AMENDMENT NO. 3 TO THE POWER PURCHASE AND … · Amendment No. 3 Power Purchase and Operating Agreement- Oriana Energy, LLC Page 3 require any additional internal or external consent

AMENDMENT NO. 3 TO THE POWER PURCHASE AND OPERATING AGREEMENT

BETWEEN ORIANA ENEREGY LLC

AND THE PUERTO RICO ELECTRIC POWER AUTHORITY

This Amendment No. 3 (Amendment No. 3) is made between the Puerto Rico Electric Power Authority, hereinafter referred to as "PREPA", a public corporation and government instrumentality of the Commonwealth of Puerto Rico created by Act 83 of May 2, 1941, as amended, represented in this act by its Executive Director, engineer Juan Francisco Alicea Flores, of legal age, married, and resident of Caguas, Puerto Rico, and Oriana Energy LLC, hereinafter referred to as "SELLER", a limited liability company organized and existing under the laws of the State of Delaware (as successor to Yarotek, LLC) authorized to do business in Puerto Rico, represented in this act by its Vice President of Operations, Leslie Hufstetler, of legal age, single, and resident of Humacao, who is duly authorized to execute this Amendment on behalf of SELLER as certified by Resolution adopted by its Managers, dated February 21st, 2014. SELLER and PREPA are collectively referred to herein as the "Parties."

RECITALS

WHEREAS, SELLER (as successor to Yarotek, LLC pursuant to Section 20.3 of the PPOA) and PREPA entered into a Renewable Power Purchase and Operating Agreement (PPOA) dated as of November 16, 2010, for the sale of energy to PREPA from an up to 50-megawatt photovoltaic solar energy generating facility in the vicinity of Aguadilla, Puerto Rico (Facility), which has heretofore been amended pursuant to an Amendment No. 1 to the PPOA dated as of December 27, 2011, and an Amendment No. 2 to the PPOA dated as of August 28, 2012 (as so amended, and as the same may be further amended from time to time, the PPOA); and

WHEREAS, the Parties desire to execute this Amendment No. 3 in order to substitute the existing Appendix B and Appendix G of the PPOA with a new Appendix B and Appendix G, respectively, to eliminate Appendix D of the PPOA, and to amend Section 3.1 of the PPOA,

NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties, intending to be legally bound, agree as follows:

1. Substitution of Appendix B. Effective as of the date hereof, Appendix B of the PPOA is hereby substituted and replaced in its entirety by Appendix B attached hereto.

Amendment No. 3 Power Purchase and Operating Agreement- Oriana Energy, LLC Page 2

2. Substitution of Appendix G. Effective as of the date hereof. Appendix G of the PPOA is hereby substituted and replaced in its entirety by Appendix G attached hereto.

3. Deletion of Appendix D. Effective as of the date hereof, Appendix D of the PPOA is hereby deleted and eliminated in its entirety from the PPOA so that it shall no longer form part of the PPOA or have any force or effect between the Parties.

4. Amendment to Section 3.1. Effective as of the date hereof, Section 3.1 of the PPOA is hereby amended to read in its entirety as follows:

"3.1 All notices and other communications hereunder shall be in writing (other than disconnect orders which may be oral and immediately confirmed by facsimile) and shall be deemed duly given upon receipt after being delivered by hand or sent by registered or certified mail, return receipt requested, postage prepaid or by recognized overnight courier or by facsimile, addressed as follows:

If to SELLER:

Oriana Energy LLC 268 Ponce de Leon Avenue The Hato Rey Center, Suite 1121 San Juan, Puerto Rico 00918 Attention: Mr. Leslie Hufstetler Facsimile: (787)763-4362

If to PREPA:

Puerto Electric Power Authority 1110 Ponce de Leon Avenue Office #809 San Juan, Puerto Rico 00918 Attention: Director of Planning and Environmental Protection Facsimile: (787)521-4880

5. Representations and Warranties of each Party.

PREPA hereby represents and warrants to SELLER that: (i) the execution and delivery by PREPA of this Amendment No. 3 and Amendment No. 3 itself have been duly authorized by PREPA's Governing Board and any other applicable PREPA governing body in accordance with applicable law, and (A) do not and will not


require any additional internal or external consent or approval, (B) do not and will not violate any provision of Act No. 83 of May 2, 1941, as amended, or its regulations, or any indenture, contract or agreement to which it is a party or by which its properties may be bound; and (ii) this Agreement No. 3 is a legal, valid, and binding obligation of PREPA, enforceable against PREPA in accordance with its terms, except as may be limited by applicable bankruptcy, insolvency or similar laws affecting the enforcement of rights generally.

