicable with written notice explaining the nature of the
outage.
9.7.2 Interruption of Service. If required by Good Utility Practice to do so,

Distribution Provider may require Interconnection Customer to interrupt or reduce
deliveries of electricity if such delivery of electricity could adversely affect
Distribution Provider’s ability to perform such activities as are necessary to safely
and reliably operate and maintain the Distribution System and Transmission
System. The following provisions shall apply to any interruption or reduction
permitted under this Article 9.7.2:
9.7.2.1 The interruption or reduction shall continue only for so long as reasonably
necessary under Good Utility Practice;
9.7.2.2 Any such interruption or reduction shall be made on an equitable, non

discriminatory basis with respect to all generating facilities directly
connected to the Distribution System;
9.7.2.3 When the interruption or reduction must be made under circumstances

which do not allow for advance notice, Distribution Provider shall notify
Interconnection Customer by telephone as soon as practicable of the
reasons for the curtailment, interruption, or reduction, and, if known, its
Page No. 41
expected duration. Telephone notification shall be followed by written

notification as soon as practicable;
9.7.2.4 Except during the existence of an Emergency Condition, when the

interruption or reduction can be scheduled without advance notice,
Distribution Provider shall notify Interconnection Customer in advance
regarding the timing of such scheduling and further notify Interconnection
Customer of the expected duration. Distribution Provider shall coordinate
with Interconnection Customer using Good Utility Practice to schedule the
interruption or reduction during periods of least impact to Interconnection
Customer and Distribution Provider;
9.7.2.5 The Parties shall cooperate and coordinate with each other to the extent
necessary in order to restore the Generating Facility, Interconnection
Facilities, and the Distribution System and Transmission System to their
normal operating state, consistent with system conditions and Good Utility
Practice.
9.7.3 Under-Frequency and Over Frequency Conditions. The Distribution System

is designed to automatically activate a load-shed program as required by
Applicable Reliability Standards and the Applicable Reliability Council in the
event of an under-frequency system disturbance. Interconnection Customer shall
implement under-frequency and over-frequency relay set points for the
Generating Facility as required by Applicable Reliability Standards and the
Applicable Reliability Council to ensure “ride through” capability of the
Distribution System. Generating Facility response to frequency deviations of pre
determined magnitudes, both under-frequency and over-frequency deviations,
shall be studied and coordinated with Distribution Provider in accordance with
Good Utility Practice. The term “ride through” as used herein shall mean the
ability of a Generating Facility to stay connected to and synchronized with the
Distribution System during system disturbances within a range of under-
frequency and over-frequency conditions, in accordance with Good Utility
Practice.
9.7.4 System Protection and Other Control Requirements.
9.7.4.1 System Protection Facilities. Interconnection Customer shall, at its

expense, install, operate and maintain System Protection Facilities as a
part of the Generating Facility or Interconnection Customer’s
Interconnection Facilities. Distribution Provider shall install at
Interconnection Customer’s expense any System Protection Facilities that
may be required on Distribution Provider’s Interconnection Facilities,
Distribution System, or the Transmission System as a result of the
interconnection of the Generating Facility and Interconnection Customer’s
Interconnection Facilities.
Page No. 42
9.7.4.2 Each Party’s protection facilities shall be designed and coordinated with
other systems in accordance with Applicable Reliability Standards,
Applicable Reliability Council criteria, and Good Utility Practice.
9.7.4.3 Each Party shall be responsible for protection of its facilities consistent
with Good Utility Practice.
9.7.4.4 Each Party’s protective relay design shall incorporate the necessary test
switches to perform the tests required in Article 6. The required test
switches will be placed such that they allow operation of lockout relays
while preventing breaker failure schemes from operating and causing
unnecessary breaker operations and/or the tripping of Interconnection
Customer’s units.
9.7.4.5 Each Party will test, operate and maintain System Protection Facilities in
accordance with Good Utility Practice and, if applicable, the requirements
of the Distribution Provider’s Interconnection Handbook.
9.7.4.6 Prior to the In-Service Date, and again prior to the Commercial Operation
Date, each Party or its agent shall perform a complete calibration test and
functional trip test of the System Protection Facilities. At intervals
suggested by Good Utility Practice, the standards and procedures of the
Distribution Provider, including, if applicable, the requirements of the
Distribution Provider’s Interconnection Handbook, and following any
apparent malfunction of the System Protection Facilities, each Party shall
perform both calibration and functional trip tests of its System Protection
Facilities. These tests do not require the tripping of any in-service
generation unit. These tests do, however, require that all protective relays
and lockout contacts be activated.
9.7.5 Requirements for Protection. In compliance with Good Utility Practice and, if
applicable, the requirements of the Distribution Provider’s Interconnection
Handbook, Interconnection Customer shall provide, install, own, and maintain
relays, circuit breakers and all other devices necessary to remove any fault
contribution of the Generating Facility to any short circuit occurring on the
Distribution System not otherwise isolated by Distribution Provider’s equipment,
such that the removal of the fault contribution shall be coordinated with the
protective requirements of the Distribution System. Such protective equipment
shall include, without limitation, a disconnecting device or switch with load-
interrupting capability located between the Generating Facility and the
Distribution System at a site selected upon mutual agreement (not to be
unreasonably withheld, conditioned or delayed) of the Parties. Interconnection
Customer shall be responsible for protection of the Generating Facility and
Interconnection Customer’s other equipment from such conditions as negative
sequence currents, over- or under-frequency, sudden load rejection, over- or
under-voltage, and generator loss-of-field. Interconnection Customer shall be
Page No. 43
solely responsible to disconnect the Generating Facility and Interconnection

Customer’s other equipment if conditions on the Distribution System could
adversely affect the Generating Facility.
9.7.6 Power Quality. Neither Party’s facilities shall cause excessive voltage flicker
nor introduce excessive distortion to the sinusoidal voltage or current waves as
defined by ANSI Standard C84.l-1989, in accordance with IEEE Standard 519, or
any applicable superseding electric industry standard or any alternative
Applicable Reliability Standard or Applicable Reliability Council standard. In the
event of a conflict among ANSI Standard C84.l-1989, or any applicable
superseding electric industry standard, or any alternative Applicable Reliability
Standard or Applicable Reliability Council standard, the alternative Applicable
Reliability Standard or Applicable Reliability Council standard shall control.
9.8 Switching and Tagging Rules. Each Party shall provide the other Party a copy of its
switching and tagging rules that are applicable to the other Party’s activities. Such
switching and tagging rules shall be developed on a non-discriminatory basis. The
Parties shall comply with applicable switching and tagging rules, as amended from time
to time, in obtaining clearances for work or for switching operations on equipment.
9.9 Use of Interconnection Facilities by Third Parties.
9.9.1 Purpose of Interconnection Facilities. Except as may be required by Applicable

Laws and Regulations, or as otherwise agreed to among the Parties, the
Interconnection Facilities shall be constructed for the sole purpose of
interconnecting the Generating Facility to the Distribution System and shall be
used for no other purpose.
9.9.2 Third Party Users. If required by Applicable Laws and Regulations or if the
Parties mutually agree, such agreement not to be unreasonably withheld, to allow
one or more third parties to use Distribution Provider’s Interconnection Facilities,
or any part thereof, Interconnection Customer will be entitled to compensation for
the capital expenses it incurred in connection with the Interconnection Facilities
based upon the pro rata use of the Interconnection Facilities by Distribution
Provider, all third party users, and Interconnection Customer, in accordance with
Applicable Laws and Regulations or upon some other mutually-agreed upon
methodology. In addition, cost responsibility for ongoing costs, including
operation and maintenance costs associated with the Interconnection Facilities,
will be allocated between Interconnection Customer and any third party users
based upon the pro rata use of the Interconnection Facilities by Distribution
Provider, all third party users, and Interconnection Customer, in accordance with
Applicable Laws and Regulations or upon some other mutually agreed upon
methodology. If the issue of such compensation or allocation cannot be resolved
through such negotiations, it shall be submitted to FERC for resolution.
Page No. 44
9.10 Disturbance Analysis Data Exchange. The Parties will cooperate with one another in
the analysis of disturbances to either the Generating Facility or Distribution Provider’s
Distribution System and Transmission System by gathering and providing access to any
information relating to any disturbance, including information from oscillography,
protective relay targets, breaker operations and sequence of events records, and any
disturbance information required by Good Utility Practice.
Article 10. Maintenance
10.1 Distribution Provider Obligations. Distribution Provider shall maintain the

Distribution System, Transmission System and Distribution Provider’s Interconnection
Facilities in a safe and reliable manner and in accordance with this GIA.
10.2 Interconnection Customer Obligations. Interconnection Customer shall maintain the

Generating Facility and Interconnection Customer’s Interconnection Facilities in a safe
and reliable manner and in accordance with this GIA.
10.3 Coordination. The Parties shall confer regularly to coordinate the planning, scheduling
and performance of preventive and corrective maintenance on the Generating Facility and
the Interconnection Facilities.
10.4 Secondary Systems. Each Party shall cooperate with the other in the inspection,
maintenance, and testing of control or power circuits that operate below 600 volts, AC or
DC, including, but not limited to, any hardware, control or protective devices, cables,
conductors, electric raceways, secondary equipment panels, transducers, batteries,
chargers, and voltage and current transformers that directly affect the operation of a
Party’s facilities and equipment which may reasonably be expected to impact the other
Party. Each Party shall provide advance notice to the other Party before undertaking any
work on such circuits, especially on electrical circuits involving circuit breaker trip and
close contacts, current transformers, or potential transformers.
10.5 Operating and Maintenance Expenses. Subject to the provisions herein addressing the
use of facilities by others, and except for operations and maintenance expenses associated
with modifications made for providing interconnection or transmission service to a third
party and such third party pays for such expenses, Interconnection Customer shall be
responsible for all reasonable expenses including overheads, associated with: (1) owning,
operating, maintaining, repairing, and replacing Interconnection Customer’s
Interconnection Facilities; and (2) operation, maintenance, repair and replacement of
Article 11. Performance Obligation
11.1 Interconnection Customer Interconnection Facilities. Interconnection Customer shall

design, procure, construct, install, own and/or control Interconnection Customer
Interconnection Facilities described in Appendix A, Interconnection Facilities, Network
Upgrades and Distribution Upgrades, at its sole expense.
Page No. 45
11.2 Distribution Provider’s Interconnection Facilities. Distribution Provider or

Distribution Owner shall design, procure, construct, install, own and/or control the
Distribution Provider’s Interconnection Facilities described in Appendix A,
Interconnection Facilities, Network Upgrades and Distribution Upgrades, at the sole
expense of the Interconnection Customer.
11.3 Network Upgrades and Distribution Upgrades. Distribution Provider or Distribution

Owner shall design, procure, construct, install, and own the Network Upgrades and
Distribution Upgrades described in Appendix A, Interconnection Facilities, Network
Upgrades and Distribution Upgrades. The Interconnection Customer shall be responsible
for all costs related to Distribution Upgrades. Unless Distribution Provider or
Distribution Owner elects to fund the capital for the Distribution Upgrades and Network
Upgrades, they shall be funded by Interconnection Customer.
11.4 Transmission Credits.
11.4.1 Repayment of Amounts Advanced for Network Upgrades. Interconnection

Customer shall be entitled to a cash repayment, equal to the total amount paid to
Distribution Provider and Affected System Operator, if any, for the Network
Upgrades, including any tax gross-up or other tax-related payments associated
with Network Upgrades, and not refunded to Interconnection Customer pursuant
to Article 5.17.8 or otherwise, to be paid to Interconnection Customer on a dollar-
for-dollar basis for the non-usage sensitive portion of transmission charges, as
payments are made under Distribution Provider’s Tariff and Affected System’s
Tariff for transmission services with respect to the Generating Facility. Any
repayment shall include interest calculated in accordance with the methodology
set forth in FERC’s regulations at 18 C.F.R. §35.19a(a)(2)(iii) from the date of
any payment for Network Upgrades through the date on which the
Interconnection Customer receives a repayment of such payment pursuant to this
subparagraph. Interconnection Customer may assign such repayment rights to
any person.
Notwithstanding the foregoing, Interconnection Customer, Distribution Provider,

and Affected System Operator may adopt any alternative payment schedule that is
mutually agreeable so long as Distribution Provider and Affected System
Operator take one of the following actions no later than five years from the
Commercial Operation Date: (1) return to Interconnection Customer any amounts
advanced for Network Upgrades not previously repaid, or (2) declare in writing
that Distribution Provider or Affected System Operator will continue to provide
payments to Interconnection Customer on a dollar-for-dollar basis for the non
usage sensitive portion of transmission charges, or develop an alternative
schedule that is mutually agreeable and provides for the return of all amounts
advanced for Network Upgrades not previously repaid; however, full
reimbursement shall not extend beyond twenty (20) years from the Commercial
Operation Date.
Page No. 46
If the Generating Facility fails to achieve commercial operation, but it or another

Generating Facility is later constructed and makes use of the Network Upgrades,
Distribution Provider and Affected System Operator shall at that time reimburse
Interconnection Customer for the amounts advanced for the Network Upgrades.
Before any such reimbursement can occur, the Interconnection Customer, or the
entity that ultimately constructs the Generating Facility, if different, is responsible
for identifying the entity to which reimbursement must be made.
11.4.2 Special Provisions for Affected Systems. Unless Distribution Provider

provides, under the GIA, for the repayment of amounts advanced to Affected
System Operator for Network Upgrades, Interconnection Customer and Affected
System Operator shall enter into an agreement that provides for such repayment.
The agreement shall specify the terms governing payments to be made by
Interconnection Customer to the Affected System Operator as well as the
repayment by the Affected System Operator.
11.4.3 Notwithstanding any other provision of this GIA, nothing herein shall be
construed as relinquishing or foreclosing any rights, including but not limited to
firm transmission rights, capacity rights, transmission congestion rights, or
transmission credits, that Interconnection Customer, shall be entitled to, now or in
the future under any other agreement or tariff as a result of, or otherwise
associated with, the transmission capacity, if any, created by the Network
Upgrades, including the right to obtain cash reimbursements or transmission
credits for transmission service that is not associated with the Generating Facility.
11.5 Provision of Interconnection Financial Security. The Interconnection Customer is

obligated to provide all necessary Interconnection Financial Security required under
Section 5.9 of the GIP in a manner acceptable under Section 5.9 of the GIP.
Article 12. Invoice
12.1 General. Each Party shall submit to the other Party, on a monthly basis, invoices of
amounts due for the preceding month. Each invoice shall state the month to which the
invoice applies and fully describe the services and equipment provided. The Parties may
discharge mutual debts and payment obligations due and owing to each other on the same
date through netting, in which case all amounts a Party owes to the other Party under this
GIA, including interest payments or credits, shall be netted so that only the net amount
remaining due shall be paid by the owing Party.
12.2 Final Invoice. Within twelve (12) months after completion of the construction of
Distribution Provider’s Interconnection Facilities, Distribution Upgrades, and the
Network Upgrades, Distribution Provider shall provide an invoice of the final cost of the
construction of Distribution Provider’s Interconnection Facilities, Distribution Upgrades,
and the Network Upgrades and shall set forth such costs in sufficient detail to enable
Interconnection Customer to compare the actual costs with the estimates and to ascertain
Page No. 47
deviations, if any, from the cost estimates. Distribution Provider shall refund to
Interconnection Customer any amount by which the actual payment by Interconnection
Customer for estimated costs exceeds the actual costs of construction within thirty (30)
Calendar Days of the issuance of such final construction invoice.
12.3 Payment. Invoices shall be rendered to the paying Party at the address specified in
Appendix F. The Party receiving the invoice shall pay the invoice within thirty (30)
Calendar Days of receipt. All payments shall be made in immediately available funds
payable to the other Party, or by wire transfer to a bank named and account designated by
the invoicing Party. Payment of invoices by either Party will not constitute a waiver of
any rights or claims either Party may have under this GIA.
12.4 Disputes. In the event of a billing dispute between Distribution Provider and
Interconnection Customer, Distribution Provider shall continue to provide
Interconnection Service under this GIA as long as Interconnection Customer: (i)
continues to make all payments not in dispute; and (ii) pays to Distribution Provider or
into an independent escrow account the portion of the invoice in dispute, pending
resolution of such dispute. If Interconnection Customer fails to meet these two
requirements for continuation of service, then Distribution Provider may provide notice
to Interconnection Customer of a Default pursuant to Article 17. Within thirty (30)
Calendar Days after the resolution of the dispute, the Party that owes money to the other
Party shall pay the amount due with interest calculated in accord with the methodology
set forth in FERC’s regulations at 18 CFR § 35.19a(a)(2)(iii).
Article 13. Emergencies
13.1 Definition. “Emergency Condition” shall mean a condition or situation: (i) that in the
judgment of the Party making the claim is imminently likely to endanger life or property;
or (ii) that, in the case of Distribution Provider, is imminently likely (as determined in a
non-discriminatory manner) to cause a material adverse effect on the security of, or
damage to the Distribution System, Distribution Provider’s Interconnection Facilities or
the Transmission Systems of others to which the Distribution System is directly
connected; or (iii) that, in the case of Interconnection Customer, is imminently likely (as
determined in a non-discriminatory manner) to cause a material adverse effect on the
security of, or damage to, the Generating Facility or Interconnection Customer’s
Interconnection Facilities’ System restoration and black start shall be considered
Emergency Conditions; provided, that Interconnection Customer is not obligated by this
GIA to possess black start capability.
13.2 Obligations. Each Party shall comply with the Emergency Condition procedures of the
ISO, NERC, the Applicable Reliability Council, Applicable Reliability Standards,
Applicable Laws and Regulations, and any emergency procedures set forth in this GIA.
13.3 Notice. Distribution Provider shall notify Interconnection Customer promptly when it
becomes aware of an Emergency Condition that affects Distribution Provider’s
Interconnection Facilities, Distribution System or the Transmission System that may
Page No. 48
reasonably be expected to affect Interconnection Customer’s operation of the Generating

Facility or Interconnection Customer’s Interconnection Facilities. Interconnection
Customer shall notify Distribution Provider promptly when it becomes aware of an
Emergency Condition that affects the Generating Facility or Interconnection Customer’s
Interconnection Facilities that may reasonably be expected to affect the Distribution
System, Transmission System or Distribution Provider’s Interconnection Facilities. To
the extent information is known, the notification shall describe the Emergency Condition,
the extent of the damage or deficiency, the expected effect on the operation of
Interconnection Customer’s or Distribution Provider’s facilities and operations, its
anticipated duration and the corrective action taken and/or to be taken. The initial notice
shall be followed as soon as practicable with written notice.
13.4 Immediate Action. Unless, in Interconnection Customer’s reasonable judgment,

immediate action is required, Interconnection Customer shall obtain the consent of
Distribution Provider, such consent to not be unreasonably withheld, prior to performing
any manual switching operations at the Generating Facility or Interconnection
Customer’s Interconnection Facilities in response to an Emergency Condition either
declared by Distribution Provider or otherwise regarding the Distribution System.
13.5 Distribution Provider Authority.
13.5.1 General. Distribution Provider may take whatever actions or inactions with
regard to the Distribution System and Transmission System or Distribution
Provider’s Interconnection Facilities it deems necessary during an Emergency
Condition in order to (i) preserve public health and safety, (ii) preserve the
reliability of the Distribution System and Transmission System or Distribution
Provider’s Interconnection Facilities, (iii) limit or prevent damage, and
(iv) expedite restoration of service.
Distribution Provider shall use Reasonable Efforts to minimize the effect of such
actions or inactions on the Generating Facility or Interconnection Customer’s
Interconnection Facilities. Distribution Provider may, on the basis of technical
considerations, require the Generating Facility to mitigate an Emergency
Condition by taking actions necessary and limited in scope to remedy the
Emergency Condition, including, but not limited to, directing Interconnection
Customer to shut-down, start-up, increase or decrease the real or reactive power
output of the Generating Facility; implementing a reduction or disconnection
pursuant to Article 13.5.2; directing Interconnection Customer to assist with
blackstart (if available) or restoration efforts; or altering the outage schedules of
the Generating Facility and Interconnection Customer’s Interconnection Facilities.
Interconnection Customer shall comply with all of Distribution Provider’s
operating instructions concerning Generating Facility real power and reactive
power output within the manufacturer’s design limitations of the Generating
Facility’s equipment that is in service and physically available for operation at the
time, in compliance with Applicable Laws and Regulations.
Page No. 49
13.5.2 Reduction and Disconnection. Distribution Provider may reduce