SELLER hereby represents and warrants to PREPA that: (i) the execution, delivery, and performance by SELLER of this Amendment No. 3 have been duly authorized, and do not and will not (A) require any additional internal consent or approval of SELLER, or (B) violate any provision of SELLER'S certificate of formation or operating agreement, or any indenture, contract or agreement to which it is a party or by which it or its properties may be bound, or any law, ordinance, rule, regulation, order, writ, judgment, injunction, decree, determination or award presently in effect; and (ii) this Amendment No. 3 is a legal, valid and binding obligation of SELLER, enforceable against SELLER in accordance with its terms, except as may be limited by applicable bankruptcy, insolvency or similar laws affecting the enforcement of rights generally.

Ratification. Except as expressly amended hereby, the PPOA is hereby ratified and confirmed in all respects, and the terms and conditions of the PPOA shall continue in full force and effect as the legal, valid, and binding obligation of each Party. As of the date hereof, any and all references in the PPOA to Appendix B and Appendix G shall refer to Appendix B and Appendix G attached hereto. As of the date hereof, any and all references in the PPOA to Appendix D shall be deemed to have been eliminated.

7. No Implied Waiver. This Amendment No. 3 shall be limited precisely as written and shall not be deemed to be a consent granted pursuant to, or a waiver or modification of, any other term or condition of the PPOA, whether or not known to the Parties, or to prejudice any other right or rights which the Parties may now have or have in the future.

8. Counterparts. This Amendment No. 3 may be executed in multiple originals or facsimile counterparts, each of which shall be deemed an original and shall be binding upon the Party who executed the same, but all of such counterparts shall constitute the same Amendment No. 3.

9. Governing Law. This Amendment No. 3 shall be governed by, and construed and enforced in accordance with, the laws of the Commonwealth of Puerto Rico and, to the extent applicable, the laws of the United States of America. The Parties herein


agree that all Disputes arising hereunder shall be resolved pursuant to Section 22.12 of the PPOA.

10. Capitalized Terms. Unless otherwise stated, capitalized terms used in this Amendment No, 3 which are not defined herein have the meaning given to them in the PPOA.

IN WITNESS WHEREOF, the Parties hereto have agreed to execute this Amendment No. 3 in San Juan, Puerto Rico, on this 19th day of May, 2014.

PUERTO RICO ELECTRIC ORIANA ENERGY, LLC POWER AUTHORITY

Juan Francisco AlijsegJFIores Leslie Hufstetler Executive Director Vice President of Operations Social Security 660-43-3747 Social Security 352-42-3757

APPENDIX B

INTERCONNECTION

Seller shall provide the following information to PREPA within ninety (90) days following the Effective Date. Data submitted in a preliminary or estimated form shall be updated within thirty (30) days after final equipment arrangements and specifications are established.

1. Electrical one-line diagram of the Facility.

2. Explanation of proposed equipment protection and control scheme (may be shown functionally on the one-line diagram).

3. Site plan showing plant layout, property lines, access roads and switchyard boundaries.

4. Preliminary equipment layout and arrangement for switchyard and PV Facility step-up transformers (GSU).

5. Reactive Power Capacity curve of PV Facility.

6. Station auxiliary load.

7. Station auxiliary transformer data - impedance, connection winding, load loss and no load tap changer.

8. PV Facility step-up transformer impedance, load loss, no load taps changer, connection and winding.

9. PV Facility Short Circuit Ratio.

10. PV Facility kilowatt rating.

11. PV Facility kilovar rating,

12. Equivalent PV Facility modeling for Short Circuit Studies.

13. Seller's requirements for power supplied by PREPA during construction and start-up.

14. Project schedule (l-J or bar chart format) including but not limited to the following milestones:

QF status obtained Engineering 30% complete One-line diagram approved Financial Closing Date

Appendix B - Interconnection Page 2

Major licenses/permits Major material procurement Start Construction Engineering 70% complete Utility technical submittals complete Operating procedures finalized Field Test Protocols Finalized Start test and start-up On-site Field Tests Completed Complete Compliance with Minimum Technical Requirements Initial synchronizing date Commercial operation

15. PSSE Mathematical Mode! (Parameters and Data Requirements)

The Contractor shall submit to PREPA a PSS/E mathematical model and data related to the proposed PV Facility. When referred to the PV Facility model, this shall include but is not limited to PV converter, transformers, collector systems, plant controllers, control systems and any other equipment necessary to properly model the PV Facility for both steady-state and dynamic simulation modules. It is required that the Contractor submits both an aggregate and detailed model of the PV Facility. The aggregate and detailed model of the PV Facility shall not be submitted in preliminary form.

The Contractor shall be required to submit user manuals for both the PV converter and PV Facility models. The mathematical models shall be fully compatible with the latest and future versions of PSS/E. It is preferred that the models are PSS/E standard models. In the case that the Contractor submits user written models, the Contractor shall be required to keep these models, as well as its corresponding user manual, current with the future versions of the PSS/E program until such time that PSS/E has implemented a standard model. On-site field tests to demonstrate compliance with PREPA's Minimum Technical Requirements for Interconnection of Photovoltaic Facilities (MTRs) shall be performed by the contractor. The data and PSS/E model shall also be validated, updated and officially certified according to PREPA requirements when final field adjustments and parameters measurements are completed during the on-site field tests to be performed to the facility by the contractor. The on-site field tests shall be witnessed and coordinated with PREPA's personnel.

The Contractor shall be responsible to submit PSSE mathematical models of any kind of compensation devices (ie. SVC, STATCOMs, DSTATCOMs, BESS, etc.) used on the PV Facility. It is preferred that the models are standard models provided with PSS/E. In the case that the Contractor submits user written models, the PV Facility Contractor shall be required to keep these

Appendix B - Interconnection Page 3

models current with the future versions of the PSS/E program until such time that PSS/E has implemented a standard model. In its final form, the mathematical model shall be able to simulate each of the required control and operational modes available for the compensation device and shall be compatible with the latest and future versions of PSSE. Final adjustments and parameters settings related with the control system commissioning process shall be incorporated to the PSSE mathematical model and tested accordingly by the PV Facility Contractor and PREPA system study groups.

PV Facility Owners that provide user written model(s) shall provide compiled code of the model and are responsible to maintain the user written model compatible with current and new releases of PSS/E until such time a standard model is provided. PREPA must be permitted by the PV Facility Owner to make available PV models if required to external consultants with an NDA in place.

16. Additional data necessary for dynamic modeling - At a minimum, any necessary control system model (inverter, compensator and excitation limiter models), including the time constants, gains, limits, description, block diagrams and configuration.

17. Transient Mathematical Model

The contractor shall provide a detailed transient mathematical model of the PV Facility with a compliance report that shows the level of compliance of the facility's design with PREPA's Minimum Technical Requirements for interconnection of Photovoltaic Facilities (MTRs). The contractor shall submit the compliance report for evaluation by PREPA before the on-site field tests. PREPA and the contractor must agree on the compliance report results before the on-site field tests for verifying compliance of the Facility with the MTRs are performed.

ORIANA ENERGY, LLC ELECTRICAL INTERCONNECTION

ISABELA, P.R.