Interconnection Service or disconnect the Generating Facility or Interconnection
Customer’s Interconnection Facilities, when such, reduction or disconnection is
necessary under Good Utility Practice due to Emergency Conditions. These
rights are separate and distinct from any right of curtailment of the ISO pursuant
to the ISO Tariff. When Distribution Provider can schedule the reduction or
disconnection in advance, Distribution Provider shall notify Interconnection
Customer of the reasons, timing and expected duration of the reduction or
disconnection. Distribution Provider shall coordinate with Interconnection
Customer using Good Utility Practice to schedule the reduction or disconnection
during periods of least impact to Interconnection Customer and Distribution
Provider. Any reduction or disconnection shall continue only for so long as
reasonably necessary under Good Utility Practice. The Parties shall cooperate
with each other to restore the Generating Facility, the Interconnection Facilities,
and the Distribution System to their normal operating state as soon as practicable
consistent with Good Utility Practice.
13.6 Interconnection Customer Authority. Consistent with Good Utility Practice and the
GIA and the GIP, Interconnection Customer may take actions or inactions with regard to
the Generating Facility or Interconnection Customer’s Interconnection Facilities during
an Emergency Condition in order to (i) preserve public health and safety, (ii) preserve the
reliability of the Generating Facility or Interconnection Customer’s Interconnection
Facilities, (iii) limit or prevent damage, and (iv) expedite restoration of service.
Interconnection Customer shall use Reasonable Efforts to minimize the effect of such
actions or inactions on the Distribution System and Distribution Provide?s
Interconnection Facilities. Distribution Provider shall use Reasonable Efforts to assist
Interconnection Customer in such actions.
13.7 Limited Liability. Except as otherwise provided in Article 11.6.1 of this GIA, neither
Party shall be liable to the other for any action it takes in responding to an Emergency
Condition so long as such action is made in good faith and is consistent with Good Utility
Practice.
Article 14. Regulatory Requirements and Governing Law
14.1 Regulatory Requirements. Each Party’s obligations under this GIA shall be subject to
its receipt of any required approval or certificate from one or more Governmental
Authorities in the form and substance satisfactory to the applying Party, or the Party
making any required filings with, or providing notice to, such Governmental Authorities,
and the expiration of any time period associated therewith. Each Party shall in good faith
seek and use its Reasonable Efforts to obtain such other approvals. Nothing in this GIA
shall require Interconnection Customer to take any action that could result in its inability
to obtain, or its loss of, status or exemption under the Federal Power Act, the Public
Utility Holding Company Act of 1935, as amended, or the Public Utility Regulatory
Policies Act of 1978.
Page No. 50
14.2 Governing Law.
14.2.1 The validity, interpretation and performance of this GIA and each of its
provisions shall be governed by the laws of the state where the Point of
Interconnection is located, without regard to its conflicts of law principles.
14.2.2 This GIA is subject to all Applicable Laws and Regulations.
14.2.3 Each Party expressly reserves the right to seek changes in, appeal, or otherwise
contest any laws, orders, rules, or regulations of a Governmental Authority.
Article 15. Notices.
15.1 General. Unless otherwise provided in this GIA, 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
personally delivered to the Party, at the address set out in Appendix F, Addresses for
Delivery of Notices and Billings.
Either Party may change the notice information in this GIA by giving five (5) Business
Days written notice prior to the effective date of the change.
15.2 Billings and Payments. Billings and payments shall be sent to the addresses set out in
Appendix F.
15.3 Alternative Forms of Notice. 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, facsimile or email to the telephone numbers and email addresses set
out in Appendix F.
15.4 Operations and Maintenance Notice. Each Party shall notify the other Party in writing
of the identity of the person(s) that it designates as the point(s) of contact with respect to
the implementation of Articles 9 and 10.
Article 16. Uncontrollable Force
16.1 Uncontrollable Force.
16.1.1 Economic hardship is not considered an Uncontrollable Force event.
16.1.2 Neither Party shall be considered to be in Default with respect to any obligation
hereunder, (including obligations under Article 4), other than the obligation to pay
money when due, if prevented from fulfilling such obligation by Uncontrollable
Page No. 51
Force. A Party unable to fulfill any obligation hereunder (other than an obligation
to pay money when due) by reason of an 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 article shall be confirmed in
writing as soon as reasonably possible and shall specifically state 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.
Article 17. Default
17.1 Default
17.1.1 General. No Default shall exist where such failure to discharge an obligation
(other than the payment of money) is the result of an Uncontrollable Force as
defined in this GIA or the result of an act of omission of the other Party. Upon a
Breach, the non-breaching Party shall give written notice of such Breach to the
breaching Party. Except as provided in Article 17.1.2, the breaching Party shall
have thirty (30) Calendar Days from receipt of the Default notice within which to
cure such Breach; provided however, if such Breach is not capable of cure within
thirty (30) Calendar Days, the breaching Party shall commence such cure within
thirty (30) Calendar Days after notice and continuously and diligently complete
such cure within ninety (90) Calendar Days from receipt of the Default notice;
and, if cured within such time, the Breach specified in such notice shall cease to
exist.
17.1.2 Right to Terminate. If a Breach is not cured as provided in this article, or if a

Breach is not capable of being cured within the period provided for herein, the
non-breaching Party shall have the right to declare a Default and terminate this
GIA by written notice at any time until cure occurs, and be relieved of any further
obligation hereunder and, whether or not that Party terminates this GIA, to
recover from the breaching Party all amounts due hereunder, plus all other
damages and remedies to which it is entitled at law or in equity. The provisions
of this article will survive tennination of this GIA.
Article 18. Indemnity, Consequential Damages and Insurance
18.1 Indemnity. The Parties shall at all times indemnify, defend, and hold the other Party
harmless from, any and all damages, losses, 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,
arising out of or resulting from the other Party’s action or inactions of its obligations
Page No. 52
under this GIA on behalf of the Indemnifying Party, except in cases of gross negligence
or intentional wrongdoing by the Indemnified Party.
18.1.1 Indemnified Person. If an Indemnified Person is entitled to indemnification

under this Article 18 as a result of a claim by a third party, and the Indemnifying
Party fails, after notice and reasonable opportunity to proceed under Article 18.1,
to assume the defense of such claim, such Indemnified Person may at the expense
of the Indemnifying Party contest, settle or consent to the entry of any judgment
with respect to, or pay in full, such claim.
18.1.2 Indemiiifying Party. If an Indemnifying Party is obligated to indemnify and

hold any Indemnified Person harmless under this Article 18, the amount owing to
the Indemnified Person shall be the amount of such Indemnified Person’s actual
Loss, net of any insurance or other recovery.
18.1.3 Indemnity Procedures. Promptly after receipt by an Indemnified Person of any

claim or notice of the commencement of any action or administrative or legal
proceeding or investigation as to which the indemnity provided for in Article 18.1
may apply, the Indemnified Person shall notify the Indemnifying Party of such
fact. Any failure of or delay in such notification shall not affect a Party’s
indemnification obligation unless such failure or delay is materially prejudicial to
the Indemnifying Party.
The Indemnifying Party shall have the right to assume the defense thereof with
counsel designated by such Indemnifying Party and reasonably satisfactory to the
Indemnified Person. If the defendants in any such action include one or more
Indemnified Persons and the Indemnifying Party and if the Indemnified Person
reasonably concludes that there may be legal defenses available to it and/or other
Indemnified Persons which are different from or additional to those available to
the Indemnifying Party, the Indemnified Person shall have the right to select
separate counsel to assert such legal defenses and to otherwise participate in the
defense of such action on its own behalf. In such instances, the Indemnifying
Party shall only be required to pay the fees and expenses of one additional
attorney to represent an Indemnified Person or Indemnified Persons having such
differing or additional legal defenses.
The Indemnified Person shall be entitled, at its expense, to participate in any such
action, suit or proceeding, the defense of which has been assumed by the
Indemnifying Party. Notwithstanding the foregoing, the Indemnifying Party (i)
shall not be entitled to assume and control the defense of any such action, suit or
proceedings if and to the extent that, in the opinion of the Indemnified Person and
its counsel, such action, suit or proceeding involves the potential imposition of
criminal liability on the Indemnified Person, or there exists a conflict or adversity
of interest between the Indemnified Person and the Indemnifying Party, in such
event the Indemnifying Party shall pay the reasonable expenses of the
Indemnified Person, and (ii) shall not settle or consent to the entry of any
Page No. 53
judgment in any action, suit or proceeding without the consent of the Indemnified
Person, which shall not be reasonably withheld, conditioned or delayed.
18.2 Consequential Damages. Other than the Liquidated Damages heretofore described, in
no event shall either Party be liable under any provision of this GIA 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
the other Party under another agreement will not be considered to be special, indirect,
incidental, or consequential damages hereunder.
18.3 Insurance. Each party shall, at its own expense, maintain in force throughout the period
of this GIA, and until released by the other Party, the following minimum insurance
coverages, with insurers authorized to do business in the state where the Point of
Interconnection is located:
18.3.1 Employers’ Liability and Workers’ Compensation Insurance providing statutory

benefits in accordance with the laws and regulations of the state in which the
Point of Interconnection is located.
18.3.2 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.
18.3.3 Comprehensive 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.
18.3.4 Excess Public Liability Insurance over and above the Employers’ Liability
Commercial General Liability and Comprehensive 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.
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18.3.5 The Commercial General Liability Insurance, Comprehensive Automobile

Insurance and Excess Public Liability Insurance policies shall name the other
Party, its parent, associated and Affiliate companies and their respective 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 GIA 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.

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. Each
Party shall be responsible for its respective deductibles or retentions.

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 GIA, which coverage may be in the form of tail
coverage or extended reporting period coverage if agreed by the Parties.
18.3.8 The requirements contained herein as to the types and limits of all insurance to be
maintained by the Parties are not intended to and shall not in any manner, limit or
qualify the liabilities and obligations assumed by the Parties under this GIA.
18.3.9 Within ten (10) days following execution of this GIA, and as soon as practicable
after the end of each fiscal year or at the renewal of the insurance policy and in
any event within ninety (90) days thereafter, each Party shall provide certification
of all insurance required in this GIA, executed by each insurer or by an authorized
representative of each insurer.
18.3.10 Notwithstanding the foregoing, each Party may self-insure to meet the minimum
insurance requirements of Articles 18.3.2 through 18.3.8 to the extent it maintains
a self-insurance program; provided that, such Party’s senior secured debt is rated
at investment grade or better by Standard & Poor’s and that its self-insurance
program meets the minimum insurance requirements of Articles 18.3.2 through
18.3.8. For any period of time that a Party’s senior secured debt is unrated by
Standard & Poor’s or is rated at less than investment grade by Standard & Poor’s,
such Party shall comply with the insurance requirements applicable to it under
Articles 18.3.2 through 18.3.9. In the event that a Party is permitted to self-insure
pursuant to this article, it shall notify the other Party that it meets the requirements
Page No. 55
to self-insure and that its self-insurance program meets the minimum insurance
requirements in a manner consistent with that specified in Article 18.3.9.
18.3.11 The Parties agree to report to each other 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 GIA.
Article 19. Assignment
19.1 Assignment. This GIA may be assigned by either Party only with the written consent of
the other; provided that either Party may assign this GIA without the consent of the other
Party to any Affiliate of the assigning Party with an equal or greater credit rating and with
the legal authority and operational ability to satisfy the obligations of the assigning Party
under this GIA; and provided further that Interconnection Customer shall have the right
to assign this GIA, without the consent of Distribution Provider, for collateral security
purposes to aid in providing financing for the Generating Facility, provided that
Interconnection Customer will promptly notify Distribution Provider of any such
assignment. Any financing arrangement entered into by Interconnection Customer
pursuant to this article will provide that prior to or upon the exercise of the secured
party’s, trustee’s or mortgagee’s assignment rights pursuant to said arrangement, the
secured creditor, the trustee or mortgagee will notify Distribution Provider of the date and
particulars of any such exercise of assignment right(s), including providing the
Distribution Provider with proof that it meets the requirements of Articles 11.5 and 18.3.
Any attempted assignment that violates this article is void and ineffective. Any
assigmnent under this GIA shall not relieve a Party of its obligations, nor shall a Party’s
obligations be enlarged, in whole or in part, by reason thereof. Where required, consent
to assignment will not be unreasonably withheld, conditioned or delayed.
Article 20. Severability
20.1 Severability. If any provision in this GIA is finally determined to be invalid, void or
unenforceable by any court or other Governmental Authority having jurisdiction, such
determination shall not invalidate, void or make unenforceable any other provision,
agreement or covenant of this GIA; provided that if Interconnection Customer (or any
third party, but only if such third party is not acting at the direction of Distribution
Provider) seeks and obtains such a final determination with respect to any provision of
the Alternate Option (Article 5.1.2), or the Negotiated Option (Article 5.1.4), then none
of these provisions shall thereafter have any force or effect and the Parties’ rights and
obligations shall be governed solely by the Standard Option (Article 5.1.1).
Article 21. Comparability
21.1 Comparability. The Parties will comply with all applicable comparability and code of
conduct laws, rules and regulations, as amended from time to time.
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Article 22. Confidentiality
22.1 Confidentiality. Confidential Information shall include, without limitation, all

information relating to a Party’s technology, research and development, business affairs,
and pricing, and any information supplied by either of the Parties to the other prior to the
execution of this GIA.
Information is Confidential Information only if it is clearly designated or marked in

writing as confidential on the face of the document, or, if the information is conveyed
orally or by inspection, if the Party providing the information orally informs the Party
receiving the information that the information is confidential.
If requested by either Party, the other Party shall provide in writing, the basis for
asserting that the information referred to in this Article 22 warrants confidential
treatment, and the requesting Party may disclose such writing to the appropriate
Governmental Authority. Each Party shall be responsible for the costs associated with
affording confidential treatment to its information.
22.1.1 Term. During the term of this GIA, and for a period of three (3) years after the
expiration or termination of this GIA, except as otherwise provided in this Article
22, each Party shall hold in confidence and shall not disclose to any person
Confidential Information.
22.1.2 Scope. Confidential Information shall not include information that the receiving
Party can demonstrate: (1) is generally available to the public other than as a
result of a disclosure by the receiving Party; (2) was in the lawful possession of
the receiving Party on a non-confidential basis before receiving it from the
disclosing Party; (3) was supplied to the receiving Party without restriction by a
third party, who, to the knowledge of the receiving Party after due inquiry, was
under no obligation to the disclosing Party to keep such information confidential;
(4) was independently developed by the receiving Party without reference to
Confidential Information of the disclosing Party; (5) is, or becomes, publicly
known, through no wrongful act or omission of the receiving Party or Breach of
this GIA; or (6) is required, in accordance with Article 22.1.7 of the GIA, Order
of Disclosure, to be disclosed by any Governmental Authority or is otherwise
required to be disclosed by law or subpoena, or is necessary in any legal
proceeding establishing rights and obligations under this GIA. Information
designated as Confidential Information will no longer be deemed confidential if
the Party that designated the information as confidential notifies the other Party
that it no longer is confidential.
22.1.3 Release of Confidential Information. Neither Party shall release or disclose

Confidential Information to any other person, except to its Affiliates (limited by
the Standards of Conduct requirements), subcontractors, employees, consultants,
or to parties who may be or considering providing financing to or equity
participation with Interconnection Customer, or to potential purchasers or
Page No. 57
assignees of Interconnection Customer, on a need-to-know basis in connection

with this GIA, unless such person has first been advised of the confidentiality
provisions of this Article 22 and has agreed to comply with such provisions.
Notwithstanding the foregoing, a Party providing Confidential Information to any
person shall remain primarily responsible for any release of Confidential
Information in contravention of this Article 22.
22.1.4 Rights. Each Party retains all rights, title, and interest in the Confidential
Information that each Party discloses to the other Party. The disclosure by each
Party to the other Party of Confidential Information shall not be deemed a waiver
by either Party or any other person or entity of the right to protect the Confidential
Information from public disclosure.
22.1.5 No Warranties. By providing Confidential Information, neither Party makes any

warranties or representations as to its accuracy or completeness. In addition, by
supplying Confidential Information, neither Party obligates itself to provide any
particular information or Confidential Information to the other Party nor to enter
into any further agreements or proceed with any other relationship or joint
venture.
22.1.6 Standard of Care. Each Party shall use at least the same standard of care to
protect Confidential Information it receives as it uses to protect its own
Confidential Information from unauthorized disclosure, publication or
dissemination. Each Party may use Confidential Information solely to fulfill its
obligations to the other Party under this GIA or its regulatory requirements.
22.1.7 Order of Disclosure. If a court or a Government Authority or entity with the

right, power, and apparent authority to do so requests or requires either Party, by
subpoena, oral deposition, interrogatories, requests for production of documents,
administrative order, or otherwise, to disclose Confidential Information, that Party
shall provide the other Party with prompt notice of such request(s) or
requirement(s) so that the other Party may seek an appropriate protective order or
waive compliance with the terms of this GIA. Notwithstanding the absence of a
protective order or waiver, the Party may disclose such Confidential Information
which, in the opinion of its counsel, the Party is legally compelled to disclose.
Each Party will use Reasonable Efforts to obtain reliable assurance that
confidential treatment will be accorded any Confidential Infonnation so
furnished.
22.1.8 Termination of Agreement. Upon termination of this GIA for any reason, each
Party shall, within ten (10) Calendar Days of receipt of a written request from the
other Party, use Reasonable Efforts to destroy, erase, or delete (with such
destruction, erasure, and deletion certified in writing to the other Party) or return
to the other Party, without retaining copies thereof, any and all written or
electronic Confidential Information received from the other Party.
Page No. 58
22.1.9 Remedies. The Parties agree that monetary damages would be inadequate to
compensate a Party for the other Party’s Breach of its obligations under this
Article 22. Each Party accordingly agrees that the other Party shall be entitled to
equitable relief, by way of injunction or otherwise, if the first Party Breaches or
threatens to Breach its obligations under this Article 22, which equitable relief
shall be granted without bond or proof of damages, and the receiving Party shall
not plead in defense that there would be an adequate remedy at law. Such remedy
shall not be deemed an exclusive remedy for the Breach of this Article 22, but
shall be in addition to all other remedies available at law or in equity. The Parties
further acknowledge and agree that the covenants contained herein are necessary
for the protection of legitimate business interests and are reasonable in scope. No
Party, however, shall be liable for indirect, incidental, or consequential or punitive
damages of any nature or kind resulting from or arising in connection with this
Article 22.
22.1.10 Disclosure to FERC, its Staff, or a State. Notwithstanding anything in this

Article 22 to the contrary, and pursuant to 18 CFR section lb.20, if FERC or its
staff, during the course of an investigation or otherwise, requests information
from one of the Parties that is otherwise required to be maintained in confidence
pursuant to this GIA, the Party shall provide the requested information to FERC
or its staff, within the time provided for in the request for information. In
providing the information to FERC or its staff, the Party must, consistent with 18
CFR section 3 88.112, request that the information be treated as confidential and
non-public by FERC and its staff and that the information be withheld from
public disclosure. Parties are prohibited from notifving the other Party to this
GIA prior to the release of the Confidential Information to FERC or its staff. The
Party shall notify the other Party to the GIA when it is notified by FERC or its
staff that a request to release Confidential Information has been received by
FERC, at which time either of the Parties may respond before such information
would be made public, pursuant to 18 CFR section 388.112. Requests from a
state regulatory body conducting a confidential investigation shall be treated in a
similar manner if consistent with the applicable state rules and regulations.
22.1.11 Subject to the exception in Article 22.1.10, any information that a Party claims is
competitively sensitive, commercial or financial information under this GIA
(“Confidential Information”) shall not be disclosed by the other Party to any
person not employed or retained by the other Party, except to the extent disclosure
is (i) required by law; (ii) reasonably deemed by the disclosing Party to be
required to be disclosed in connection with a dispute between or among the
Parties, or the defense of litigation or dispute; (iii) otherwise permitted by consent
of the other Party, such consent not to be unreasonably withheld; or (iv) necessary
to fulfill its obligations under this GIA or as a transmission service provider or a
Control Area operator including disclosing the Confidential Information to an
RTO or ISO or to a regional or national reliability organization. The Party
asserting confidentiality shall notify the other Party in writing of the infonriation
it claims is confidential. Prior to any disclosures of the other Party’s Confidential
Page No. 59
Information under this subparagraph, or if any third party or Govermnental

Authority makes any request or demand for any of the information described in
this subparagraph, the disclosing Party agrees to promptly notify the other Party
in writing and agrees to assert confidentiality and cooperate with the other Party
in seeking to protect the Confidential Information from public disclosure by
confidentiality agreement, protective order or other reasonable measures.
Article 23. Environmental Releases
23.1 Each Party shall notify the other Party, first orally and then in writing, of the release of
any Hazardous Substances, any asbestos or lead abatement activities, or any type of
remediation activities related to the Generating Facility or the Interconnection Facilities,
each of which may reasonably be expected to affect the other Party. The notifying Party
shall: (i) provide the notice as soon as practicable, provided such Party makes a good
faith effort to provide the notice no later than twenty-four hours after such Party becomes
aware of the occurrence; and (ii) promptly furnish to the other Party copies of any
publicly available reports filed with any Governmental Authorities addressing such
events.
Article 24. Information Requirements
24.1 Information Acquisition. Distribution Provider and Interconnection Customer shall

submit specific information regarding the electrical characteristics of their respective
facilities to each other as described below and in accordance with Applicable Reliability
Standards.
24.2 Information Submission by Distribution Provider. The initial infonnation submission

by Distribution Provider shall occur no later than one hundred eighty (180) Calendar
Days prior to Trial Operation and shall include Distribution System and Transmission
System information necessary to allow Interconnection Customer to select equipment and
meet any system protection and stability requirements, unless otherwise agreed to by the
Parties. On a monthly basis Distribution Provider shall provide Interconnection
Customer a status report on the construction and installation of Distribution Provider’s
Interconnection Facilities, Distribution Upgrades, and Network Upgrades, including, but
not limited to, the following information: (1) progress to date; (2) a description of the
activities since the last report; (3) a description of the action items for the next period;
and (4) the delivery status of equipment ordered.
24.3 Updated Information Submission by Interconnection Customer. The updated

information submission by Interconnection Customer, including manufacturer
infonnation, shall occur no later than one hundred eighty (180) Calendar Days prior to
the Trial Operation. Interconnection Customer shall submit a completed copy of the
Generating Facility data requirements contained in Appendix 1 to the GIP. It shall also
include any additional information provided to Distribution Provider for the Feasibility
and Facilities Study. Information in this submission shall be the most current Generating
Facility design or expected performance data. Information submitted for stability models
Page No. 60
shall be compatible with Distribution Provider standard models. If there is no compatible

model, Interconnection Customer will work with a consultant mutually agreed to by the
Parties to develop and supply a standard model and associated infonnation.
If Interconnection Customer’s data is materially different from what was originally

provided to Distribution Provider pursuant to the Interconnection Study Agreement
between Distribution Provider and Interconnection Customer, then Distribution Provider
will conduct appropriate studies to determine the impact on Distribution Provider
Distribution System and Transmission System based on the actual data submitted
pursuant to this Article 24.3. The Interconnection Customer shall not begin Trial
Operation until such studies are completed.
24.4 Information Supplementation. Prior to the Trial Operation Date, the Parties shall
supplement their information submissions described above in this Article 24 with any and
all “as-built” Generating Facility information or “as-tested” performance information that
differs from the initial submissions or, alternatively, written confirmation that no such
differences exist. The Interconnection Customer shall conduct tests on the Generating
Facility as required by Good Utility Practice such as an open circuit “step voltage” test on
the Generating Facility to verify proper operation of the Generating Facility’s automatic
voltage regulator.
Unless otherwise agreed, the test conditions shall include: (1) Generating Facility at
synchronous speed; (2) automatic voltage regulator on and in voltage control mode; and
(3) a five percent change in Generating Facility terminal voltage initiated by a change in
the voltage regulators reference voltage. Interconnection Customer shall provide
validated test recordings showing the responses of Generating Facility terminal and field
voltages. In the event that direct recordings of these voltages is impractical, recordings of
other voltages or currents that mirror the response of the Generating Facility’s terminal or
field voltage are acceptable if infonnation necessary to translate these alternate quantities
to actual Generating Facility terminal or field voltages is provided. Generating Facility
testing shall be conducted and results provided to Distribution Provider for each
individual generating unit in a station.
Subsequent to the Commercial Operation Date, Interconnection Customer shall provide