Oriana Energy, LLC Project Facilities

50 MW New 115 kV Transmission Line Acquisition ol new njjhl of way, maintenanec and tonstniction of new Iransmission line nrc

responbibilily of Onana Lnccgy, LLC Prujcct This new 115 kV un-uil sluiil bt bmli (.umpltttiy uut

ofPRhFA'S aciualnghiufw^y

Mora TC 115 kV Switchyard

t d

Mora TC 230/115 kV

Mora TC 230/115 kV

New 115 kV Underground Line Required for interconneumn to "^w

115 fcV transmission line fins new 115 kV underground circuit is responsibility of

Onjni hnirgy, LLC Piojtu

/-+

115 kV Bus

:1 r-^n

L

V - /

Mora TC 115/13 2 kV

K^J^J^J

J

•*•

New Transmission Line

Hattllo TC

Mora TC 115/38 kV

Mora TC 115/38 kV

r ~l I I L _ J

v Future Circuit

New 115 kV Switchyard Expansion, Modifications and Land Acquisition Switchyard expansion modifications and ]jnd

.ict|U]£ition costs rcLjinittti for interconnection are rtspuns>bi!ity of Orwna Lncrgy, LLC Mdjor

modifications rcqtiircti for the swilchyarsl expansion jincluding relocjlion of transmission jnd distribution lines, switchyard components

UHttrol room expansion, etc ) slndl be t'sUi>hs!n.d by PREPA ba-sed on actual physica! field

evaiujlions ofthe project interconnection site

L-39100 Victoria TC

r^SEK Oriana Energy, LLC Project

Electrical Interconnection Mora TC PREPA

(Puerto Rico Electric Power Authority)

^^f

APPENDIX G

MINIMUM TECHNICAL REQUIREMENTS FOR

INTERCONNECTION OF PHOTOVOLTAIC fPVl FACILITIES

The proponent shall comply with the following minimum technical requirements:

1. VOLTAGE RIDE-THROUGH;

E Q

to "5

ISO ms 600 ms Time (s)

13 i 3.5

Legend

LVRT

Figure 1 Voltage Ride-Through Requirements

a. PREPA's Low Voltage Ride-Through (LVRT} Requirements:

i. From Figure 1, PREPA requires all generation to remain online and be able to ride-through three phase and single phase faults down to 0.0 per-unit (measured at the point of interconnection), for up to 600 ms.

ii. All generation remains online and operating during and after

normally cleared faults on the point of interconnection.

iii. All generation remains online and operating during backup-

cleared faults on the point of interconnection.

tv. During the low voltage fault conditions, the PV facility shall

operate on reactive current injection mode. This mode of

operation shall be implemented with a reactive current droop

characteristic which shall have an adjustable slope from 1 to 5%.

A dead band of 15 % is required.

b. PREPA's Overvoltage Ride-Through (OVRT) Requirements:

i. PREPA requires all generation to remain online and able to ride-

through symmetrical and asymmetrical overvoltage conditions

specified by the following values illustrated in Figure 1:

Overvoltage {pu}

1.4-1.3

1.3-1.25

1.25-1.15

1.15 or lower

Minimum time to remain online

150 ms

I s

3s

indefinitely

2. VOLTAGE REGULATION SYSTEM (VRS)

Constant voltage control shall be required. Photovoltaic System technologies in combination with Static Var Controls, such as Static Var Compensators (SVCs), STATCOMs and DSTATCOMs are acceptable options to comply with this requirement. A complete and detailed description of the VRS control strategy shall be submitted for evaluation.

a) Photovoltaic Facilities (PVF) must have a continuously-variable, continuously-acting, closed loop control VRS; i.e. an equivalent to the Automatic Voltage Regulator in conventional machines.

b) The VRS set-point shall be adjustable between 95% to 105% of rated voltage at the POI. The VRS set-point must also be adjustable by PREPA's Energy Control Center via SCADA.