Distribution Provider any infonnation changes due to equipment replacement, repair, or
adjustment. Distribution Provider shall provide Interconnection Customer any
information changes due to equipment replacement, repair or adjustment in the directly
connected substation or any adjacent Distribution Provider-owned substation that may
affect Interconnection Customer’s Interconnection Facilities equipment ratings,
protection or operating requirements. The Parties shall provide such information no later
than thirty (30) Calendar Days after the date of the equipment replacement, repair or
adjustment.
Article 25. Information Access and Audit Rights

Page No. 61
25.1 Information Access. Each Party (the “disclosing Party”) shall make available to the
other Party information that is in the possession of the disclosing Party and is necessary
in order for the other Party to: (i) verify the costs incurred by the disclosing Party for
which the other Party is responsible under this GIA; and (ii) carry out its obligations and
responsibilities under this GIA. The Parties shall not use such information for purposes
other than those set forth in this Article 25.1 and to enforce their rights under this GIA.
25.2 Reporting of Non-Uncontrollable Force Events. Each Party (the “notifying Party”)
shall notify the other Party when the notifying Party becomes aware of its inability to
comply with the provisions of this GIA for a reason other than an Uncontrollable Force
event. The Parties agree to cooperate with each other and provide necessary information
regarding such inability to comply, including the date, duration, reason for the inability to
comply, and corrective actions taken or planned to be taken with respect to such inability
to comply. Notwithstanding the foregoing, notification, cooperation or information
provided under this article shall not entitle the Party receiving such notification to allege
a cause for anticipatory breach of this GIA.
25.3 Audit Rights. Subject to the requirements of confidentiality under Article 22 of this
GIA, each Party shall have the right, during normal business hours, and upon prior
reasonable notice to the other Party, to audit at its own expense the other Party’s accounts
and records pertaining to either Party’s performance or either Party’s satisfaction of
obligations under this GIA. Such audit rights shall include audits of the other Party’s
costs, calculation of invoiced amounts, Distribution Provider’s efforts to allocate
responsibility for interruption or reduction of generation on the Distribution System, and
each Party’s actions in an Emergency Condition. Any audit authorized by this article
shall be perfonried at the offices where such accounts and records are maintained and
shall be limited to those portions of such accounts and records that relate to each Party’s
performance and satisfaction of obligations under this GIA. Each Party shall keep such
accounts and records for a period equivalent to the audit rights periods described in
Article 25.4.
25.4 Audit Rights Periods.
25.4.1 Audit Rights Period for Construction-Related Accounts and Records.

Accounts and records related to the design, engineering, procurement, and
construction of Distribution Provider’s Interconnection Facilities, Distribution
Upgrades, and Network Upgrades shall be subject to audit for a period of twenty-
four months following Distribution Provider’s issuance of a final invoice in
accordance with Article 12.2.
25.4.2 Audit Rights Period for All Other Accounts and Records. Accounts and
records related to either Party’s performance or satisfaction of all obligations
under this GIA other than those described in Article 25.4.1 shall be subject to
audit as follows: (i) for an audit relating to cost obligations, the applicable audit
rights period shall be twenty-four months after the auditing Party’s receipt of an
invoice giving rise to such cost obligations; and (ii) for an audit relating to all
Page No. 62
other obligations, the applicable audit rights period shall be twenty-four months
after the event for which the audit is sought.
25.5 Audit Results. If an audit by a Party determines that an overpayment or an

underpayment has occurred, a notice of such overpayment or underpayment shall be
given to the other Party together with those records from the audit which support such
determination.
Article 26. Subcontractors
26.1 General. Nothing in this GIA shall prevent a Party from utilizing the services of any
subcontractor as it deems appropriate to perform its obligations under this GIA; provided,
however, that each Earty shall require its subcontractors to comply with all applicable
terms and conditions of this GIA in providing such services and each Party shall remain
primarily liable to the other Party for the performance of such subcontractor.
26.2 Responsibility of Principal. The creation of any subcontract relationship shall not
relieve the hiring Party of any of its obligations under this GIA. The hiring Party shall be
fully responsible to the other Party for the acts or omissions of any subcontractor the
hiring Party hires as if no subcontract had been made; provided, however, that in no event
shall Distribution Provider be liable for the actions or inactions of Interconnection
Customer or its subcontractors with respect to obligations of Interconnection Customer
under Article 5 of this GIA. Any applicable obligation imposed by this GIA upon the
hiring Party shall be equally binding upon, and shall be construed as having application
to, any subcontractor of such Party.
26.3 No Limitation by Insurance. The obligations under this Article 26 will not be limited in
any way by any limitation of subcontractor’s insurance.
Article 27. Disputes
27.1 Submission. In the event either Party has a dispute, or asserts a claim, that arises out of
or in connection with this GIA or its performance, such Party (the “disputing Party”)
shall provide the other Party with written notice of the dispute or claim (“Notice of
Dispute”). Such dispute or claim shall be referred to a designated senior representative of
each Party for resolution on an informal basis as promptly as practicable after receipt of
the Notice of Dispute by the other Party. In the event the designated representatives are
unable to resolve the claim or dispute through unassisted or assisted negotiations within
thirty (30) Calendar Days of the other Party’s receipt of the Notice of Dispute, such claim
or dispute may, upon mutual agreement of the Parties, be submitted to arbitration and
resolved in accordance with the arbitration procedures set forth below. In the event the
Parties do not agree to submit such claim or dispute to arbitration, each Party may
exercise whatever rights and remedies it may have in equity or at law consistent with the
tenns of this GIA.
Page No. 63
27.2 External Arbitration Procedures. Any arbitration initiated under this GIA shall be
conducted before a single neutral arbitrator appointed by the Parties. If the Parties fail to
agree upon a single arbitrator within ten (10) Calendar Days of the submission of the
dispute to arbitration, each Party shall choose one arbitrator who shall sit on a three-
member arbitration panel. The two arbitrators so chosen shall within twenty (20)
Calendar Days select a third arbitrator to chair the arbitration panel. In either case, the
arbitrators shall be knowledgeable in electric utility matters, including electric
transmission and bulk power issues, and shall not have any current or past substantial
business or financial relationships with any party to the arbitration (except prior
arbitration). The arbitrator(s) shall provide each of the Parties an opportunity to be heard
and, except as otherwise provided herein, shall conduct the arbitration in accordance with
the Commercial Arbitration Rules of the American Arbitration Association (“Arbitration
Rules”) and any applicable FERC regulations; provided, however, in the event of a
conflict between the Arbitration Rules and the terms of this Article 27, the terms of this
Article 27 shall prevail.
27.3 Arbitration Decisions. Unless otherwise agreed by the Parties, the arbitrator(s) shall
render a decision within ninety (90) Calendar Days of appointment and shall notify the
Parties in writing of such decision and the reasons therefor. The arbitrator(s) shall be
authorized only to interpret and apply the provisions of this GIA and shall have no power
to modify or change any provision of this Agreement in any manner. The decision of the
arbitrator(s) shall be final and binding upon the Parties, and judgment on the award may
be entered in any court having jurisdiction. The decision of the arbitrator(s) may be
appealed solely on the grounds that the conduct of the arbitrator(s), or the decision itself,
violated the standards set forth in the Federal Arbitration Act or the Administrative
Dispute Resolution Act. The final decision of the arbitrator must also be filed with FERC
if it affects jurisdictional rates, terms and conditions of service, Interconnection Facilities,
Distribution Upgrades, or Network Upgrades.
27.4 Costs. Each Party shall be responsible for its own costs incurred during the arbitration
process and for the following costs, if applicable: (1) the cost of the arbitrator chosen by
the Party to sit on the three member panel and one half of the cost of the third arbitrator
chosen; or (2) one half the cost of the single arbitrator jointly chosen by the Parties.
Article 28. Representations, Warranties, and Covenants
28.1 General. Each Party makes the following representations, warranties and covenants:
28.1.1 Good Standing. Such Party is duly organized, validly existing and in good
standing under the laws of the state in which it is organized, formed, or
incorporated, as applicable; that it is qualified to do business in the state or states
in which the Generating Facility, Interconnection Facilities and Network
Upgrades owned by such Party, as applicable, are located; and that it has the
corporate power and authority to own its properties, to carry on its business as
now being conducted and to enter into this GIA and carry out the transactions
Page No. 64
contemplated hereby and perform and carry out all covenants and obligations on
its part to be performed under and pursuant to this GIA.
28.1.2 Authority. Such Party has the right, power and authority to enter into this GIA,
to become a Party hereto and to perform its obligations hereunder. This GIA is a
legal, valid and binding obligation of such Party, enforceable against such Party in
accordance with its terms, except as the enforceability thereof may be limited by
applicable bankruptcy, insolvency, reorganization or other similar laws affecting
creditors’ rights generally and by general equitable principles (regardless of
whether enforceability is sought in a proceeding in equity or at law).
28.1.3 No Conflict. The execution, delivery and performance of this GIA does not
violate or conflict with the organizational or formation documents, or bylaws or
operating agreement, of such Party, or any judgment, license, permit, order,
material agreement or instrument applicable to or binding upon such Party or any
of its assets.
28.1.4 Consent and Approval. Such Party has sought or obtained, or, in accordance
with this GIA will seek or obtain, each consent, approval, authorization, order, or
acceptance by any Governmental Authority in connection with the execution,
delivery and performance of this GIA, and it will provide to any Governmental
Authority notice of any actions under this GIA that are required by Applicable
Laws and Regulations.
Article 29. jReservedj
Article 30. Miscellaneous
30.1 Binding Effect. This GIA and the rights and obligations hereof, shall be binding upon
and shall inure to the benefit of the successors and assigns of the Parties hereto.
30.2 Conflicts. In the event of a conflict between the body of this GIA and any attachment,
appendices or exhibits hereto, the terms and provisions of the body of this GIA shall
prevail and be deemed the final intent of the Parties.
30.3 Rules of Interpretation. This GIA, unless a clear contrary intention appears, shall be
construed and interpreted as follows: (1) the singular number includes the plural number
and vice versa; (2) reference to any person includes such person’s successors and assigns
but, in the case of a Party, only if such successors and assigns are permitted by this GIA,
and reference to a person in a particular capacity excludes such person in any other
capacity or individually; (3) reference to any agreement (including this GIA), document,
instrument or tariff means such agreement, document, instrument, or tariff as amended or
modified and in effect from time to time in accordance with the terms thereof and, if
applicable, the terms hereof; (4) reference to any Applicable Laws and Regulations
means such Applicable Laws and Regulations as amended, modified, codified, or
reenacted, in whole or in part, and in effect from time to time, including, if applicable,
Page No. 65
rules and regulations promulgated thereunder; (5) unless expressly stated otherwise,
reference to any Article, Section or Appendix means such Article of this GIA or such
Appendix to this GIA, or such Section to the GIP or such Appendix to the GIP, as the
case may be; (6) “hereunder”, “hereof’, “herein”, “hereto” and words of similar import
shall be deemed references to this GIA as a whole and not to any particular Article or
other provision hereof or thereof, (7) “including” (and with correlative meaning
“include”) means including without limiting the generality of any description preceding
such term; and (8) relative to the determination of any period of time, “from” means
“from and including”, “to” means “to but excluding” and “through” means “through and
including”.
30.4 Entire Agreement. This GIA, including all Appendices and Schedules attached hereto,
constitutes the entire agreement between the Parties with reference to the subject matter
hereof, and supersedes all prior and contemporaneous understandings or agreements, oral
or written, between the Parties with respect to the subject matter of this GIA. There are
no other agreements, representations, warranties, or covenants which constitute any part
of the consideration for, or any condition to, either Party’s compliance with its
obligations under this GIA.
30.5 No Third Party Beneficiaries. This GIA is not intended to and does not create rights,
remedies, or benefits of any character whatsoever in favor of any persons, corporations,
associations, or entities other than the Parties, and the obligations herein assumed are
solely for the use and benefit of the Parties, their successors in interest and, where
permitted, their assigns.
30.6 Waiver. The failure of a Party to this GIA to insist, on any occasion, upon strict
performance of any provision of this GIA will not be considered a waiver of any
obligation, right, or duty of, or imposed upon, such Party.
Any waiver at any time by either Party of its rights with respect to this GIA shall not be
deemed a continuing waiver or a waiver with respect to any other failure to comply with
any other obligation, right, duty of this GIA. Termination or Default of this GIA for any
reason by Interconnection Customer shall not constitute a waiver of Interconnection
Customer’s legal rights to obtain an interconnection from Distribution Provider. Any
waiver of this GIA shall, if requested, be provided in writing.
30.7 Headings. The descriptive headings of the various Articles of this GIA have been
inserted for convenience of reference only and are of no significance in the interpretation
or construction of this GIA.
30.8 Multiple Counterparts. This GIA may be executed in two or more counterparts, each of
which is deemed an original but all constitute one and the same instrument.
30.9 Amendment. The Parties may by mutual agreement amend this GIA by a written
instrument duly executed by the Parties.
Page No. 66
30.10 Modification by the Parties. The Parties may by mutual agreement amend the
Appendices to this GIA by a written instrument duly executed by the Parties. Such
amendment shall become effective and a part of this GIA upon satisfaction of all
Applicable Laws and Regulations.
30.11 Reservation of Rights. Distribution Provider shall have the right to make a unilateral
filing with FERC to modify this GIA with respect to any rates, terms and conditions,
charges, classifications of service, rule or regulation under section 205 or any other
applicable provision of the Federal Power Act and FERC’s rules and regulations
thereunder, and Interconnection Customer shall have the right to make a unilateral filing
with FERC to modify this GIA pursuant to section 206 or any other applicable provision
of the Federal Power Act and FERC’s rules and regulations thereunder; provided that
each Party shall have the right to protest any such filing by the other Party and to
participate fully in any proceeding before FERC in which such modifications may be
considered. Nothing in this GIA shall limit the rights of the Parties or of FERC under
sections 205 or 206 of the Federal Power Act and FERC’s rules and regulations
thereunder, except to the extent that the Parties otherwise mutually agree as provided
herein.
30.12 No Partnership. This GIA shall not be interpreted or construed to create an association,
joint venture, agency relationship, or partnership between the Parties or to impose any
partnership obligation or partnership liability upon either Party. Neither Party shall have
any right, power or authority to enter into any agreement or undertaking for, or act on
behalf of, or to act as or be an agent or representative of or to otherwise bind, the other
Party.
IN WITNESS WHEREOF, the Parties have executed this GIA in duplicate originals,
each of which shall constitute and be an original effective Agreement between the Parties.
Southern California ison Company
By:
/
Name: Kevin M. Payne
Title: Vice President, Engineering & Technical Services, TDBU
Date: W6 t I
Houweling Ni
By:
Name: Casey Houweling
Title: President
Date:
Page No. 67
Appendix A to GIA
Interconnection Facilities, Network Upgrades and Distribution Upgrades
The Distribution Provider’s Interconnection Facilities, Network Upgrades and Distribution

Upgrades described in this Appendix A are based on the Distribution Provider’s preliminary
engineering and design. Such descriptions are subject to modification to reflect the actual
facilities constructed and installed following the Distribution Provider’s final engineering and
design, identification of field conditions, and compliance with applicable environmental and
permitting requirements.
1. Interconnection Facilities.
(a) Interconnection Customer’s Interconnection Facilities. The Interconnection

Customer shall:
(i) Install 16 kV switchgear at the Generating Facility.
(ii) Install all required ISO-approved compliant metering equipment at the Generating
Facility, in accordance with Section 10 of the ISO Tariff.
(iii) Provide a metering cabinet for the Distribution Provider to install its retail
metering equipment and related meters. Such cabinet must be placed at a location
that would allow twenty-four hour access for the Distribution Provider’s metering
personnel.
(iv) Allow the Distribution Provider to install revenue meters required to meter the
retail load at the Generating Facility.
(v) Provide and install all required data signal cables to the remote terminal unit
(“RTU”) cabinet or a nearby interface cabinet for termination in accordance with
the Interconnection Handbook.
(vi) Make available adequate space and facilities necessary for the installation of the
Distribution Provider’s RTU.
(vii) Install, in coordination with, and as specified by, the Distribution Provider, a
dedicated Ti circuit from the local telephone company to support the RTU
communication to the Distribution Provider’s energy management system in
accordance with the Interconnection Handbook.
(viii) Designate, to the Ti circuit provider, the Distribution Provider as a representative
authorized to report trouble to, and to initiate repairs with, the communication
circuit provider on the Interconnection Customer’s behalf in the event of an
interruption of service on the communication circuit.
(ix) Install disconnect facilities in accordance with the Distribution Provider’s
Interconnection Handbook to comply with the Distribution Provider’s switching
and tagging procedures.
(b) Distribution Provider’s Interconnection Facilities. The Distribution Provider shall:
(i) Phase I Build.

1. Install approximately 250 feet of 1000 JCN cable
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2. Install approximately 100 feet of i/O ACSR overhead conductor

3. Install approximately 2800 feet of 1/0 ACSR 4t1 line extension
4. Install radio controlled switch (RCS) controller
5. Install 3-way padmounted gas switch
6. Install 2500KVA ground bank
7. Install automation
(ii) Phase II Build.

1. Estero Substation.
a. Equip one new 16 kV position as follows:
i. One (1) 16 kV switchrack with foundations
ii. One (1) circuit breaker and foundation
iii. Three (3) sets (nine total) group operated disconnect switches
iv. Two (2) line protection relays
b. Install three-phase bi-direction transducer on the new 16 kV line.
2. Houweling Nurseries Oxnard-Estero 16 kV Line.
a. Overbuild approximately 20,750 feet of existing 16 kV circuit with new
653 ACSR overhead line.
b. Install three way gas switch
c. Install 3 OH sectionalizer switches
d. Replace 100 feet of ACSR with 336ACSR
e. Following the Phase II Build Interconnection Facilities Completion
Date, the 2800 feet of 1/0 ACSR 4th line extension, identified in Section
i(b)(i)3 above, may be removed in accordance with Section 12(b).
(i) Telecommunications.
Install all required equipment (including tenninal equipment) supporting the
remote terrriinal unit (“RTU”), including the communications interface with the
Distribution Provider’s energy management system. In accordance with the
Interconnection Handbook, the Distribution Provider shall provide the required
interface equipment at the Generating Facility necessary to connect the RTU to
the Interconnection Customer’s Ti circuit. Additionally, the Distribution
Provider will provide the interface equipment required to connect the Ti circuit to
the Distribution Provider’s energy management system. 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
(ii) Real Properties, Transmission Project Licensing, and Environmental Health

and Safety.
Obtain easements and/or acquire land, obtain licensing and permits, and perform
all required environmental activities for the installation of the Distribution
Provider’s Interconnection Facilities, including any associated telecommunication
Page No. 69
equipment for the Houweling Nurseries Oxnard-Estero 16 kV Line and

telecommunication route.
(iii) Metering.
Install revenue meters and metering equipment 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
(iv) Power System Control.

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
2. Network Upgrades.
(a) Stand Alone Network Upgrades. None.
(b) Other Network Upgrades.

(i) Reliability Network Upgrades. None identified in the initial Interconnection
Studies.
This GIA may be amended to assign the Interconnection Customerfinancial

responsibility for any Reliability Network Upgrades identified in the short circuit
duty analysis on the ISO Grid in accordance with Section 5.8.1.1 of the GIP.
(ii) Delivery Network Upgrades. None.
3. Distribution Upgrades.
(a) Phase I Build — None.
(b) Phase II Build The Distribution Provider shall:

—
(i) Distribution
1. Replace approximately 45 distribution poles on existing 66 kV pole line.
(ii) Subtransmission
1. Replace approximately 20 subtransmission poles on existing 66 kV pole line.
2. Extend approximately 130 feet of new duct system.
3. Install new vault around existing duct system.
Page No. 70
(c) Real Properties, Transmission Project Licensing, and Environmental Health and
Safety:
(i) Obtain easements and/or acquire land, obtain licensing and permits, and perform
all required environmental activities for the installation of Distribution Upgrades
and associated telecommunication equipment.
4. Not Used
5. Point of Change of Ownership.
(a) The Point of Change of Ownership shall be at the Interconnection Customer’s 16 kV

switchgear located at the Interconnection Customer’s facility.
6. Point of Interconnection. The Distribution Provider’s Estero 66/16 kV Substation at the 16

kVbus.
Page No. 71
7. One-Line Diagram of Interconnection to Estero 66/16 kV Substation.
rn —
Estero Substahon
66 kV Bus
Hueneinc Road
Estero Subsbrbon
16 kV Bus
Page No. 72
8. Additional Definitions. For the purposes of these Appendices, the following terms, when
used with initial capitalization, whether in the singular or the plural, shall have the meanings
specified below:
(a) Accounting Practice: Generally accepted accounting principles and practices

applicable to electric utility operations.
(b) Annual Tax Security Reassessment: In accordance with the directives of FERC Orders
2003-A and 2003-B associated with Article 5.17.4 of the GIA, the annual reassessment
of the current tax liability, which will commence the first year after Interconnection
Customer’s in-service date.
(c) Balancing Authority: The responsible entity that integrates resource plans ahead of
time, maintains load-interchange-generation balance within a Balancing Authority
Area, and supports interconnection frequency in real time.
(d) Balancing Authority Area: The collection of generation, transmission, and loads within
the metered boundaries of the Balancing Authority. The Balancing Authority maintains
load-resource balance within this area.
(e) Capital Additions: Any modifications to the Distribution Provider’s Interconnection

Facilities. Such modifications may be any Units of Property which are added to the
Distribution Provider’s Interconnection Facilities ; the enlargement, modification or
betterment of any Units of Property constituting a part of the Distribution Provider’s
Interconnection Facilities ; or the replacement of any Units of Property constituting a
part of the Distribution Provider’s Interconnection Facilities ,irrespective of whether
such replacement constitutes an enlargement, modification or betterment of that which
it replaces; and the costs of which additions, enlargements, modifications, betterments
or replacements in accordance with Accounting Practice would be capitalized and have
not previously been included in the Interconnection Facilities Cost.
(f) Capital Additions Cost: All costs, excluding One-Time Cost, determined by
Distribution Provider to be associated with the design, engineering, procurement,
construction and installation of Capital Additions.
(g) CPUC: The California Public Utilities Commission, or its regulatory successor.
(h) Credit Support: A parent guarantee, letter of credit, surety bond, or other security
meeting the requirements of Section 5.9.1 of the GIP.
(i) Customer-Financed Monthly Rate: The rate most recently adopted by the CPUC for
application to the Distribution Provider’s retail electric customers for added facilities,
which does not compensate the Distribution Provider for replacement of added
facilities. The currently effective Customer-Financed Monthly Rate is as provided in
Section 16 of this Appendix A.
Page No. 73
(j) Delivery Network Upgrades Cost: The Interconnection Customer’s allocated share of
all costs, excluding One-Time Cost, detennined by the Distribution Provider to be
associated with the design, engineering, procurement, construction and installation of
the Delivery Network Upgrades. The Delivery Network Upgrades Cost is provided in
(k) Delivery Network Upgrades Payment: The sum of the Delivery Network Upgrades
Cost and associated One-Time Cost. The Delivery Network Upgrades Payment is
provided in Section 17 of this Appendix A.
(1) Distribution Upgrades Cost: The Interconnection Customer’s allocated share of all
costs, excluding ITCC and One-Time Cost, determined by the Distribution Provider to
be associated with the design, engineering, procurement, construction and installation
of the Distribution Upgrades. The Distribution Upgrades Cost is provided in Section
15 of this Appendix A.
(rn) Distribution Upgrades Payment: The sum of the Distribution Upgrades Cost and
associated One-Time Cost. The Distribution Upgrades Payment is provided in Section
17 of this Appendix A.
(n) Interconnection Facilities Charge: The monthly charge to the Interconnection

Customer to recover the revenue requirements for the Distribution Provider’s
Interconnection Facilities, calculated as the product of the Customer-Financed Monthly
Rate and the Interconnection Facilities Cost. The Interconnection Facilities Charge is
(o) Interconnection Facilities Cost: All costs, excluding One-Time Cost, determined by the
Distribution Provider to be associated with the design, engineering, procurement,
construction and installation of the Distribution Provider’s Interconnection Facilities.
The Interconnection Facilities Cost is provided in Section 15 of this Appendix A.
(p) Interconnection Facilities Payment: The sum of the Interconnection Facilities Cost and
associated One-Time Cost. The Interconnection Facilities Payment is provided in
(q) ITCC (Income Tax Component of Contribution): The ITCC is equal to the estimated
tax liability described in Article 5.17.4 of the GIA and is the Income Tax Component of
Contribution specified in the Preliminary Statement, Part M of the Distribution
Provider’s tariff on file with the CPUC, applicable to the Distribution Upgrades Cost
and Interconnection Facilities Cost. The ITCC applicable to the Distribution Upgrades
Cost and Interconnection Facilities Cost is described in Section 11 of this Appendix A
and is shown in Section 15 of this Appendix A.
(r) Letter Agreement: The agreement between Distribution Provider and Interconnection
Customer executed on October 5, 2011, as amended, under which Distribution Provider
Page No. 74
performed the operational study, engineering, design, procurement and construction

work to accommodate 2 MW of generation from the Houweling Nurseries Oxnard
Project, with an early interconnection target date of end-first quarter 2012.
(s) One-Time Cost: All costs determined by the Distribution Provider to be associated
with the installation of the Delivery Network Upgrades, Distribution Upgrades,
Distribution Provider’s Interconnection Facilities, Reliability Network Upgrades, or
Capital Additions which are not capitalized.
(t) Phase I Build: Those facilities that were installed under the Letter Agreement to
accommodate the initial 2 MW of generation from the Houweling Nurseries Oxnard
Project, as identified in Section 1(b)(i) of this Appendix A.
(u) Phase II Build: Those additional facilities required to interconnect the remaining 11.2
MW of generation from Houweling Nurseries Oxnard Project, as identified in Section
1(b)(ii) and Section 3(b)of this Appendix A.
(v) Phase I Build Interconnection Facilities Completion Date: The date upon which the
construction of the Distribution Provider’s Interconnection Facilities for the Phase I
Build is complete and such facilities are successfully tested and ready for service.
(w) Phase II Build Interconnection Facilities Completion Date: The date upon which the
construction of the Distribution Provider’s Interconnection Facilities for the Phase II
Build is complete and such facilities are successfully tested and ready for service.
(x) Reliability Network Upgrades Cost: The Interconnection Customer’s allocated share of
all costs, excluding One-Time Cost, determined by the Distribution Provider to be
associated with the design, engineering, procurement, construction and installation of
the Reliability Network Upgrades. The Reliability Network Upgrades Cost is provided
in Section 15 of this Appendix A.
(y) Reliability Network Upgrades Payment: The sum of the Reliability Network Upgrades
Cost and associated One-Time Cost. The Reliability Network Upgrades Payment is
(z) Removal Cost: The actual cost the Distribution Provider incurs for the removal of the
Distribution Provider’s Interconnection Facilities, or any portion thereof, which is
calculated as the amount, if positive, of the costs of removal minus the salvage value of
the Distribution Provider’s Interconnection Facilities.
(aa) Special Protection System (“SPS”): A system that reduces or trips generation under
contingency outages to maintain system stability or to limit overloads on electric
system facilities.
Page No. 75
(bb) Tax Security: The Interconnection Customer’s provision of Security with respect to the
Interconnection Customer’s tax indemnification obligations, provided in accordance
with Article 5.17.3.
(cc) Units of Property: As described in FERC’s “List of Units of Property for Use in
Connection with Uniform System of Accounts Prescribed for Public Utilities and
Licensees” in effect as of the date of this GIA, as such “List” maybe amended from
time to time.
9. Transmission Credits. None.
10. Security Amount for the Distribution Upgrades, the Distribution Provider’s
Interconnection Facilities and Network Upgrades.
(a) Distribution Upgrades: Pursuant to Section 5.9 of the GIP, and Article 11.5 and
Appendix B of the GIA, the Interconnection Customer shall provide a total Credit
Support in the amount of $606,900 for the second posting and $2,023,000 for the third
posting to cover the costs for constructing, procuring and installing the Distribution
Upgrades.
(b) The Distribution Provider’s Interconnection Facilities: Pursuant to Section 5.9 of the
GIP, and Article 11.5 and Appendix B of the GIA, the Interconnection Customer shall
provide a total Credit Support in the amount of $563,400 for the second posting and
$1,878,000 for the third posting to cover the costs for constructing, procuring and
installing the Distribution Provider’s Interconnection Facilities. This amount excludes
cash payments made pursuant to the Letter Agreement.
(c) Network Upgrades: Pursuant to Section 5.9 of the GIP, and Article 11.5 and Appendix
B of the GIA, the Interconnection Customer shall provide a total Credit Support in the
amount of $0 for the second posting and $0 for the third posting to cover the costs for
constructing, procuring and installing the Network Upgrades.
(d) To the extent that any Credit Support is not utilized by the Distribution Provider, the
release of such Credit Support shall be made in accordance with the Interconnection
Customer’s instruction.
11. Security Amount for Estimated Tax Liability. Pursuant to Article 5.17.4 of the GIA, the
Interconnection Customer’s estimated tax liability is as follows:
Current Tax Rate x (Gross Income Amount — Present Value of Tax Depreciation)/(1 —
Current Tax Rate) = 35%
Estimated tax liability for Distribution Upgrades = 35% x (Distribution Upgrades Cost) =
35% x $2,023,000 $708,050

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Estimated tax liability for Distribution Provider’s Interconnection Facilities = 35% x

(Interconnection Facilities Cost) = 35% x $2,193,000 $767,550
Estimated tax liability assumes the following costs:
Interconnection Facilities Cost = $2,193,000
Distribution Upgrades Cost = $2,023,000
Based upon the total estimated tax liability, the Interconnection Customer shall provide the
Distribution Provider cash or a letter of credit in the amount of $1,475,600, pursuant to
Article 5.17.3 and Appendix B of the GIA. The letter of credit or cash shall be in the form
provided under Section 5.9.1 of the GIP.
Upon notification of the Annual Tax Security Reassessment, the Interconnection Customer
shall modify its Tax Security accordingly. If the Annual Tax Security Reassessment results
in a deficiency in the Tax Security amount, the Interconnection Customer will be required to
increase its Tax Security amount within 30 days after receipt of the deficiency notification.
If the Annual Tax Security Reassessment results in a reduction of the Tax Security amount,
the Interconnection Customer may choose to reduce its Tax Security amount or maintain the
Tax Security in the current amount for the following year.
The Annual Tax Security Reassessment will be calculated utilizing the following
methodology:
1) Tax Assessment Event:
((Current Tax Rate x (Gross income NPV Tax Depreciation)) + Interest)/(l
- -
Current Tax Rate)
2) Subsequent Taxable Event:

(Current Tax Rate x (Replacement Facility Cost — NPV Tax Depreciation))/(1-
Current Tax Rate)
The Interconnection Customer’s obligation to provide Tax Security shall tenninate at the
earlier of(1) the expiration of the ten year testing period and the applicable statute of
limitation, as it may be extended by the Distribution Provider upon request of the IRS, to
keep these years open for audit or adjustment, or (2) the occurrence of a subsequent taxable
event and the payment of any related indemnification obligations. Upon termination of the
Interconnection Customer’s obligation to provide Tax Security, any unused amount of the
Tax Security shall be released to the Interconnection Customer.
12. Removal of the Distribution Provider’s Interconnection Facilities and Distribution

Upgrades.
(a) Following termination of the GIA, the Distribution Provider will remove the
Distribution Provider’s Interconnection Facilities and Distribution Upgrades from
service to the Interconnection Customer, pursuant to Article 2.5 of the GIA. On or
Page No. 77
before the date one year following termination of the GIA, the Distribution Provider
shall notify the Interconnection Customer as to whether the Distribution Provider
intends to physically remove the Distribution Provider’s Interconnection Facilities,
Distribution Upgrades, or any part thereof. If the Distribution Provider intends to
physically remove the Distribution Provider’s Interconnection Facilities, Distribution
Upgrades, or any part thereof, then the Distribution Provider shall physically remove
such facilities within two years from the date of notification of intent, and the
Interconnection Customer shall pay the Removal Cost. If the Distribution Provider
does not intend to physically remove the Distribution Provider’s Interconnection
Facilities, Distribution Upgrades, or any part thereof, then the Interconnection
Customer shall have no obligation to pay such Removal Cost.
(b) Following Phase II Build Interconnection Facilities Completion Date, the Distribution
Provider may remove the following Distribution Provider’s Interconnection Facilities:
2800 feet of 1/0 ACSR 4 th
line extension, as identified in Section 1(b)(ii)3, from
service to the Interconnection Customer. Within one year following the Phase II Build
Interconnection Facilities Completion Date, Distribution Provider shall determine if
the 2800 feet of 1/0 ACSR 4t1 line extension identified in Section l(b)(ii)3 will be
removed, and shall notify the Interconnection Customer. If the Distribution Provider
intends to physically remove the line, or any part thereof, then the Distribution
Provider shall physically remove such line within two years from the date of
notification of intent, and the Interconnection Customer shall pay the Removal Cost
associated with such line. If the Distribution Provider does not intend to physically
remove such line, then the Interconnection Customer shall have no obligation to pay
such Removal Cost.
13. Charges.
(a) The Interconnection Customer shall pay to the Distribution Provider the following
charges in accordance with the GIA: (i) Distribution Upgrades Payment; (ii) Delivery
Network Upgrades Payment; (iii) Interconnection Facilities Payment; (iv) Reliability
Network Upgrades Payment; (v) payments for any Capital Additions; (vi) Distribution
Upgrades Charge; (vii) Interconnection Facilities Charge; (viii) any reimbursable FERC
fees pursuant to Section 14(h) of this Appendix A; (ix) Removal Cost pursuant to
Article 2.4.3 of the GIA and Section 12 of this Appendix A; (x) termination charges
pursuant to Article 2.4 of the GIA; (xi) disconnection costs pursuant to Article 2.5 of
the GIA; and (xii) suspension costs pursuant to Article 5.16 of the GIA.
(b) The Distribution Upgrades Cost, Delivery Network Upgrades Cost, Interconnection
Facilities Cost, Reliability Network Upgrades Cost, Capital Additions Cost, One-Time
Cost and Removal Cost shall be compiled in accordance with Accounting Practice.
(c) If, during the term of the GIA, the Distribution Provider executes an agreement to
provide service to another entity (other than retail load) that contributes to the need for
the Distribution Provider’s Interconnection Facilities, the charges due hereunder may
Page No. 78
be adjusted to appropriately reflect such service based on the Distribution Provider’s

cost allocation principles in effect at such time and shall be subject to FERC’s approval.
(d) If Capital Additions are required in order to benefit the Distribution Provider, or
because of damage caused by negligence or willful misconduct of the Distribution
Provider, then the Interconnection Customer will not bear cost responsibility for such
Capital Additions; and no adjustment will be made to the Interconnection Facilities
Cost or the Distribution Upgrades Cost; and no Capital Additions Cost or One-Time
Cost will be charged to the Interconnection Customer for such Capital Additions.
14. Supplemental Billing and Payment Provisions.
(a) Pursuant to Article 12.1 of the GIA, the Distribution Provider shall submit to the
Interconnection Customer invoices due for the preceding month for the Distribution
Upgrades Payment, Delivery Network Upgrades Payment, Interconnection Facilities
Payment and Reliability Network Upgrades Payment.
(b) Pursuant to Article 10.5 of the GIA, commencing on or following the Phase I Build
Interconnection Facilities Completion Date, each month the Distribution Provider will
render bills to the Interconnection Customer for the Interconnection Facilities Charge.
The Interconnection Facilities Charge shall initially be based on the estimated
Interconnection Facilities Cost, as specified in Section 15 of this Appendix A, and
payments made for such Interconnection Facilities Charge shall be subject to later
adjustment pursuant to Sections 14(b)(i) and 14(b)(ii) of this Appendix A. The
Interconnection Facilities Charge for the first and last month of service hereunder shall
be pro-rated based on the number of days in which service was provided during said
months.
(i) If the amounts paid for the Interconnection Facilities Charge are less than the
amounts due for the Interconnection Facilities Charge, as determined from the
actual recorded Interconnection Facilities Cost, the Distribution Provider will bill
the Interconnection Customer the difference between the amounts previously paid
by the Interconnection Customer and the amounts which would have been paid
based on actual recorded costs, without interest, on the next regular billing.
(ii) If the amounts paid for the Interconnection Facilities Charge are greater than the
amounts due for the Interconnection Facilities Charge, as determined from the
actual recorded Interconnection Facilities Cost, the Distribution Provider will
credit the Interconnection Customer the difference between the amounts
previously paid by the Interconnection Customer and the amounts which would
have been paid based on actual recorded costs, without interest, on the next
regular billing.
(c) In the event that any portion of the Distribution Provider’s Interconnection Facilities for
the Phase I Build is not complete but, at the request of the Interconnection Customer,
Page No. 79
the Distribution Provider commences interconnection service under this GIA

notwithstanding the incomplete facilities, the Distribution Provider shall commence
billing, and the Interconnection Customer shall pay, the Interconnection Facilities
Charge commencing on the date that such service commences.
(d) In accordance with Article 5.19.3 of the GIA, the Distribution Provider shall submit
invoices to the Interconnection Customer for the preceding month for Capital Additions
payments due, if any.
(i) For Capital Additions that are the cost responsibility of the Interconnection
Customer, the Distribution Provider will provide at least sixty (60) Calendar Days
advance written notification to the Interconnection Customer prior to
commencing work, except that the Distribution Provider may commence the work
on the Capital Additions with either shorter advance written notification or
written notification after the work has commenced, at the Distribution Provider’s
sole discretion, if the Distribution Provider determines that the Capital Additions
are required to comply with safety or regulatory requirements or to preserve
system integrity or reliability. Any such written notification will include the
estimated cost of the Capital Additions, and the amount of and due date for the
security, if any, required to be paid by the Interconnection Customer, which is
sufficient to cover the costs for constructing, procuring and installing the Capital
Additions consistent with the applicable terms of Article 11.5 of the GIA.
(ii) Except as provided in Section 13(d) of this Appendix A, if certain of the

Distribution Provider’s Interconnection Facilities or Distribution Upgrades are
removed to accommodate Capital Additions and such removal results in a change
in the Interconnection Facilities Cost or Distribution Upgrades Cost, as
applicable, the Interconnection Facilities Charge or Distribution Upgrades
Charge, as applicable, shall be adjusted to reflect the change in the
Interconnection Facilities Cost and Distribution Upgrades Cost as of the in-
service date of such Capital Additions.
(iii) Except as provided in Section 13(d) of this Appendix A, if Capital Additions

result in an increase in the Interconnection Facilities Cost or Distribution
Upgrades Cost, as applicable, then the Interconnection Facilities Charge shall be
adjusted as of the in-service date of such Capital Additions to reflect the change in
such costs.
(e) As soon as reasonably practicable, but within twelve (12) months after the in-service
date of any Capital Additions, the Distribution Provider shall provide an invoice of the
final cost of the construction of the Capital Additions to the Interconnection Customer,
and shall set forth such costs in sufficient detail to enable the Interconnection Customer
to compare the actual costs with the estimates and to ascertain deviations, if any, from
the cost estimates. The Distribution Provider will refund to the Interconnection
Customer any amount by which the payment made by the Interconnection Customer for
estimated costs of the Capital Additions exceeds the actual costs of construction within
Page No. 80
thirty (30) Calendar Days of the issuance of such final construction invoice; or, in the
event the actual costs of construction exceed the Interconnection Customer’s payment
made for the estimated costs of the Capital Additions, then the Interconnection
Customer shall pay to the Distribution Provider any amount by which the actual costs
of construction exceed the payment made by the Interconnection Customer for
estimated costs within thirty (30) Calendar Days of the issuance of such final
construction invoice.
(f) If, in accordance with the removal of the Distribution Provider’s Interconnection
Facilities as specified in Section 12 of this Appendix A, the Distribution Provider
decides to physically remove the Distribution Provider’s Interconnection Facilities, the
Distribution Provider shall render a bill to the Interconnection Customer for the
Removal Cost. The Interconnection Customer shall pay the Removal Cost in
accordance with Article 2.4.3 of the GIA. Such billing shall initially be based on the
Distribution Provider’s estimate of the Removal Cost. Within twelve (12) months
following the removal of the Distribution Provider’s Interconnection Facilities, or any
part thereof, the Distribution Provider shall determine the actual Removal Cost and
provide the Interconnection Customer with a final invoice. The Distribution Provider
shall refund to the Interconnection Customer any amount by which the payment by the
Interconnection Customer for the estimated Removal Cost exceeds the actual Removal
Cost within thirty (30) Calendar Days of the issuance of such final invoice; or, in the
event the actual Removal Cost exceeds the Interconnection Customer’s payment for the
estimated Removal Cost, then the Interconnection Customer shall pay to the
Distribution Provider any amount by which the actual Removal Cost exceeds the
payment by the Interconnection Customer for the estimated Removal Cost within thirty
(30) Calendar Days of the issuance of such final invoice.
(g) The Interconnection Customer shall reimburse the Distribution Provider for all fees and
charges related to the FERC fees and annual charges provided in Sections 381 and 382
of the FERC’s regulations (18 C.F.R. § 381 and 382), as such regulation may from time
to time be amended, that are imposed on the Distribution Provider attributable to the
service provided under the GIA, or any amendments thereto. The Distribution Provider
will render bills to the Interconnection Customer for any such fees and charges incurred
since the preceding billing. As of the Effective Date, no such fees and charges have
been imposed on the Distribution Provider attributable to the service provided under the
GIA.
(h) Prior to the Parties execution of this GIA, the Distribution Provider commenced work
on the Distribution Provider’s Interconnection Facilities pursuant to the Letter
Agreement. In accordance with the Letter Agreement, this GIA will supersede the
Letter Agreement upon the Effective Date, and Interconnection Customer’s deposits
made pursuant to the Letter Agreement will be credited to the amounts due under this
GIA. Following the Effective Date of this GIA: (i) the $315,000 in cash deposits made
by the Interconnection Customer pursuant to the Letter Agreement will be credited
towards the Interconnection Facilities Payment under this Appendix A; and (ii) the
$1 10,250 letter of credit provided by Interconnection Customer pursuant to the Letter
Page No. 81
Agreement shall be applied toward the security amount due for the estimated tax
liability pursuant to Section 11 of this Appendix A.
15. Distribution Upgrades Cost, Delivery Network Upgrade Cost, Interconnection Facilities
Cost and Reliability Network Upgrade Cost Summary.
(a) Estimated Cost:
Reliability Distribution Deliver One- Total ITCC*