Puerto Rico Electric Power Authority Minimum Technical Requlromonts for Photovoltaic Generation (PV) Projects

2

c} The VRS shall operate only in a voltage set point control mode. Controllers such as Power Factor or constant VAR are not permitted.

d} The VRS controller regulation strategy shall be based on proportional plus integral (PI) control actions with parallel reactive droop compensation. The VRS Droop shall be adjustable from 0 to 10%.

e) At zero percent (0%) droop, the VRS shall achieve a steady-state voltage regulation accuracy of +/- 0-S% of the controlled voltage at the POI.

f) The VRS shall be calibrated such that a change in reactive power will achieve 95% of its final value no later than 1 second following a step change in voltage. The change in reactive power should not cause excessive voltage excursions or overshoot.

g) The generator facility VRS must be in service at any time the PVF is electrically connected to the grid regardless of MW output from the PVF.

h) The VRS dead band shall not exceed 0.1%.

3. REACTIVE POWER CAPABILITY AND MINIMUM POWER

FACTOR REQUIREMENTS

The total power factor range shall be from 0.85 lagging to 0.85 leading at the point of interconnection (POI). The reactive power requirements provide flexibility for many types of technologies at the Renewable Energy Facility. The intent is that a PVF can ramp the reactive power from 0.85 lagging to 0.85 leading in a smooth continuous fashion at the POI.

The +/- 0.90 power factor range should be dynamic and continuous at the point of interconnection (POI). This means that the PVF has to be able to respond to power system voltage fluctuations by continuously varying the reactive output of the plant within the specified limits. The previously established power factor dynamic range could be expanded if studies indicate that additional continuous, dynamic compensation is required. It is required that the PVF reactive capability meets +/- 0.85 Power Factor (PF) range based on the PVF Aggregated MW Output, which is the maximum MVAr capability corresponding to maximum MW Output. It is understood that positive (+) PF is where the PVF is producing MVAr and negative (-) PF is where the PVF is absorbing MVAr.

Puerto Rico Electric Power Authority Minimum Technical Requirements for Photovoltaic Generation (PV) Projects

3

This requirement of MVAr capability at maximum output shall be sustained throughout the complete range of operation of the PVF as established by Figures.

Srsaily-Siaie RKaciivt Pwcr Capabiliiy

Djmmk Ktsciivc

ftflwr Capabiiiiv

•O.BS |.f i) '.•!) ::•

1 0

•D.:i

•cam 5,85 pf

!?•-?>;

i\bMt\&ag StVAHi- p.u, 1,0 0,62 O.S 0.434 MVAR (pifWiV

0.̂ 84 0.62 1,0 I'ruduiaflg MVAlis p.u.

Figure 2 Reactive Power Capability Curve

4. SHORT CIRCUIT RATIO [SCR] REQUIREMENTS: Short Circuit Ratio values (System Short Circuit MVA at POI/PV Facility MVA

Capacity) under 5 shall not be permitted. The constructor shall be

responsible for the installation of additional equipment, such as synchronous

condensers, and controls necessary to comply with PREPA's minimum short

circuit requirements.

Puerto Rico Electric Power Authority Minimum Technical Requirements (or Photovoltaic Generation (PV) Projects

4

5. FREQUENCY RlDE THROUGH (FRTj: • 57.5 - 61.5 Hz No tripping (continuous)

• 61.5-62.5 Hz 30 sec

• 56.5-57.5 Hz 10 sec

• < 56.5 or > 62.5 Hz Instantaneous trip

6. FREQUENCY RESPONSE/REGULATION: PV facility shall provide an immediate real power primary frequency response, proportional to frequency deviations from scheduled frequency, similar to governor response. The rate of real power response to frequency deviations shall be similar to or more responsive than the droop characteristic of 5% used by conventional generators, PV facility shall have controls that provide both for down-regulation and up-regulation. PV technologies, in combination with energy storage systems such as, but not limited to BESS, flywheels and hybrid systems are acceptable options to comply with PREPA's frequency response and regulation requirements.

For small frequency deviations (for example less than 0.3 Hz), the PV facility response shall be proportional to the frequency deviation, based on the specified 5% droop characteristic. The frequency response dead band shall not exceed 0.02%. For large frequency deviations {for example in excess of 0.3 Hz), the PV facility shall provide an immediate real power primary frequency response of at least 10% of the maximum AC active power capacity (established in the contract). The time response (full 10% frequency response) shall be less than 1 second.