Interconnection Network Upgrades Network Time
Element- Facilities Cost Upgrades Cost Upgrades Cost
Cost Cost
Interconnection
Facilities
(Phase I Build)
Interconnection $315,000 $3 15,000 $1 10,250
Facilities
Interconnection
Facilities
(Phase II Build)
New 653 ACSR $1,039,000 $1,039,000 $363,650
overhead
conductor
Substation $609,000 $609,000 $213,150
Upgrades 16-
kV switchrack,
circuit breaker,
disconnect
switches & line
projection relays
Transducer $11,000 $11,000 $3,850
EH&S Support $219,000 $219,000 $76,650
Distribution
Upgrades
Replace $1,642,000 $1,642,000 $574,700
distribution &
subtransrnission
poles, new vault
& ducts
EH&S Support $352,000 $352,000 $123,200
Real Properties S29,000 $29,000 Sl0.150
Reliability $0 SO SO
Network
Upgrades
Delivery SO $0 $0
Network
Upgrades
Total $2,193,000 $0 $2,023,000 $0 $0 $4,216,000 $1,475,600
“Note: ITCC/Estimated Tax Liability will be provided pursuant to Appendix A, Section 11.
All amounts shown above are in nominal dollars.
(b) Actual Cost:
[TO BE INSERTED AFTER TRUE-UP OF ACTUAL COSTS]

Page No. 82
Element Interconnection Reliability Distribution Delivery One- Total ITCC

Facilities Cost Network Upgrades Network Time
Upgrades Cost Upgrades Cost
Cost Cost
Total
16. Interconnection Facilities Charge.
Intercomection Facilities Charge = Customer-Financed Monthly Rate x (Interconnection

Facilities Cost)
Estimated Actual
Effective Customer- Interconnection Interconnection Interconnection Interconnection
Financed Facilities Cost Facilities Charge Facilities Cost Facilities
Monthly Charge
Rate
As of the Phase 0.38% $315,000 $1,197.00 [to be inserted [to be inserted
I Build after true-up] after true-up]
Interconnection
Facilities
Completion
Date
As of the Phase 0.38% $2,193,000 $8,333.40 [to be inserted [to be inserted
II Build after true-up] after true-up]
Interconnection
Facilities
Completion
Date
17. Payment Schedule and Associated ITCC.
The payment amounts shown below are based on an estimate of the monthly incurred costs
for the Distribution Upgrades, Distribution Provider’s Interconnection Facilities, and
Network Upgrades.
Page No. 83
Distribution
Interconnection
Payment Payment Upgrades Cost Total Payment ITCC**
Facilities Cost
No. Due Date (Subject to Amount
(Subject to ITCC)
ITCC)
(A) (B) (C=A+B) (D = ( A +B) *35%)

Ia PAID* $315,000 $0 $315,000 $110,250
lb 9/1/12 $28,000 $41,000 $69,000 $1,365,350
2 10/1/12 $54,000 $77,000 $131,000
3 11/1/12 $80,000 $112,000 S192,000
4 12/1/12 $97,000 $115,000 S212,000
5 1/1/13 $114,000 $126,000 S240,000
6 2/1/13 $312,000 S323,000 $635,000
7 3/1/13 $390,000 $400,000 $790,000
8 4/1/13 $163,000 $169,000 $332,000
9 5/1/13 $182,000 $187,000 $369,000
10 6/1/13 $221,000 $225,000 $446,000
11 7/1/13 $186,000 $193,000 $379,000
12 8/1/13 $51,000 $55,000 $106,000
Totals $2,193,000 $2,023,000 $4,216,000 $1,475,600
*payment I a shown above has been credited from deposits paid pursuant to the Letter Agreement in accordance
with Section 14(h) of this Appendix A.
All amounts shown above are in nominal dollars.
Distribution Upgrades Payment = (Distribution Upgrades Cost + associated One-Time Cost) = $2,023,000
Delivery Network Upgrades Payment = (Delivery Network Upgrades Cost + associated One-Time Cost) = $0
Interconnection Facilities Payment = (Interconnection Facilities Cost + associated One-Time Cost) = $2,193,000
Reliability Network Upgrades Payment = (Reliability Network Upgrades Cost + associated One-Time Cost) = $0
Transmission credits pursuant to Section 9 of this Appendix A = Reliability Network Upgrades Payment + Delivery
Network Upgrades Payment = SO
**ITCC will be provided by Interconnection Customer in accordance with Section 11 of this Appendix A.
Page No. 84
Appendix B to GIA
Milestones
1. The Interconnection Customer’s Selected Option: Pursuant to Article 5.1 of the GIA, the
Interconnection Customer has selected the Standard Option.
2. Milestone Dates:
Responsible
Item Milestone Party Due Date
(a) Submit proof of insurance coverage Interconnection Within ten (10) Calendar
in accordance with Article 18.3 of Customer Days of the execution of
the GIA this GIA
(b) For Phase II Build, submittal of Interconnection Within thirty (30)
written authorization to proceed Customer Calendar Days of the
with design and procurement of the Effective Date
Distribution Provider’s
Interconnection Facilities,
Distribution Upgrades and Network
Upgrades to the Distribution
Provider, in accordance with Article
5.5.2 of the GIA
(c) Submittal of second posting of Interconnection Within one hundred
Interconnection Financial Security Customer twenty (120) Calendar
for the Distribution Provider’s Days after publication of
Interconnection Facilities, the final Interconnection
Distribution Upgrades and Network Facilities Study report:
Upgrades to the Distribution September 5, 2012
Provider, pursuant to Section 5.9 of
the GIP and Article 1 1.5 and
Section 10 of Appendix A of the
GIA
(d) Submittal of third posting of Interconnection On or before the start of
Interconnection Financial Security Customer construction of
for the Distribution Provider’s Distribution Upgrades or
Interconnection Facilities, Distribution Provider’s
Distribution Upgrades and Network Interconnection Facilities
Upgrades to the Distribution (whichever is earlier)
Provider, pursuant to Section 5.9 of
the GIP and Article 11.5 and
Section 10 of Appendix A of the
GIA
(e) For Phase II Build, submittal of Interconnection Within thirty (30)
written authorization to proceed Customer Calendar Days of the
with construction to the Distribution Effective Date
Page No. 85
Provider, pursuant to Article 5.6.3

of the GIA
(f) Submittal of security for the Interconnection Within thirty (30)
estimated tax liability to the Customer Calendar Days of the
Distribution Provider, pursuant to Effective Date
Article 5.17.3 of the GIA
(g) Completion of the Distribution Distribution August 31, 2012
Provider’s Interconnection Facilities Provider
for Phase I Build
(h) Completion of the Distribution Distribution Within twelve (12)
Provider’s Interconnection Facilities Provider months following the
for Phase II Build, Distribution Effective Date*
Upgrades, and Network Upgrades
(i) For Phase II Build, submittal of Interconnection At least one hundred
initial specifications for the Customer eighty (180) Calendar
Interconnection Customer’s Days prior to the Initial
Interconnection Facilities and Synchronization Date
Generating Facility, including
System Protection Facilities, to the
Distribution Provider, pursuant to
Article 5.10.1 of the GIA
(j) For Phase II Build, submittal of Distribution At least one hundred
initial information including the Provider eighty (180) Calendar
Distribution Provider’s Days prior to Trial
Transmission System information Operation
necessary to allow the
Interconnection Customer to select
equipment, in accordance with
Article 24.2 of the GIA
(k) For Phase II Build, submittal of Interconnection No later than one
updated information by the Customer hundred eighty (180)
Interconnection Customer, Calendar Days prior to
including manufacturer information, Trial Operation
in accordance with Article 24.3 of
the GIA
(1) For Phase II Build, review of and Distribution Within thirty (30)
comment on the Interconnection Provider Calendar Days of the
Customer’s initial specifications, Interconnection
pursuant to Article 5.10.1 of the Customer’s submission
GIA of initial specifications
(m) For Phase II Build, submittal of Interconnection At least ninety (90)
final specifications for the Customer Calendar Days prior to
Interconnection Customer’s the Initial
Interconnection Facilities and Synchronization Date.
Generating Facility, including
System Protection Facilities, to the
Page No. 86
Distribution Provider, as specified

in Article 5.10.1 of the GIA
For Phase II Build, review of and Distribution Within thirty (30)
(n) comment on the Interconnection Provider Calendar Days of the
Customer’s final specifications, Interconnection
pursuant to Article 5.10.1 of the Customer’s submission
GIA of final specifications
(o) Notification of Balancing Authority Interconnection At least three (3) months
Area to the Distribution Provider, Customer prior to the Initial
pursuant to Article 9.2 Synchronization Date
(p) For Phase I Build, performance of a Interconnection At least thirty (30)
complete calibration test and Customer and Calendar Days prior to
functional trip test of the System Distribution the In-Service Date
Protection Facilities, pursuant to Provider
Article 9.7.4.6 of the GIA
(q) For Phase II Build, performance of a Interconnection At least sixty (60)
complete calibration test and Customer and Calendar Days prior to
functional trip test of the System Distribution the In-Service Date
Protection Facilities, pursuant to Provider
Article 9.7.4.6 of the GIA
(r) In-Service Date Interconnection Phase I Build: August
Customer 31, 2012
Phase II Build: 12
months after Effective
Date*
(s) Initial Synchronization Date/Trial Interconnection August 31, 2012
Operation for the Phase I Build Customer
(t) Initial Synchronization Date/Trial Interconnection 12 months after Effective
Operation for the Phase II Build Customer Date*
(u) For Phase I Build, testing of the Interconnection At least thirty (30)
Distribution Provider’s Customer and Calendar Days prior to
Interconnection Facilities, Distribution the Initial
Distribution Upgrades, and Network Provider Synchronization Date
Upgrades, and testing of the
Interconnection Customer’s
Interconnection Facilities and
Generating Facility, all in
accordance with Article 6.1 of the
GIA
(v) For Phase II Build, testing of the Interconnection At least sixty (60)
Distribution Provider’s Customer and Calendar Days prior to
Interconnection Facilities, Distribution the Initial
Distribution Upgrades, and Network Provider Synchronization Date
Upgrades, and testing of the
Interconnection Customer’s
Interconnection Facilities and
Page No. 87
Generating Facility, all in

accordance with Article 6.1 of the
GIA
(w) Provide written approval to the Distribution At least fifteen (15)
Interconnection Customer for the Provider Calendar Days prior to
operation of the Phase I Build the Initial
Generating Facility, in accordance Synchronization Date
with Article 6.1 of the GIA
(x) Provide written approval to the Distribution At least fifteen (15)
Interconnection Customer for the Provider Calendar Days prior to
operation of the Phase II Build the Initial
Generating Facility, in accordance Synchronization Date
with Article 6.1 of the GIA
(y) Commercial Operation Date for the Interconnection August 31, 2012
Phase I Build Customer
(z) Commercial Operation Date for the Interconnection 12 months after Effective
Phase II Build Customer Date*
(aa) For Phase I Build, submittal to the Interconnection Within one hundred
Distribution Provider of “as-built” Customer twenty (120) Calendar
drawings, information and Days after the
documents for the Interconnection Commercial Operation
Customer’s Interconnection Date, unless otherwise
Facilities and the Electric agreed
Generating Units, in accordance
with Article 5.10.3 of the GIA
(ab) For Phase II Build, submittal to the Interconnection Within one hundred
Distribution Provider of “as-built” Customer twenty (120) Calendar
drawings, infonnation and Days after the
documents for the Interconnection Commercial Operation
Customer’s Interconnection Date, unless otherwise
Facilities and the Electric agreed
Generating Units, in accordance
with Article 5.10.3 of the GIA
* Note: The Interconnection Customer understands and acknowledges that such timeline is only
an estimate and that equipment and material lead times, labor availability, outage coordination,
regulatory approvals, right-of-way negotiations, or other unforeseen events could delay the
actual in-service dates of the Distribution Provider’s Interconnection Facilities, Distribution
Upgrades, or Network Upgrades beyond those specified. The Distribution Provider shall not be
liable for any cost or damage incurred by the Interconnection Customer because of any delay in
the work provided for in this GIA.
If the Interconnection Customer suspends work pursuant to Article 5.16 of the GIA, then all
milestones for each Party set forth in this Appendix B shall be suspended during the suspension
period except for the milestones requiring posting of Interconnection Financial Security for the
Network Upgrades common to multiple generating stations. Upon the Interconnection
Page No. 88
Customer’s request to recommence the work, the Parties shall negotiate in good faith new
revised milestone dates for each milestone, taking into account the period of suspension and
necessary re-studies, if required. Appendix B and any terms and conditions associated with the
estimated costs and payment schedule, if necessary, shall be amended following the
establishment of such revised milestone dates.
The Interconnection Customer also understands and agrees that the method of service required to
interconnect the Generating Facility may require re-evaluation due to the suspension of the
project and changes to the Distribution Provider’s electrical system or addition of new
generation.
Page No. 89
Appendix C to GIA
Interconnection Details
1. Generating Facility: All equipment and facilities comprising the Houweling Nurseries
Oxnard generating facility in Ventura County, Camarillo, California, as disclosed by the
Interconnection Customer in its Interconnection Request, as may have been amended during
the Interconnection Study process, which consists of (i) a 13.2 MW Reciprocating Engine
generating facility, which includes three (3) Jenbacher synchronous generators, each rated at
4.4 MW, three (3) three-phase 5500 kVA 13.8/16 kV transformers and power factor
correction equipment,, (ii) the associated infrastructure, (iii) meters and metering equipment,
and (iv) appurtenant equipment. The Houweling Nurseries Oxnard Project shall consist of the
Generating Facility and the Interconnection Customer’s Interconnection Facilities.
2. Interconnection Customer Operational Requirements:
(a) Pursuant to Article 9.4 of the GIA, the Interconnection Customer shall operate the
Generating Facility and the Interconnection Customer’s Interconnection Facilities in
accordance with the ISO Tariff; NERC and the Applicable Reliability Council
requirements; and Applicable Reliability Standards.
(b) The Generating Facility shall be operated so as to prevent or protect against the
following adverse conditions on the Distribution Provider’s electric system:
inadvertent and unwanted re-energizing of a utility dead line or bus; interconnection
while out of synchronization; overcurrent; voltage imbalance; ground faults; generated
alternating current frequency outside permitted safe limits; power factor or reactive
power outside permitted limits; and abnormal waveforms.
3. Interconnection Principles:
(a) This GIA provides for interconnection of a total capacity of 13.2 MW, resulting from
the interconnection of the Houweling Nurseries Oxnard Project, as described in Section
1 of this Appendix C. The Interconnection Customer acknowledges that if the
Interconnection Customer wishes to increase the amount of interconnection capacity
provided pursuant to this GIA, the Interconnection Customer shall be required to
submit a new Interconnection Request in accordance with the terms and conditions of
the Tariff.
(b) The costs associated with any mitigation measures required to third party transmission
systems, which result from interconnection of the Houweling Nurseries Oxnard Project
to the Distribution Provider’s electrical system, are not reflected in this GIA. The
Distribution Provider shall have no responsibility to pay costs associated with any such
mitigation measures. If applicable, the Interconnection Customer shall enter into an
agreement with such third parties in accordance with Section 10.4 of the GIP to address
any required mitigation.
(c) In the event the Distribution Provider’s Interconnection Facilities are utilized to provide
Page No. 90
retail service to the Interconnection Customer in addition to the wholesale

Interconnection Service provided herein, and the Interconnection Customer fails to
make payment for such retail service in accordance with the Distribution Provider’s
applicable retail tariffs, then the Distribution Provider’s Interconnection Facilities may
be removed from service to the Interconnection Customer, subject to the notice and
cure provisions of such retail tariffs, until payment is made by the Interconnection
Customer pursuant to such retail tariffs.
(d) Pursuant to Article 5.10.2 of the GIA, review by the Distribution Provider of the
electrical specifications, design, construction, operation, or maintenance of the [Project
Name] Project or the Interconnection Customer’s Interconnection Facilities shall not
constitute any representation as to the economic or technical feasibility, operational
capability, or reliability of such facilities. The Interconnection Customer shall in no
way represent to any third party that any such review by the Distribution Provider of
such facilities, including, but not limited to, any review of the design, construction,
operation, or maintenance of such facilities by the Distribution Provider, is a
representation by the Distribution Provider as to the economic or technical feasibility,
operational capability, or reliability of the Houweling Nurseries Oxnard Project or the
Interconnection Customer’s Interconnection Facilities.
(e) The Distribution Provider’s approval process specified in Article 6.1 of the GIA will
include verification that the low-voltage ride-through, SCADA capability, and power
factor correction equipment, if any, required pursuant to Appendix H of this GIA, have
been installed.
(fj The Interconnection Customer shall complete and receive approval for all
environmental impact studies and any permitting necessary for the construction,
operation and maintenance of the Houweling Nurseries Oxnard Project. The
Interconnection Customer shall include the Distribution Provider’s Interconnection
Facilities, Distribution Upgrades and Network Upgrades described in Appendix A of
this GIA in all such environmental impact studies, where applicable. The
Interconnection Customer shall provide the results of such studies and approvals to the
Distribution Provider for use in the Distribution Provider’s application(s) to obtain the
regulatory approvals required to be obtained by Distribution Provider for the
construction, operation and maintenance of the, Distribution Provider’s Interconnection
Facilities, Distribution Upgrades and Network Upgrades described in Appendix A of
this GIA.
(g) The Interconnection Customer is responsible for all costs associated with any necessary
relocation of any of the Distribution Provider’s facilities as a result of the Houweling
Nurseries Oxnard Project and acquiring all property rights necessary for the
Interconnection Customer’s Interconnection Facilities, including those required to cross
the Distribution Provider’s facilities and property. The relocation of the Distribution
Provider’s facilities or use of the Distribution Provider’s property rights shall only be
permitted upon written agreement between the Distribution Provider and the
Interconnection Customer. Any proposed relocation of the Distribution Provider’s
Page No. 91
facilities or use of the Distribution Provider’s property rights may require a study
and/or evaluation, the cost of which would be borne by the Interconnection Customer,
to determine whether such use may be accommodated. The terms and conditions of
any such use of the Distribution Provider’s facilities or property rights would be the
subject of a separate agreement and any associated costs to the Interconnection
Customer would not be considered to be associated with a Network Upgrade or
Distribution Upgrade and would not be refundable to the Interconnection Customer
pursuant to Article 11.4 of this GIA.
(h) This GIA does not address any requirements for standby power or temporary
construction power that the Generating Facility may require prior to the in-service date
of the Interconnection Facilities. Should the Generating Facility require standby power
or temporary construction power from the Distribution Provider prior to the in-service
date of the Interconnection Facilities, the Interconnection Customer is responsible to
make appropriate arrangements with the Distribution Provider to receive and pay for
such retail service.
4. Cluster Study Group:
The Houweling Nurseries Oxnard Project will be included in the ISO’s QC5 cluster to
perform short circuit duty analysis on the ISO Grid in accordance with Section 5.8.1.1 of the
GIP.
5. Interconnection Operations:
(a) The Interconnection Customer shall cause the Houweling Nurseries Oxnard Project to
participate in any SPS required to prevent thermal overloads and unstable conditions
resulting from outages. Such participation shall be in accordance with applicable
FERC regulations, and ISO Tariff provisions and protocols. The Interconnection
Customer will not be entitled to any compensation from the Distribution Provider,
pursuant to the GIA, for loss of generation output when (i) the Generating Facility’s
generation is reduced or the Houweling Nurseries Oxnard Project is tripped off-line due
to implementation of the SPS; or (ii) such generation output is restricted in the event the
SPS becomes inoperable. In accordance with Good Utility Practice, the Distribution
Provider will provide the Interconnection Customer advance notice of any required SPS
beyond that which has already been identified in the Interconnection Studies and this
GIA.
(b) The GIA governs the facilities required to interconnect the Generating Facility to
Distribution Provide?s electrical system pursuant to the Tariff and as described herein.
Interconnection Customer shall be responsible for making all necessary operational
arrangements with the ISO, including, without limitation, arrangements for obtaining
transmission service from the ISO, and for scheduling delivery of energy and other
services to the ISO Grid.
(c) The Interconnection Customer shall cause the Generating Facility to participate in ISO
Page No. 92
congestion management.
(d) Following outages of the Interconnection Facilities or the Generating Facility, the
Interconnection Customer shall not energize the Houweling Nurseries Oxnard Project
for any reason without specific permission from the Distribution Provider’s operations
personnel. Such permission shall not be unreasonably withheld.
(e) The Interconnection Customer shall maintain operating communications with the
Distribution Provider’s designated switching center. The operating communications
shall include, but not be limited to, system parallel operation or separation, scheduled
and unscheduled outages, equipment clearances, protective relay operations, and levels
of operating voltage and reactive power.
(f) The Interconnection Customer has elected for the Generating Facility to have Energy-
Only Deliverability Status, as such term is defined in the ISO Tariff.
(g) The Distribution Provider may perform technical assessments when requested by the
Interconnection Customer or directed by the ISO, at the Interconnection Customer’s
expense, to confirm if any of the facilities, upgrades or replacements identified in this
GIA are still required to accommodate interconnection of the Houweling Nurseries
Oxnard Project.
(h) In accordance with Article 5.12 of the GIA, the Interconnection Customer and
Distribution Provider shall execute any necessary supplemental agreements, as
determined by the Distribution Provider, to effectuate and record such easement(s)
which provides the Distribution Provider unrestricted 24 hour access to Distribution
Provider’s Interconnection Facilities, and Distribution Upgrades, and Network
Upgrades, if applicable, located on the Interconnection Customer’s side of the Point of
Change of Ownership for construction, operation, and maintenance.
(i) Compliance with Applicable Reliability Standards: The Interconnection Customer

shall comply with all Applicable Reliability Standards for the Interconnection
Customer’s Interconnection Facilities and the Generating Facility. The Distribution
Provider will not assume any responsibility for complying with mandatory reliability
standards for such facilities and offers no opinion as to whether the Interconnection
Customer must register with NERC. If required to register with NERC, the
Interconnection Customer shall be responsible for complying with all Applicable
Reliability Standards for the Interconnection Customer’s Interconnection Facilities and
the Generating Facility up to the Point of Change of Ownership, as described in Section
5 of Appendix A of this GIA.
Page No. 93
Appendix D to GIA
Security Arrangements Details
Infrastructure security of Distribution System and Transmission System equipment and

operations and control hardware and software is essential to ensure day-to-day Distribution
System reliability and operational security. FERC will expect the ISO, all transmission
providers, market participants, and interconnection customers interconnected to the Distribution
System and Transmission System to comply with the recommendations offered by the
President’s Critical Infrastructure Protection Board and, eventually, best practice
recommendations from the electric reliability authority. All public utilities will be expected to
meet basic standards for system infrastructure and operational security, including physical,
operational, and cyber-security practices.
Page No. 94
Appendix E to GIA
Commercial Operation Date
This Appendix E is a part of the GIA between Distribution Provider and Interconnection
Customer.
[Date]
Mr. William Law

Manager, Grid Contract Management
Southern California Edison Company
P. 0. Box 800
2244 Walnut Grove Avenue
Rosemead, California 91770
Re: Generating Facility
Dear
On IDate] Llnterconnection Customer] has completed Trial Operation of Unit No.

This letter confirms that [Interconnection Customer] commenced Commercial Operation of Unit
No. at the Generating Facility, effective as of [Date plus one day].
Thank you.
[Signature]
[Interconnection Customer Representative]

Page No. 95
Appendix F to GIA
Addresses for Delivery of Notices and Billings
1. General Notices:
Distribution Provider Interconnection Customer

Manager, Grid Contract Casey Houweling
Management Houweling Nurseries Oxnard
Southern California Edison 645 West Laguna Road
Company Camarillo, CA 93012
P. 0. Box 800
2244 Walnut Grove Aye,
Rosemead, CA 91770
2. Operating Communications and Notifications:
The Distribution Provider and the Interconnection Customer shall provide for operating
communications through their respective designated representatives as follows:
The Parties agree to exchange the following infonnation prior to the Initial Synchronization Date
of each Electric Generating Unit:

Southern California Edison Houweling Nurseries Oxnard
Company
Grid Control Center/24 Hour Richard Vanderburg, Energy &
Telephone: Water Conservation Mgr.
Control Room Operator *24 Hour
Telephone: 805-857-4948
*Qperatjon Center Fax. No.:
805-271-5107
*E1.nail:
[email protected]
Operational Matters, Force Majeure, and Outage Notices:

Name/Title: Richard Vanderburg, Energy
Phone: & Water Conservation Mgr.
805-857-4948
For Emergencies:
Page No. 96

Name/Title: Richard Vanderburg, Energy
Phone: & Water Conservation Mgr.
805-857-4948
3. Billing and Payments:

Accounts Receivable (GCM) Peter Cummings
Southern California Edison 645 West Laguna Road
Company Camarillo, CA 93012
P. 0. Box 800
Rosemead, CA 91771-0001
4. Alternative Forms of Delivery of Notices (telephone, facsimile or e-mail):

Manager, Grid Contract Richard Vanderburg, Energy
Management & Water Conservation Mgr.
Southern California Edison Tel: 805-857-4948
Company Fax: 805-271-5107
Tel: (626) 302-9640
Fax: (626) 302-1152
Page No. 97
Appendix G to GIA
This Appendix G does not apply to the Interconnection Customer
Interconnection Customer’s Proportional Share of Costs of Network Upgrades for

Applicable Project Group
Note: The amounts shown above are in nominal dollars.

Page No. 98
Appendix H to GIA
This Appendix H does not apply to the Interconnection Customer
INTERCONNECTION REQUIREMENTS FOR A WIND GENERATING PLANT
Appendix H sets forth requirements and provisions specific to a wind generating plant.
All other requirements of this GIA continue to apply to wind generating plant interconnections.
A. Technical Standards Applicable to a Wind Generating Plant
i. Low Voltage Ride-Through (LVRT) Capability
A wind generating plant shall be able to remain online during voltage disturbances up to
the time periods and associated voltage levels set forth in the standard below.
All wind generating plants subject to FERC Order No. 661 must meet the following
requirements:
Wind generating plants are required to remain in-service during three-phase faults with
normal clearing (which is a time period of approximately 4 9 cycles) and single line to
—
ground faults with delayed clearing, and subsequent post-fault voltage recovery to
prefault voltage unless clearing the fault effectively disconnects the generator from the
system. The clearing time requirement for a three-phase fault will be specific to the wind
generating plant substation location, as determined by and documented by the
Distribution Provider. The maximum clearing time the wind generating plant shall be
required to withstand for a three-phase fault shall be 9 cycles after which, if the fault
remains following the location-specific normal clearing time for three-phase faults, the
wind generating plant may disconnect from the electric system. A wind generating plant
shall remain interconnected during such a fault on the electric system for a voltage level
as low as zero volts, as measured at the high voltage side of the wind GSU.
2. This requirement does not apply to faults that would occur between the wind generator
terminals and the high side of the GSU.
3. Wind generating plants may be tripped after the fault period if this action is intended as
part of a special protection system.
4. Wind generating plants may meet the LVRT requirements of this standard by the
performance of the generators or by installing additional equipment (çg, Static VAr
Compensator) within the wind generating plant or by a combination of generator
performance and additional equipment.
5. Existing individual generator units that are, or have been, interconnected to the network
at the same location at the effective date of the Appendix H LVRT Standard are exempt
Page No. 99
from meeting the Appendix H LVRT Standard for the remaining life of the existing
generation equipment. Existing individual generator units that are replaced are required to
meet the Appendix H LVRT Standard.
ii. Power Factor Design Criteria (Reactive Power)
A wind generating plant shall maintain a power factor within the range of 0.95 leading to
0.95 lagging, measured at the Point of Interconnection as defined in this GIA, if the Distribution
Provider’s Interconnection Studies shows that such a requirement is necessary to ensure safety or
reliability. The power factor range standard can be met by using, for example, power electronics
designed to supply this level of reactive capability (taking into account any limitations due to
voltage level, real power output, etc.) or fixed and switched capacitors if agreed to by the
Distribution Provider, or a combination of the two. The Interconnection Customer shall not
disable power factor equipment while the wind plant is in operation. Wind plants shall also be
able to provide sufficient dynamic voltage support in lieu of the power system stabilizer and
automatic voltage regulation at the generator excitation system if the Interconnection Studies
shows this to be required for system safety or reliability.
iii. Supervisory Control and Data Acquisition (SCADA) Capability
The wind plant shall provide SCADA capability to transmit data and receive instructions
from the Distribution Provider to protect system reliability. The Distribution Provider and the
wind plant Interconnection Customer shall determine what SCADA information is essential for
the proposed wind plant, taking into account the size of the plant and its characteristics, location,
and importance in maintaining generation resource adequacy and electric system reliability in its
area.
APPENDIX D
Appendix D: Instrumentation Specifications
APPENDIX E
Appendix E: Economic Analysis
Prime Mover Efficiencuy: 37.5%
Actual Efficiency (HHV): 87.8%
Cond HX Q: 4.23 MMBtu/hr
Gross Heating Value of Natural Gas: 22,800 Btu/lb
Spec. Fuel: 11,485 kW
Spec Fuel: 39.2 MMBtu/hr Condensing Heat Exchanger is: on
Spec Efficiency (HHV): 87.8%
Heat Rate: 9,095 Btu/kWh Actual: 19.7 MMBtu/hr
T: 203.1 F 0.877807
T: 95.0 C
Spec: 19.7 MMBtu/hr 0.375256
Total onsite capacity: 12,930 kW
mdot: 88.7 m3/hr
mdot: 23,439 gal/hr
Spec. Output 4,347 kW

Net Output 4,310 kW
T: 44.9 C
T: 112.8 F
Mass Flow of Fuel: 1719.30 lbs/hour

Molecular Weight of Methane: 16.04 lbs/lb-mole Avoided Boiler CO2:
Mass Flow: 107.19 moles/hour
Molecular Weight of CO2: 44.01 lbs/lb-mole Avoided Fuel: 21.89 MMBtu/hr
Mass Flow of CO2: 4717.35 lbs/hour Mass Flow of Fuel: 960.04 lbs/hour
lbs of C02/kWh 1.09 lbs/kWh Output Mass Flow of Fuel: 59.85 moles/hour
$91.74 lbs of C02/kWh 0.410722 lbs/kWh Input Mass Flow of CO2: 2634.12 lbs/hour
Mass Flow: 2.14 tonnes/hr Mass Flow: 1.20 tonnes/hr
Net Capacity: 4310 kW
Fuel: 39.2 MMBtu/hr $1,500,000
Cost of Operations Thermal: 19.7 MMBtu/hr
$1,144,000
$986,000
Fuel Cost per Hour: $171.33 Fuel Cost per Hour: $171.33 $1,000,000
$749,000
Maintenance Cost per Hour: $54.69 Marginal Cost of Generation: $.026/kWh
Total Hourly Cost: $226.02 Maintenance Cost per Hour: $54.69
$500,000
Period Departing Load and Standby Charges: $433,922 Period Departing Load and Standby Charges: $433,922 $234,000
Period Hours of Operation: 13,396 Period Hours of Operation: 13,396 ($217,000)
($366,320)
Total Period Cost of Operation: $3,461,823 Total Period Cost of Operation: $3,461,823 5,801,160 $0
Annual Electric Utility GHG Reimbursement: $39,566 Value of Power Value of Power Value of the Value of CO2: Cost of Fuel Cost of Departing Maintenance
Used Onsite Sold at FIT Thermal Energy Load Charges and
Total Period Gross Revenue: $6,304,183 Standby
($500,000)
Total Period Gross Revenue: $6,304,183 Total Period Net Revenue: $2,842,360
Total Period Net Revenue: $2,842,360
Total Annual Net Revenue: $1,421,180 ($1,000,000)
Simple Payback: 3.67 Years Project Capital Cost: $5,221,044 ($1,148,000)
Total Annual Net Revenue: $1,421,180 ($1,500,000)
Revenue from Operations Simple Payback (Years): 3.67
Hourly Avoided Boiler Fuel: 21.89 MMBtu/hr Value of Power Used Onsite $1,144,000 #########
Incremental Hourly CO2 (tonnes/hr): 0.95 $18,080.08 $1,211.38 Value of Power Sold at FIT $986,000 #########
Period Hours of CO2: 5377 Value of the Thermal Energy $749,000 #########
Value of CO2 per lb $0.0417 Marginal Cost of Generation: $0.026 per kWh Value of CO2: $234,000 #########
Value of CO2 per Tonne $91.91 Installed Cost per kW: $1,211.38 per kW (net) Cost of Fuel ($1,148,000) -1147630.1
Period Fuel Savings: $1,497,243 Maintenance Cost: $0.0127 per kW (net) Cost of Departing Load Charges and Standby ($217,000) -$216,961
Period Value of CO2: $467,084 Weekly Avoided Fuel: 3677.3333 MMBtu Maintenance ($366,320)
Net Cost of GHG Allowances ($2,000) -2198.6267
Avoided Tariff (TOU-
Grow Lights Off Grow Lights On FIT Totals PA) 2.464
FIT Off FIT Off FIT Super
FIT On Peak FIT Mid Peak Peak Peak Off Peak Off Peak
Bin 1 (June thru Sept) $294,830 $219,590 $6,297 $36,844 $557,562 $290,428 Cost of CO2: 3.102556411
Bin 2 (Oct, Nov, April, May) $0 $469,201 $112,370 $28,998 $40,017 $650,586 $600,844 $12 per tonne
Bin 3 (Nov thru March) 0 $569,847 $117,945 $36,247 $40,017 $764,057 $660,929 0.012 per kG
Avoided Facilities Charge: $736,319 0.63624 per MMBtu
Total: $1,972,205 $2,288,520 $0.061 0.00445368 per kWh (at heat rate of 7000 Btu/kWh)
Total Period Sales: Average Value of Power: $0.074 per/kWh

Value of Avoided Facilities Charges: $0.013 per/kWh
Initial Investment $4,921,044
3.72 After Tax IRR 22.64%
Border Price Simple Payback
3.70
Years to Capital Recovery 4.0
$3.85 1,972,205
$3.50 1,882,856 3.68
$3.85 1,972,205
3.66
$4.00 2,010,497 Simple Payback
$4.50 2,138,139 (Years) 3.64
$5.00 2,265,780
3.62
$5.50 2,393,422
$6.00 2,521,063 3.60
$2,188
$6.50 2,648,705 $2,050
$7.00 2,776,346 3.58 $1,913
$1,776
$3.00 $3.50 $4.00 $4.50 $5.00 $5.50 $1,638
$1,502
Price of Gas ($/MMBtu)
Chart Title
3,000,000
$3.00 3.70
2,500,000 $3.50 3.68 Annual Revenue (Cost)
$4.00 3.67 ($1000's/year)
2,000,000 $4.50 3.65
$3.00 $3.50 $4.00 $4.50 $5.00 $5.50
$5.00 3.64
1,500,000 y = 255283x + 989366 Border Cost of Natural Gas ($/MMBtu)
$5.50 3.62
1,000,000
($924)
($1,056)
500,000 $3.85 $3.67 $986 $749 ($1,187)
($1,318)
($1,450)
0 ($1,581)
Fuel Cost FIT RevenueThermal Energy Savings
$0.00 $1.00 $2.00 $3.00 $4.00 $5.00 $6.00 $7.00 $8.00
$3.00 $924 $878 $624 $1,502
Fuel Cost Sum of FIT Revenue and Thermal Enertgy Savings
$3.50 $1,056 $941 $697 $1,638
$4.00 $1,187 $1,005 $771 $1,776
$4.50 $1,318 $1,069 $844 $1,913
$5.00 $1,450 $1,133 $917 $2,050
$5.50 $1,581 $1,197 $991 $2,188
Fuel Cost Sum of FIT Revenue and Thermal Enertgy Savings

$3.00 ($924) $1,502
$3.50 ($1,056) $1,638
$4.00 ($1,187) $1,776
$4.50 ($1,318) $1,913
$5.00 ($1,450) $2,050
$5.50 ($1,581) $2,188
35.8 Prime Mover Efficiencuy: 32.7%
Actual Efficiency (HHV): 73.9%
Cond HX Q: 4.23 MMBtu/hr
Gross Heating Value of Natural Gas: 22,800 Btu/lb
Spec. Fuel: 3,448 kW
Spec Fuel: 11.8 MMBtu/hr
Spec Efficiency (HHV): 73.9%
Heat Rate: 10,439 Btu/kWh Actual: 4.8 MMBtu/hr
T: 203.1 F
T: 95.0 C
Spec: 4.8 MMBtu/hr
Total onsite capacity: 3,382 kW
mdot: 88.7 m3/hr
mdot: 23,439 gal/hr
Spec. Output 1,137 kW

Net Output 1,127 kW
Parasitic Used: 130 kW

T: 44.9 C
T: 112.8 F
Mass Flow of Fuel: 516.16 lbs/hour

Molecular Weight of Methane: 16.04 lbs/lb-mole Avoided Boiler CO2:
Mass Flow: 32.18 moles/hour
Molecular Weight of CO2: 44.01 lbs/lb-mole Avoided Fuel: 5.38 MMBtu/hr
Mass Flow of CO2: 1416.23 lbs/hour Mass Flow of Fuel: 236.05 lbs/hour
lbs of C02/kWh 1.26 lbs/kWh Output Mass Flow of Fuel: 14.72 moles/hour
lbs of C02/kWh 0.410722 lbs/kWh Input Mass Flow of CO2: 647.68 lbs/hour
Mass Flow: 0.64 tonnes/hr Mass Flow: 0.29 tonnes/hr
Cost of Operations
Fuel Cost per Hour: $51.91 Fuel Cost per Hour: $51.91
Maintenance Cost per Hour: $21.83 Marginal Cost of Generation: $.041/kWh
Total Hourly Cost: $73.74 Maintenance Cost per Hour: $21.83
Period Departing Load and Standby Charges: $113,496 Period Departing Load and Standby Charges: $113,496
Period Hours of Operation: 13,396 Period Hours of Operation: 13,396
Total Period Cost of Operation: $1,101,286 Total Period Cost of Operation: $1,101,286
Annual Electric Utility GHG Reimbursement: $12,309
Total Period Gross Revenue: $1,617,896
Total Period Gross Revenue: $1,617,896 Total Period Net Revenue: $516,609
Total Period Net Revenue: $516,609
Total Annual Net Revenue: $258,305
Simple Payback: 9.82 Years Project Capital Cost: $2,536,475
Total Annual Net Revenue: $258,305
Revenue from Operations Simple Payback (Years): 9.82
Hourly Avoided Boiler Fuel: 5.38 MMBtu/hr Value of Power Used Onsite $299,000 $299,292.32
Incremental Hourly CO2 (tonnes/hr): 0.25 Installed Cost per kW: $2,250 per kW (net) Value of Power Sold at FIT $258,000 $257,924.65
Period Hours of CO2: 5377 Maintenance Cost: $0.0194 per kW (net) Value of the Thermal Energy $178,000 $178,336.29
Value of CO2 per lb $0.0417 Marginal Cost of Generation: $0.041 per kWh Value of CO2: $61,000 $61,085.15
Value of CO2 per Tonne $91.91 Cost of Fuel ($348,000) -347672.9501
Period Fuel Savings: $356,673 $0.0051 Cost of Departing Load Charges and Standby ($57,000) -$56,748
Period Value of CO2: $122,170 Weekly Avoided Fuel: 904.179487 MMBtu Net Cost of GHG Allowances ($13,000) -12639.71935
Avoided Tariff (TOU-

Grow Lights Off Grow Lights On FIT Totals PA)
FIT On FIT Mid FIT Off FIT Off FIT Super
Peak Peak Peak Peak Off Peak Off Peak
Bin 1 (June thru Sept) $294,830 $219,590 $6,297 $36,844 $145,835.73 $75,964 Cost of CO2: 3.102556
Bin 2 (Oct, Nov, April, May) $0 $469,201 $112,370 $28,998 $40,017 $170,167.02 $157,157 $15 per tonne
Bin 3 (Nov thru March) 0 $569,847 $117,945 $36,247 $40,017 $199,847 $172,872 0.015 per kG
Avoided Facilities Charge: $192,591 0.7953 per MMBtu
Total: $515,849 $598,585 0.0055671 per kWh (at heat rate of 7000 Btu/kWh)
Border Price Simple Payback

4.5 9.82
Rate Assumptions
TOU-PA-3
DEMAND ENERGY
Facilities On-Peak Mid-peak Off-peak On-Peak Mid-peak Off-peak
Summer $8.09 $11.68 $2.67 0 0.13137 0.08164 0.06078 $0.0289
Winter $8.09 0 0 0 0.08602 0.06657
Customer Charge: $197.69
Electric Utility GHG Reimbursement
Electricity Export from CHP System (MWh): 17,003 4,447

Electricity Export from CHP System (MMBtu): 53,410 13,970
Onsite Use of Electricity (MWh): 11,866 3,104
Customer Charge: $609.78 Summer Winter Onsite Use of Electricity (MMBtu): 40,488 10,590
Off Peak Energy ($/kWh): $0.06078 $0.06657 Useful Thermal Output (MMBtu): 131,955 32,445
Facilities Charge ($/kW/mo): $8.09 $8.09 Total Useful Energy (MMBtu): 225,852 57,005
TOU-8-S Primary Fuel Energy Input (MMBtu): 262,570 78,828
DEMAND Total Free Allowances: 0 0
Facilities On-Peak Mid-peak Off-peak Emission Quantity (MT): 3,297 1,026
Summer Supplemental $14.09 $22.39 $6.45 0 GHG Allowanc e Price: $12 $12
Winter Supplemental $14.09 0 0 0 Total Reimbursement: $39,566 $12,309 per year
Summer Backup (CRC) 7.59 $9.99 $2.82 0
Winter Backup (CRC) 7.59 0 0 0
Customer Charge: $319.56
Gas Rate GT-F GT-F3D

Nonbypassable Surcharges therm $/th
C&I EG Tier 1 20833 0.15126
NDC $0.000280 Transportation $0.319 $0.362 ($/MMBTU) Tier 2 62500 0.09352
PPP $0.009660 2014 SoCal Border: $3.85 $3.85 ($/MMBTU) Tier 3 83333 0.05659
CTC $0.000000 1st MW exempt PPP $0.778 ($/MMBTU) Tier 4 5084732 0.0302
DWRBC $0.005260 1st MW exempt total $4.947 $4.212 ($/MMBTU) total 5251398
PCIA-URG n/a Average 0.03185265
Weighted Total $0.015200
$0.009940
Voucher (Multiple Items) Equip/Mat Eng/soft Const Labor Equip/Mat Eng/soft Construction
Capital Cost
Row Labels Sum of Amount Equipment and Materials
Airgas USA, LLC 1,487 1487 N2, CO O2 for COdiNOx 100% 1,487 0 0 GE JMS 624 Standardized Greenhouse CHP Platform 2,433,260
All Cable 2,006 2006 wiring & cable 100% 2,006 0 0 Building Materials 161,600
All Phase Electric Supply Co. 2,188 2189 100% 2,189 0 0 550 KVA Transformer and Splice/Communication Vaults 345,970
Alpine Geotechnical 680 680 soil report 100% 0 680 0 Switch gear and 480 volt transformers 132,690
AMPS-DMS, Inc. 3,125 3125 ISO meter install 100% 0 0 3,125 SCE Interconnection 226,670
Avance Concrete Sawing 738 738 Foundation 100% 0 0 738 Miscellanious Equipment and Materials 480,530
B&R Tool & Supply Co 357 357 Materials 100% 357 0 0 Equipment and Materials Subtotal 3,780,720
BFL Canada Insurance Services Inc. 19,842 19842 Equip Ins 100% 19,842 0 0
C. Hood & Associates, Inc. 24,309 24309 Eng 100% 0 24,309 0 Balance of Scope of Supply
Canadian Climatrol Systems Ltd. 650 650 GH Computer interface 100% 0 650 0 Engineering 361,090 808,270
COAPIP (224) 0 0 0 Project Management 308,310
Coastal Pipco 1,774 1774 Material plumbing 0 0 0 Construction 1,212,170
CONTEC 12,400 12400 100% 0% 0 12,400 0 Commissioning 138,870
Control Technology Inc. 178,876 178876 Control System 31% 69% 55,452 123,424 0 Scope of Supply Balance Total 2,020,440
DE Solutions, Inc. (380,547) 0 0 0
DIEELE 442,306 442306 MV & Eng Control & Switchgear 30% 70% 132,692 0 309,614 Total 5,801,160
Dieners Electric 345,973 345973 100% 345,973 0 0
Doby Hagar Trucking Inc. 1,430 1430 100% 0 0 1,430
Electrical Reliability Services Inc. 4,290 4290 Emerson 100% 0 4,290 0
Elite Fire Protection 38,538 38538 50% 50% 0 19,269 19,269
Enerdes BV - Energy Design (1,240) 0 0 0
Energy Design BV 99,334 99334 CO2 fans 80% 20% 79,467 19,867 0
F2013 P2 Reclass 2nd installment for CoGen unit 3 to CIP GJ0052253 100,138 100138 100% 100,138 0 0
Famcon Utility Supply,Inc. 6,262 6262 conduit 100% 6,262 0 0
FCP INC. 74,384 74384 100% 0 0 74,384
FCPINC 269,335 269335 60% 40% 161,601 0 107,734
Fence Factory 4,395 4395 Switchgear fencing 50% 50% 2,198 0 2,198
FG Wilcox Inc. 560 560 parts 100% 560 0 0
Grainger Industrial Supply 1,318 1318 100% 1,318 0 0
Home Depot 1,316 1316 100% 1,316 0 0
HORAIR 4,950 4950 source test 100% 0 0 4,950
Horizon Air Measurement Services, Inc. - 0 0 0
Horticultural Labor Service 58,755 58755 hot water piping 100% 0 0 58,755
Industrial Solution Services, Inc. 21,998 21998 urea 100% 21,998 0 0
INTERT 23,955 23955 Equip cert 100% 0% 0 23,955 0
Jensen Design & Survey 2,494 2494 bldg permit 100% 0 2,494 0
Keenan Supply 2,131 2131 100% 2,131 0 0
Loomis Tank Center 8,921 8921 urea tank 100% 8,921 0 0
LORCON 41,184 41184 Foundations 35% 65% 14,414 0 26,770
Lorenzana Construction 54,225 54225 35% 65% 18,979 0 35,246
MacValley Oil Company 39,255 39255 engine oil 100% 39,255 0 0
MASTERCARD 1,729 1729 100% 1,729 0 0
McMaster-Carr Supply Company 756 756 100% 756 0 0
MCMSUP 64 64 100% 0 0 64
Mobile Mini LLC 3,251 3251 scaffolding 100% 3,251 0 0
Mosier Bros 16,477 16477 oil tank 50% 50% 8,239 0 8,239
Power Machinery Centre 2,771 2771 forklift rental 100% 0 0 2,771
Powerstride Battery Co. Inc. 705 705 100% 705 0 0
SDV Logistiques/Logistics (Canada) Inc. 1,097 1097 transportation 100% 1,097 0 0
Senator International - 0 0 0
Solid Structures 568 568 100% 568 0 0
Specialty Crane & Rigging Corp. 28,100 28100 rental 100% 0 0 28,100
SPECRA (4,350) 0 0 0
State Ready Mix Inc. 4,406 4406 concrete 100% 4,406 0 0
Sunbelt Rentals 4,409 4409 rental 100% 0 0 4,409
Sunshine Metal Clad 35,247 35247 insulation 50% 50% 17,624 0 17,624
Taylor Steel & Welding Inc. (3,420) 0 0 0
Travis Agricultural Construction 6,852 6852 gas pipe 50% 50% 3,426 0 3,426
Travis Agricultural Construction, Inc. 34,805 34805 50% 50% 17,403 0 17,403
Uline Inc. 1,297 1297 100% 1,297 0 0
U-Rent Inc 3,227 3227 rental 100% 0 0 3,227
Ventura County APCD 450 450 permit 100% 0 450 0
Ventura Pipe & Supply 4,895 4895 100% 4,895 0 0
Ventura Steel 16,689 16689 100% 16,689 0 0
Watertec Inc. 4,686 4686 plumber 100% 0 0 4,686
WATINC 107 107 100% 0 0 107
Wesco Distribution 5,989 5989 100% 5,989 0 0
Western Energy Systems 2,896,734 2896734 84% 8% 8% 2,433,257 231,739 231,739
White Cap Construction Supply 1,167 1167 100% 1,167 0 0
Winston & Strawn LLP 49,795 49795 legal 100% 0 49,795 0
WINSTR 16,619 16619 legal 100% 0 16,619 0
WIP Communications, Inc 22,303 22303 fiberoptic labor 40% 60% 8,921 0 13,382
WIPCOM 10,190 10190 40% 60% 4,076 0 6,114
Grand Total 4,681,483
Houweling 155,000 155,000

York eng 10,000 100% 0 10,000 0
SCE interconnection 566,667 40% 20% 40% 226,667 113,333 226,667
TOTAL 5,802,932 3,780,715 808,274 1,212,168
5,801,158
Houweling Nurseries Oxnard, Inc
Natural Gas Consumption Report Assumed Boiler Efficiency: 90% Bin One GR LT Hours: 5 (June thru September) GR LT Load: 11,377 kW 739,228
Fiscal 2012/Fiscal 2013 Average Run Time: 129 76.67% bin Two GR LT Hours: 10 (Oct, Nov, Apr, May) Cogen #2 518 kW 739,228
Hrly Fuel Hours per week: 168 Bin Three GR LT Hours: 11 (December thru March) Total: 1,553 kW
FIT Sales GR LTS ON (KwH) Wkly Hours
Wk Fuel Average WK GR LT GR LT Run Hours FIT OP Run Hours FIT MP Run Hours FIT OFFP Run Hours Hours of Hours
Week mmbtu mmbtu Hrs/week Bin Hours RT BLK Left Run Hours Left Run Hours Left Run Hours Left CO2 Hours OFFP SOFFP Operation Available
Aug 35 1659 9.88 76 1 35 Off Peak 41 30 11 11 0 0 41 18,118 76 168
Sept 1 1744 10.38 80 1 35 Off Peak 45 30 15 15 0 0 45 18,118 80 168
Sept 2 1906 11.35 87 1 35 Off Peak 52 30 22 22 0 0 52 18,118 87 168
Sept 3 2005 11.94 92 1 35 Off Peak 57 30 27 27 0 0 57 18,118 92 168
Sept 4 2139 12.73 98 1 35 Off Peak 63 30 33 33 0 0 60 18,118 98 168
Sept 5 2441 14.53 111 1 35 Off Peak 76 30 46 45 1 1 61 18,118 111 168
Oct 6 2089 12.43 95 2 70 Off Peak 25 0 25 25 0 0 0 25 14,495 21,742 95 168
Oct 7 2473 14.72 113 2 70 Off Peak 43 0 43 43 0 0 0 43 14,495 21,742 113 168
Oct 8 2969 17.67 136 2 70 Off Peak 66 0 66 65 1 1 0 46 14,495 21,742 136 168
Oct 9 3341 19.89 153 2 70 Off Peak 83 0 83 65 18 18 0 63 14,495 21,742 153 168
Nov 10 4344 25.86 168 2 70 Off Peak 98 0 98 65 33 33 0 63 14,495 21,742 168 168
Nov 11 3885 23.13 168 2 70 Off Peak 98 0 98 65 33 33 0 63 14,495 21,742 168 168
Nov 12 5007 29.80 168 2 70 Off Peak 98 0 98 65 33 33 0 63 14,495 21,742 168 168
Nov 13 4647 27.66 168 2 70 Off Peak 98 0 98 65 33 33 0 63 14,495 21,742 168 168
Dec 14 6531 38.88 168 3 77 Off Peak 91 0 91 65 26 26 0 63 18,118 21,742 168 168
Dec 15 5991 35.66 168 3 77 Off Peak 91 1 90 65 25 25 0 63 18,118 21,742 168 168
Dec 16 5432 32.33 168 3 77 Off Peak 91 2 89 65 24 24 0 63 18,118 21,742 168 168
Dec 17 5432 32.33 168 3 77 Off Peak 91 3 88 65 23 23 0 63 18,118 21,742 168 168
Jan 18 5432 32.33 168 3 77 Off Peak 91 4 87 65 22 22 0 63 18,118 21,742 168 168
Jan 19 5432 32.33 168 3 77 Off Peak 91 5 86 65 21 21 0 63 18,118 21,742 168 168
Jan 20 5313 31.62 168 3 77 Off Peak 91 6 85 65 20 20 0 63 18,118 21,742 168 168
Jan 21 4161 24.76 168 3 77 Off Peak 91 7 84 65 19 19 0 63 18,118 21,742 168 168
Feb 22 4737 28.19 168 3 77 Off Peak 91 8 83 65 18 18 0 63 18,118 21,742 168 168
Feb 23 4737 28.19 168 3 77 Off Peak 91 9 82 65 17 17 0 62 18,118 21,742 168 168
Feb 24 4846 28.84 168 3 77 Off Peak 91 10 81 65 16 16 0 61 18,118 21,742 168 168
Feb 25 3633 21.62 166 3 77 Off Peak 89 11 77.96091 65 13 13 0 58 18,118 21,742 166 168
Feb 26 4481 26.67 168 3 77 Off Peak 91 12 79 65 14 14 0 59 18,118 21,742 168 168
Mar 27 3902 23.22 168 3 77 Off Peak 91 13 78 65 13 13 0 58 18,118 21,742 168 168
Mar 28 3409 20.29 156 3 77 Off Peak 79 14 65 65 0 0 0 45 18,118 21,742 156 168
Mar 29 3689 21.96 168 3 77 Off Peak 91 15 76 65 11 11 0 56 18,118 21,742 168 168
Mar 30 3936 23.43 168 3 77 Off Peak 91 16 75 65 10 10 0 55 18,118 21,742 168 168
April 31 3535 21.04 162 2 70 Off Peak 92 0 92 65 27 27 0 63 14,495 21,742 162 168
April 32 4265 25.39 168 2 70 Off Peak 98 0 98 65 33 33 0 63 14,495 21,742 168 168
April 33 3173 18.88 145 2 70 Off Peak 75 0 75 65 10 10 0 55 14,495 21,742 145 168
April 34 2832 16.85 129 2 70 Off Peak 59 0 59 59 0 0 0 45 14,495 21,742 129 168
May 35 2819 16.78 129 2 70 Off Peak 59 0 59 59 0 0 0 45 14,495 21,742 129 168
May 36 2580 15.36 118 2 70 Off Peak 48 0 48 48 0 0 0 45 14,495 21,742 118 168
May 37 2652 15.79 121 2 70 Off Peak 51 0 51 51 0 0 0 45 14,495 21,742 121 168
May 38 2276 13.55 104 2 70 Off Peak 34 0 34 34 0 0 0 34 14,495 21,742 104 168
May 39 2503 14.90 114 2 70 Off Peak 44 0 44 44 0 0 0 44 14,495 21,742 114 168
June 40 2187 13.02 100 1 35 Off Peak 65 30 35 35 0 0 60 18,118 100 168
June 41 1718 10.22 78 1 35 Off Peak 43 30 13 13 0 0 43 18,118 78 168
June 42 1767 10.52 81 1 35 Off Peak 46 30 16 16 0 0 46 18,118 81 168
June 43 2040 12.14 93 1 35 Off Peak 58 30 28 28 0 0 58 18,118 93 168
July 44 1841 10.96 84 1 35 Off Peak 49 30 19 19 0 0 49 18,118 84 168
July 45 2102 12.51 96 1 35 Off Peak 61 30 31 31 0 0 60 18,118 96 168
July 46 2030 12.08 93 1 35 Off Peak 58 30 28 28 0 0 58 18,118 93 168
July 47 2157 12.84 99 1 35 Off Peak 64 30 34 34 0 0 60 18,118 99 168
Aug 48 2150 12.80 98 1 35 Off Peak 63 30 33 33 0 0 60 18,118 98 168
Aug 49 1834 10.91 84 1 35 Off Peak 49 30 19 19 0 0 49 18,118 84 168
Aug 50 1656 9.86 76 1 35 Off Peak 41 30 11 11 0 0 41 18,118 76 168
Aug 51 1669 9.93 76 1 35 Off Peak 41 30 11 11 0 0 41 18,118 76 168
Aug 52 1766 10.51 81 1 35 Off Peak 46 30 16 16 0 0 46 18,118 81 168
Sept 1 2259 13.44 103 1 35 Off Peak 68 30 38 38 0 0 60 18,118 103 168
Sept 2 1938 11.54 89 1 35 Off Peak 54 30 24 24 0 0 54 18,118 89 168
Sept 3 2270 13.51 104 1 35 Off Peak 69 30 39 39 0 0 60 18,118 104 168
Sept 4 2910 17.32 133 1 35 Off Peak 98 30 68 45 23 23 83 18,118 133 168
Sept 5 2439 14.52 111 1 35 Off Peak 76 30 46 45 1 1 61 18,118 111 168
Oct 6 2477 14.74 113 2 70 Off Peak 43 0 43 43 0 0 0 43 14,495 21,742 113 168
Oct 7 2855 16.99 130 2 70 Off Peak 60 0 60 60 0 0 0 45 14,495 21,742 130 168
Oct 8 3869 23.03 168 2 70 Off Peak 98 0 98 65 33 33 0 63 14,495 21,742 168 168
Oct 9 4763 28.35 168 2 70 Off Peak 98 0 98 65 33 33 0 63 14,495 21,742 168 168
Nov 10 5026 29.92 168 2 70 Off Peak 98 0 98 65 33 33 0 63 14,495 21,742 168 168
Nov 11 5994 35.68 168 2 70 Off Peak 98 0 98 65 33 33 0 63 14,495 21,742 168 168
Nov 12 3532 21.02 161 2 70 Off Peak 91 0 91 65 26 26 0 63 14,495 21,742 161 168
Nov 13 3681 21.91 168 2 70 Off Peak 98 0 98 65 33 33 0 63 14,495 21,742 168 168
Dec 14 3793 22.58 168 3 77 Off Peak 91 14 77 65 12 12 0 57 18,118 21,742 168 168
Dec 15 4919 29.28 168 3 77 Off Peak 91 14 77 65 12 12 0 57 18,118 21,742 168 168
Dec 16 5821 34.65 168 3 77 Off Peak 91 14 77 65 12 12 0 57 18,118 21,742 168 168
Dec 17 5492 32.69 168 3 77 Off Peak 91 14 77 65 12 12 0 57 18,118 21,742 168 168
Jan 18 6338 37.72 168 3 77 Off Peak 91 14 77 65 12 12 0 57 18,118 21,742 168 168
Jan 19 6390 38.04 168 3 77 Off Peak 91 14 77 65 12 12 0 57 18,118 21,742 168 168
Jan 20 5307 31.59 168 3 77 Off Peak 91 14 77 65 12 12 0 57 18,118 21,742 168 168
Jan 21 3696 22.00 168 3 77 Off Peak 91 14 77 65 12 12 0 57 18,118 21,742 168 168
Jan 22 5128 30.53 168 3 77 Off Peak 91 14 77 65 12 12 0 57 18,118 21,742 168 168
Feb 23 4477 26.65 168 3 77 Off Peak 91 14 77 65 12 12 0 57 18,118 21,742 168 168
Feb 24 4841 28.82 168 3 77 Off Peak 91 14 77 65 12 12 0 57 18,118 21,742 168 168
Feb 25 4712 28.05 168 3 77 Off Peak 91 14 77 65 12 12 0 57 18,118 21,742 168 168
Feb 26 3966 23.60 168 3 77 Off Peak 91 14 77 65 12 12 0 57 18,118 21,742 168 168
March 27 3292 19.59 150 3 77 Off Peak 73 14 59 59 0 0 0 45 18,118 21,742 150 168
March 28 3527 20.99 161 3 77 Off Peak 84 14 70 65 5 5 0 50 18,118 21,742 161 168
March 29 3389 20.17 155 3 77 Off Peak 78 14 64 64 0 0 0 45 18,118 21,742 155 168
March 30 3688 21.95 168 3 77 Off Peak 91 14 77 65 12 12 0 57 18,118 21,742 168 168
April 31 3007 17.90 137 2 70 Off Peak 67 0 67 65 2 2 0 47 14,495 21,742 137 168
April 32 2932 17.45 134 2 70 Off Peak 64 0 64 64 0 0 0 45 14,495 21,742 134 168
April 33 3604 21.45 165 2 70 Off Peak 95 0 95 65 30 30 0 63 14,495 21,742 165 168
April 34 2765 16.46 126 2 70 Off Peak 56 0 56 56 0 0 0 45 14,495 21,742 126 168
May 35 2414 14.37 110 2 70 Off Peak 40 0 40 40 0 0 0 40 14,495 21,742 110 168
May 36 2196 13.07 100 2 70 Off Peak 30 0 30 30 0 0 0 30 14,495 21,742 100 168
May 37 2003 11.92 92 2 70 Off Peak 22 0 22 22 0 0 0 22 14,495 21,742 92 168
May 38 1901 11.31 87 2 70 Off Peak 17 0 17 17 0 0 0 17 14,495 21,742 87 168
May 39 1798 10.70 82 2 70 Off Peak 12 0 12 12 0 0 0 12 14,495 21,742 82 168
June 40 1819 10.83 83 1 35 Off Peak 48 30 18 18 0 0 48 18,118 83 168
June 41 1708 10.17 78 1 35 Off Peak 43 30 13 13 0 0 43 18,118 78 168
June 42 1772 10.55 81 1 35 Off Peak 46 30 16 16 0 0 46 18,118 81 168
June 43 1687 10.04 77 1 35 Off Peak 42 30 12 12 0 0 42 18,118 77 168
July 44 937 5.58 43 1 35 Off Peak 8 8 0 0 0 0 8 18,118 43 168
July 45 1194 7.11 55 1 35 Off Peak 20 20 0 0 0 0 20 18,118 55 168
July 46 1686 10.04 77 1 35 Off Peak 42 30 12 12 0 0 42 18,118 77 168
July 47 1488 8.86 68 1 35 Off Peak 33 30 3 3 0 0 33 18,118 68 168
aug 48 1816 10.81 83 1 35 Off Peak 48 30 18 18 0 0 48 18,118 83 168
aug 49 1645 9.79 75 1 35 Off Peak 40 30 10 10 0 0 40 18,118 75 168
aug 50 1697 10.10 78 1 35 Off Peak 43 30 13 13 0 0 43 18,118 78 168
aug 51 1767 10.52 81 1 35 Off Peak 46 30 16 16 0 0 46 18,118 81 168
13,396 6258 1,421 4,783 Period CO2 Hours: 5377 For Two Weeks: 13,396
934 Weekly 6,698
Power Used On Site: 23,732 FIT Sales w/ Grow Lights on: 3,240 MWh Check: 76.46%
13,396 FIT Sales w/ Grow Lights Off: 30,767 MWh
13,784 Total: 34,006 MWh
Daily
Lighting
Availability Hours
Bin 1 (June thru Sept) 51% 5
Bin 2 (Oct, Nov, April, May) 81% 10
Bin 3 (Nov thru March) 99% 11
Year: 0 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15
Revenue
Power Cost Savings 2,288,520 $1,144,260 $1,201,473 $1,261,547 $1,324,624 $1,390,855 $1,460,398 $1,533,418 $1,610,089 $1,690,593 $1,775,123 $1,863,879 $1,957,073 $2,054,927 $2,157,673 $2,265,557
Power Sales 1,972,206 $986,103 $1,036,091 $1,073,400 $1,073,400 $1,106,387 $1,142,918 $1,180,485 $1,217,089 $1,254,592 $1,291,691 $1,328,170 $1,363,829 $1,399,563 $1,426,709 $1,454,670
Boiler Fuel Cost Savings 1,497,243 $748,621 $811,405 $864,778 $860,735 $909,801 $958,198 $1,008,079 $1,057,155 $1,107,580 $1,157,866 $1,207,777 $1,257,096 $1,313,135 $1,340,710 $1,388,740
SGIP Incentive - $0 $0 $0 $0 $0
79,131 $39,566 $40,555 $41,569 $42,608 $43,673 $44,765 $45,884 $47,031 $48,207 $49,412 $50,647 $51,914 $53,212 $54,542 $55,905
CO2 Savings 467,084 $233,542 $239,380 $245,365 $251,499 $257,787 $264,231 $270,837 $277,608 $284,548 $291,662 $298,953 $306,427 $314,088 $321,940 $329,989
Total Energy Savings 6,304,184 $3,152,092 $3,328,905 $3,486,658 $3,552,866 $3,708,503 $3,870,510 $4,038,703 $4,208,972 $4,385,520 $4,565,753 $4,749,427 $4,936,339 $5,134,923 $5,301,574 $5,494,861
-
Costs -
CHP Fuel Expense 2,295,260 $1,147,630 $1,260,067 $1,346,874 $1,357,405 $1,436,281 $1,522,953 $1,612,282 $1,700,172 $1,790,475 $1,880,530 $1,969,915 $2,058,238 $2,147,362 $2,219,493 $2,293,995
Maintenance Expense 732,641 $366,320 $375,478 $384,865 $394,487 $404,349 $414,458 $424,819 $435,440 $446,326 $457,484 $468,921 $480,644 $492,660 $504,977 $517,601
Ad Valorem Taxes 104,421 $52,210 $66,914 $66,914 $66,914 $66,914 $66,914 $66,914 $66,914 $66,914 $66,914 $66,914 $66,914 $66,914 $66,914 $66,914
Departing Load and Standby Charges 433,922 $216,961 $227,809 $239,199 $251,159 $263,717 $276,903 $290,748 $305,286 $320,550 $336,578 $353,407 $371,077 $389,631 $409,112 $429,568
Insurance: 30,000 $15,000 $15,375 $15,759 $16,153 $16,557 $16,971 $17,395 $17,830 $18,276 $18,733 $19,201 $19,681 $20,173 $20,678 $21,195
Debt Service - $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0
Total Operating Costs 3,596,244 $1,798,122 $1,945,643 $2,053,612 $2,086,118 $2,187,819 $2,298,199 $2,412,159 $2,525,641 $2,642,541 $2,760,238 $2,878,357 $2,996,554 $3,116,740 $3,221,174 $3,329,272
Operating Income $1,353,970 1,383,262 1,433,046 1,466,748 1,520,685 1,572,311 1,626,544 1,683,331 1,742,979 1,805,515 1,871,070 1,939,785 2,018,183 2,080,400 2,165,588
Interest $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0
Depreciation $939,788 $1,503,661 $902,196 $541,318 $541,318 $270,659 $0 $0 $0 $0 $0 $0 $0 $0 $0
State Taxable Income: $414,182 (120,399) $530,850 $925,430 $979,367 $1,301,652 $1,626,544 $1,683,331 $1,742,979 $1,805,515 $1,871,070 $1,939,785 $2,018,183 $2,080,400 $2,165,588
State Tax $38,519 ($11,197) $49,369 $86,065 $91,081 $121,054 $151,269 $156,550 $162,097 $167,913 $174,010 $180,400 $187,691 $193,477 $201,400
Federal Taxable Income $375,663 ($109,202) $481,481 $839,365 $888,286 $1,180,598 $1,475,275 $1,526,781 $1,580,882 $1,637,602 $1,697,060 $1,759,385 $1,830,492 $1,886,923 $1,964,189
Federal Tax $131,482 ($38,221) $168,518 $293,778 $310,900 $413,209 $516,346 $534,373 $553,309 $573,161 $593,971 $615,785 $640,672 $660,423 $687,466
Total Taxes $170,001 ($49,418) $217,887 $379,843 $401,981 $534,263 $667,615 $690,923 $715,406 $741,074 $767,981 $796,185 $828,363 $853,900 $888,866
After Tax Cash Flow: ($3,521,044) $1,183,969 $1,432,680 $1,215,159 $1,086,905 $1,118,704 $1,038,048 $958,929 $992,408 $1,027,573 $1,064,441 $1,103,089 $1,143,600 $1,189,820 $1,226,500 $1,276,723
$1,183,969 $2,616,649 $3,831,807 $4,918,712 $6,037,416
($904,395.17) $310,763.65 $1,397,668.58 $2,516,372.16 ($3,521,043.70) ($3,521,043.70)
0% 74% 0% 0%
Amortization - - - - - - - - - - - - - - -
After Tax IRR 33.27% ($2,337,074.68)

Years to Capital Recovery: 2.74 0%
Debt Ratio 0.00%

Property Tax Rate 1.00%
Federal Income Tax Rate 35.00%
State Income Tax Rate 9.30%
Debt Term 15 years
Loan Interest 4.00%
General Inflator 2.50%
Added Electric Inflator 2.50%
Added Fuel Inflator 0.00%
Tax Credit 10.00%
CEC and SCG Grant: $1,400,000
Present Worth of Salvage Value: $300,000
Rule 38 $0
6.50
Commodity Cost: 3.85 4.24 4.53 4.53 4.79 5.08 5.37 5.66 5.95 6.24 6.53 6.81 7.09 7.30 7.52
Nominal GTF-5 All in: 4.21 4.60 4.90 4.90 5.15 5.44 5.73 6.02 6.32 6.61 6.89 7.17 7.45 7.66 7.88
Keith's Escalators: 10.17% 6.89% 0.00% 5.70% 5.97% 5.80% 5.34% 5.19% 4.88% 4.58% 4.28% 4.11% 3.00% 3.00% 3.00%
CO2 Surcharge: 0.63624 0.652146 0.66844965 0.685160891 0.702289914 0.719847161 0.73784334 0.756289424 0.77519666 0.794576576 0.81444099 0.834802015 0.855672066 0.877063867 0.898990464
Year: 0 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15
Revenue
Power Cost Savings 2,288,520 $1,144,260 $1,201,473 $1,261,547 $1,324,624 $1,390,855 $1,460,398 $1,533,418 $1,610,089 $1,690,593 $1,775,123 $1,863,879 $1,957,073 $2,054,927 $2,157,673 $2,265,557
Power Sales 1,972,206 $986,103 $1,036,091 $1,073,400 $1,073,400 $1,106,387 $1,142,918 $1,180,485 $1,217,089 $1,254,592 $1,291,691 $1,328,170 $1,363,829 $1,399,563 $1,426,709 $1,454,670
Boiler Fuel Cost Savings 1,497,243 $748,621 $811,405 $864,778 $860,735 $909,801 $958,198 $1,008,079 $1,057,155 $1,107,580 $1,157,866 $1,207,777 $1,257,096 $1,313,135 $1,340,710 $1,388,740
SGIP Incentive - $0 $0 $0 $0 $0
79,131 $39,566 $40,555 $41,569 $42,608 $43,673 $44,765 $45,884 $47,031 $48,207 $49,412 $50,647 $51,914 $53,212 $54,542 $55,905
CO2 Savings 467,084 $233,542 $239,380 $245,365 $251,499 $257,787 $264,231 $270,837 $277,608 $284,548 $291,662 $298,953 $306,427 $314,088 $321,940 $329,989
Total Energy Savings 6,304,184 $3,152,092 $3,328,905 $3,486,658 $3,552,866 $3,708,503 $3,870,510 $4,038,703 $4,208,972 $4,385,520 $4,565,753 $4,749,427 $4,936,339 $5,134,923 $5,301,574 $5,494,861
-
Costs -
CHP Fuel Expense 2,295,260 $1,147,630 $1,260,067 $1,346,874 $1,357,405 $1,436,281 $1,522,953 $1,612,282 $1,700,172 $1,790,475 $1,880,530 $1,969,915 $2,058,238 $2,147,362 $2,219,493 $2,293,995
Maintenance Expense 732,641 $366,320 $375,478 $384,865 $394,487 $404,349 $414,458 $424,819 $435,440 $446,326 $457,484 $468,921 $480,644 $492,660 $504,977 $517,601
Ad Valorem Taxes 104,421 $52,210 $66,914 $66,914 $66,914 $66,914 $66,914 $66,914 $66,914 $66,914 $66,914 $66,914 $66,914 $66,914 $66,914 $66,914
Departing Load and Standby Charges 433,922 $216,961 $227,809 $239,199 $251,159 $263,717 $276,903 $290,748 $305,286 $320,550 $336,578 $353,407 $371,077 $389,631 $409,112 $429,568
Insurance: 30,000 $15,000 $15,375 $15,759 $16,153 $16,557 $16,971 $17,395 $17,830 $18,276 $18,733 $19,201 $19,681 $20,173 $20,678 $21,195
Debt Service - $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0
Total Operating Costs 3,596,244 $1,798,122 $1,945,643 $2,053,612 $2,086,118 $2,187,819 $2,298,199 $2,412,159 $2,525,641 $2,642,541 $2,760,238 $2,878,357 $2,996,554 $3,116,740 $3,221,174 $3,329,272
Operating Income $1,353,970 1,383,262 1,433,046 1,466,748 1,520,685 1,572,311 1,626,544 1,683,331 1,742,979 1,805,515 1,871,070 1,939,785 2,018,183 2,080,400 2,165,588
Interest $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0
Depreciation $939,788 $1,503,661 $902,196 $541,318 $541,318 $270,659 $0 $0 $0 $0 $0 $0 $0 $0 $0
State Taxable Income: $414,182 (120,399) $530,850 $925,430 $979,367 $1,301,652 $1,626,544 $1,683,331 $1,742,979 $1,805,515 $1,871,070 $1,939,785 $2,018,183 $2,080,400 $2,165,588
State Tax $38,519 ($11,197) $49,369 $86,065 $91,081 $121,054 $151,269 $156,550 $162,097 $167,913 $174,010 $180,400 $187,691 $193,477 $201,400
Federal Taxable Income $375,663 ($109,202) $481,481 $839,365 $888,286 $1,180,598 $1,475,275 $1,526,781 $1,580,882 $1,637,602 $1,697,060 $1,759,385 $1,830,492 $1,886,923 $1,964,189
Federal Tax $131,482 ($38,221) $168,518 $293,778 $310,900 $413,209 $516,346 $534,373 $553,309 $573,161 $593,971 $615,785 $640,672 $660,423 $687,466
Total Taxes $170,001 ($49,418) $217,887 $379,843 $401,981 $534,263 $667,615 $690,923 $715,406 $741,074 $767,981 $796,185 $828,363 $853,900 $888,866
After Tax Cash Flow: ($4,921,044) $1,183,969 $1,432,680 $1,215,159 $1,086,905 $1,118,704 $1,038,048 $958,929 $992,408 $1,027,573 $1,064,441 $1,103,089 $1,143,600 $1,189,820 $1,226,500 $1,276,723
$1,183,969 $2,616,649 $3,831,807 $4,918,712 $6,037,416
($2,304,395.17) ($1,089,236.35) ($2,331.42) $1,116,372.16 ($4,921,043.70) ($4,921,043.70)
0% 0% 0% 0%
Amortization - - - - - - - - - - - - - - -
After Tax IRR 22.64% ($3,737,074.68)

Years to Capital Recovery: 4.00 0%
Debt Ratio 0.00%

Property Tax Rate 1.00%
Federal Income Tax Rate 35.00%
State Income Tax Rate 9.30%
Debt Term 15 years
Loan Interest 4.00%
General Inflator 2.50%
Added Electric Inflator 2.50%
Added Fuel Inflator 0.00%
Tax Credit 10.00%
Present Worth of Salvage Value: $300,000
Rule 38 $0
6.50
Commodity Cost:
Keith's Escalators: 4.95 5.34 5.63 5.63 5.89 6.18 6.47 6.76 7.05 7.34 7.63 7.91 8.19 8.40 8.62
10.17% 6.89% 0.00% 5.70% 5.97% 5.80% 5.34% 5.19% 4.88% 4.58% 4.28% 4.11% 3.00% 3.00% 3.00%
CO2 Surcharge:
0.63624 0.652146 0.66844965 0.685160891 0.702289914 0.719847161 0.73784334 0.756289424 0.77519666 0.794576576 0.81444099 0.834802015 0.855672066 0.877063867 0.898990464
Initial Investment $4,921,044

After Tax IRR 22.64%
Years to Capital Recovery 4.0
Weekend Hours Hours Hours
Month Days Days Holidays Weekdays Season Off-Peak Mid-Peak On-Peak Saturdays Sundays
Jan 31 8 1 22 w 458 286 0 4 4
1. Applicable rate time periods are defined as follows:
Feb 28 8 1 19 w 425 247 0 4 4
On-Peak: Noon to 6:00 p.m. summer weekdays except
Mar 31 10 21 w 471 273 0 5 5
holidays.
Apr 30 8 22 w 434 286 0 4 4 Mid-Peak: 8:00 a.m. to Noon and 6:00 p.m. to 11:00 p.m.
May 32 9 1 22 w 482 286 0 5 4 summer weekdays except holidays.
Jun 29 9 20 s 396 180 120 4 5 8:00 a.m. to 9:00 p.m. winter weekdays except
Jul 31 8 1 22 s 414 198 132 4 4 holidays.
Aug 31 9 22 s 414 198 132 5 5 Off-Peak: All other hours.
Sep 35 10 1 24 s 480 216 144 4 4 88 summer weekdays CPP Event Energy Charge Periods: 2:00 p.m. to 6:00 p.m. summer and winter
Oct 26 7 19 w 377 247 0 4 4 165 winter weekdays weekdays except holidays during a CPP-Event
Nov 30 9 2 19 w 473 247 0 5 5 18 summer sundays only.
Dec 31 9 1 21 w 471 273 0 4 4 34 winter sundays Holidays are New Year's Day (January 1), Presidents’ Day (third Monday in February),
104 8 253 Winter 3591 2145 0 52 52 18 summer saturdays Memorial Day (last Monday in May), Independence Day (July 4), Labor Day (first Monday in
Summer 1704 792 528 34 winter saturdays September), Veterans Day (November 11), Thanksgiving Day (fourth Thursday in November),
Customer 8760 and Christmas (December 25).
Edison Seasons Workday 365
Winter Summer 1 2 3
100 winter summer

200 Hours per Month Working Hours per Month mon 5 3
300 Off Pk Mid Pk On Pk Off Pk Mid Pk On Pk mon sat tue 11 9
400 JAN 458 286 0 290 286 0 4 4 wed 11 9
500 FEB 425 247 0 263 247 0 3 4 thu 11 9
600 MAR 471 273 0 291 273 0 5 5 fri 11 9
700 APR 434 286 0 290 286 0 4 4 sat 18 18
800 MAY 482 286 0 314 286 0 3 5
900 JUN 396 180 120 222 180 120 5 4
1000 JUL 414 198 132 246 198 132 4 4
1100 AUG 414 198 132 264 198 132 4 5
1200 SEP 480 216 144 264 216 144 4 4
1300 1 2 3 OCT 377 247 0 257 247 0 4 4
1400 NOV 473 247 0 257 247 0 4 4
1500 DEC 471 273 0 273 273 0 5 4
1600 5295 2937 528 528 49
1700 SoCalGas 5,196 3,041 523 6696
1800 99 8760
1900 8760
2000
2100
2200
2300
2400
Price of Gas
April 4/1/2014 49.26
March 3/1/2014 59.84
February 2/1/2014 51.6
January 1/1/2014 47.72
December 12/1/2013 40.84
November 11/1/2013 41.26
October 10/1/2013 37.38
September 9/1/2013 38.2
August 8/1/2013 42.8
July 7/1/2013 43.64
June 6/1/2013 47.07
May 5/1/2013 45.01
April 4/1/2013 42.96
March 3/1/2013 36.06
February 2/1/2013 39.37
January 1/1/2013 36.81
December 12/1/2012 40.36
November 11/1/2012 35.83
October 10/1/2012 31.54
September 9/1/2012 29.12
August 8/1/2012 33.48
July 7/1/2012 31.61
June 6/1/2012 31.73
May 5/1/2012 24.4
April 4/1/2012 25.1
March 3/1/2012 29.73
February 2/1/2012 29.67
January 1/1/2012 35.96
December 12/1/2011 38.35
November 11/1/2011 39.15
October 10/1/2011 42.21
September 9/1/2011 41.47
August 8/1/2011 49.55
July 7/1/2011 46.2
June 6/1/2011 48.36
May 5/1/2011 45.45
April 4/1/2011 46.02
March 3/1/2011 41.68
February 2/1/2011 47.38
January 1/1/2011 40.14
December 12/1/2010 43.85
November 11/1/2010 34.04
October 10/1/2010 39.94
September 9/1/2010 35.38
August 8/1/2010 46.72
July 7/1/2010 47.07
June 6/1/2010 41.58
May 5/1/2010 42.67
April 4/1/2010 44.55
March 3.1/2010 42.43
February 2/1/2010 59.33
January 1/1/2010 57.87
December 12/1/2009 49.79
November 11/1/2009 47.14
Summer Winter
Fixed Variable Multiplier Total Fixed Variable Multiplier Total
On Peak 0.02104 0.032452 1.11 0.059376
Mid Peak 0.02104 0.032452 1.13 0.060446 0.02104 0.032452 1.02 0.054562
Off Peak 0.02104 0.032452 0.96 0.051352 0.02104 0.032452 1 0.053492
Super Off Peak 0.02104 0.032452 0.92 0.049212
Delivered NG $4.21 per MMBtu

Location Bonus: 10%
Heat Rate: 6,924 Btu/kWh
Summer Winter
On Peak 0.059376
Mid Peak 0.060446 0.054562
Off Peak 0.051352 0.053492
Super Off Peak 0.049212
0.00001
2012 -2 0.00311 0.00306 Chart Title

2013 -1 0.00316 0.00313 0.022876 0.0037
2014 0 0.00322 0.0032 0.022364 0.00327 y = 1E-06x2 + 6E-05x + 0.0032
2015 1 0.00329 0.00327 0.021875 0.0036
2016 2 0.00335 0.00334 0.021407 0.0035

2017 3 0.00342 0.00341 0.020958
0.0034
2018 4 0.00349 0.00348 0.020528
2019 5 0.00356 0.00355 0.020115 0.0033
2020 6 0.00364 0.00362 0.019718 y = 7E-05x + 0.0032
0.0032
7 0.00369 0.019337
8 0.00376 0.01897 0.0031
9 0.00383 0.018617
0.003
10 0.0039 0.018277 -3 -2 -1 0 1 2 3 4 5 6 7
11 0.00397 0.017949
12 0.00404 0.017632
13 0.00411 0.017327
14 0.00418 0.017032
15 0.00425 0.016746
Chart Title
-2 0.02 0.0216
-1 0.02033 0.0214
0 0.02068 0.0212
1 0.02104
0.021
2 0.0214
0.0208
3 0.02142
4 0.02145 0.0206
5 0.02147 0.0204
6 0 0.0202
0.02
0.0198
-3 -2 -1 0 1 2 3 4 5 6
Natural Gas (MMBtu)
0
1000
2000
3000
4000
5000
6000
7000
Aug
Sept
Oct
Oct
Nov
Dec
Jan
Jan
Feb
Mar
Mar
April
May
May
June
July
Aug
Fiscal Years 2013 and 2014
Aug
Sept
Weekly Consumption of Boiler Fuel
Sept
Oct
Nov
Dec
Dec
Jan
Feb
Feb
March
April
May
May
June
July
July
aug

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Energy Research and Development Division

FINAL PROJECT REPORT

Prepared for: California Energy Commission

JMS 624 GS-N.L

Electrical output 4347 kW el.

Thermal output 18.171 MBTU/hr

18.02.2011/p TS JMS624 H01 13 8kV February 08 2011 - Houweling_rev03.doc Copyright ©(rg)

18.02.2011/p TS JMS624 H01 13 8kV February 08 2011 - Houweling_rev03.doc Copyright ©(rg)

18.02.2011/p TS JMS624 H01 13 8kV February 08 2011 - Houweling_rev03.doc Copyright ©(rg)

Energy input MBTU/hr [2] 32.245 24.803 17.364

Spec. fuel consumption of engine BTU/bhp.hr [2] 5.354

Hot water circuit:

18.02.2011/p TS JMS624 H01 13 8kV February 08 2011 - Houweling_rev03.doc Copyright ©(rg)

Output / fuel consumption

18.02.2011/p TS JMS624 H01 13 8kV February 08 2011 - Houweling_rev03.doc Copyright ©(rg)

18.02.2011/p TS JMS624 H01 13 8kV February 08 2011 - Houweling_rev03.doc Copyright ©(rg)

18.02.2011/p TS JMS624 H01 13 8kV February 08 2011 - Houweling_rev03.doc Copyright ©(rg)

Reactance and time constants

0.03.01 Technical data of gearbox

18.02.2011/p TS JMS624 H01 13 8kV February 08 2011 - Houweling_rev03.doc Copyright ©(rg)

Mixture Intercooler (1st stage)

Heat exchanger lube oil

Heat exchanger engine jacket water

Exhaust gas heat exchanger

18.02.2011/p TS JMS624 H01 13 8kV February 08 2011 - Houweling_rev03.doc Copyright ©(rg)

* Hot water circuit

## 4.484 MBTU/hr 1.511 MBTU/hr 1.904 MBTU/hr 5.664 MBTU/hr

Intercooler Lube oil Engine Exhaust gas

140,0 °F 160,8°F 167,8°F 176,7°F 203,0 °F

* Low Temperature Circuit

375 MBTU/hr 4.233 MBTU/hr

Intercooler Exhaust gas

104,0 °F 108,8 °F 77,0 °F 104°F

Radio interference level

Output adjustment for turbo charged engines

18.02.2011/p TS JMS624 H01 13 8kV February 08 2011 - Houweling_rev03.doc Copyright ©(rg)

Parameters for the operation of GE Jenbacher gas engines

1.00 Scope of supply - Module

1.01 Spark ignited gas engine

LEANOX® LEAN-BURN COMBUSTION SYSTEM

1.01.01 Engine design

Crankshaft and main bearings

18.02.2011/p TS JMS624 H01 13 8kV February 08 2011 - Houweling_rev03.doc Copyright ©(rg)

Combustion air/fuel gas system

Engine cooling system

Exhaust gas temperature measuring

18.02.2011/p TS JMS624 H01 13 8kV February 08 2011 - Houweling_rev03.doc Copyright ©(rg)

1.01.02 Engine accessories

Sensors at the engine:

Actuator at the engine:

1.01.02 Engine accessories – Commissioning spare parts

1.01.03 Standard tools (1/plant)

18.02.2011/p TS JMS624 H01 13 8kV February 08 2011 - Houweling_rev03.doc Copyright ©(rg)

1.02 Generator-medium voltage

Electrical data and features

18.02.2011/p TS JMS624 H01 13 8kV February 08 2011 - Houweling_rev03.doc Copyright ©(rg)

1.03 Module accessories

Exhaust gas connection

Combustion air filter