If energy storage systems are utilized to comply with the frequency

regulation requirements, and during a disturbance the system frequency

stays below 59.7 Hz, the facility frequency response shall be maintained

for at least 9 minutes. After the ninth minute the real power primary

frequency response shall not decrease at a ramp rate higher than 10% of

the maximum AC active power capacity per minute.

The operational range of the frequency response and regulation system shall be from 10% to 100% of the maximum AC active power capacity (established in the contract). The PV facility power output at the POI shall never exceed the maximum AC active power {established in the contract).


5

7. RAMP RATE CONTROL: Ramp Rate Control is required to smoothly transition from one output level to another. The PV facility shall be able to control the rate of change of power output during some circumstances, including but not limited to: (1) rate of increase of power, (2) rate of decrease of power, (3) rate of increase of power when a curtailment of power output is released; (4) rate of decrease in power when curtailment limit is engaged. A 10 % per minute rate (based on AC contracted capacity) limitation shall be enforced. This ramp rate limit applies both to the increase and decrease of power output and is independent of meteorological conditions. The ramp rate control tolerance shall be -f-10%.

8. POWER QUALITY REQUIREMENTS: The developer shall address, in the design of their facilities potential sources and mitigation of power quality degradation prior to interconnection. Design considerations should include applicable standards including, but not limited to IEEE Standards 142, 519, 1100, 1159, and ANSI C84,l. Typical forms of power quality degradation include, but are not limited to voltage regulation, voltage unbalance, harmonic distortion, flicker, voltage sags/interruptions and transients.

9. SPECIAL PROTECTION SCHEMES: PV facility shall provide adequate technology and implement special protection schemes as established by PREPA in coordination with power management requirements.

10.GENERAL INTERCONNECTION SUBSTATION

CONFIGURATION.-An interconnecting generation producer must interconnect at an existing PREPA switchyard. The configuration requirements of the interconnection depend on where the physical interconnection is to occur and the performance of the system with the proposed interconnection. The interconnection must conform, at a minimum, to the original designed configuration of the switchyard. PREPA, at its sole discretion, may consider different configurations due to physical limitations at the site.


6

11.MODELING AND VALIDATION The Contractor shall submit to PREPA a Siemens - PTl certified PSS/E mathematical model and data related to the proposed PV facility. When referred to the PV facility model, this shall include but is not limited to PV inverters, transformers, collector systems, plant controllers, control systems and any other equipment necessary to properly model the PV facility for both steady-state and dynamic simulation modules. It is required that the Contractor submits both an aggregate and detailed version of the PV facility model. At a later stage in the process, it is also required that the Contractor submits as-built PSS/E mathematical models ofthePV Facility.

The Contractor shall be required to submit user manuals for both the PV inverter and the PV facility models including a complete and detailed description of the voltage regulation system (VRS) and frequency regulation system model implementation, The mathematical models shall be fully compatible with the latest and future versions of PSS/E. It is preferred that the models are PSS/E standard models. In the case that the Contractor submits user written models, the Contractor shall be required to keep these models current with the future versions of the PSS/E program until such time that PSS/E has implemented a standard model. The Contractor shall submit to PREPA an official report from Siemens - PTl that validates and certifies the required mathematical models, including subsequent revisions. The data and PSS/E model shall also be updated and officially certified according to PREPA requirements when final field adjustments and parameters measurements and field tests are performed to the facility by the contractor. The mathematical model (either PSS/E standard or user written model) of the PV facility shall be officially certified by Siemens - PTl before a specific and validated PSS/E mathematical model of the complete PV facility be submitted to PREPA. The Contractor shall be responsible of submitting the official reports and certifications from Siemens - PTl, otherwise the mathematical model shall not be considered valid.

The Contractor shall be responsible to submit Siemens - PTl certified PSSE mathematical models of any kind of compensation devices {ie. SVC, STATCOMs, DSTATCOMs, BESS, etc.) used on the PV facility. It is preferred that the models are standard models provided with PSS/E. In the case that the Contractor submits user written models, the PV facility Contractor shall be required to keep these models current with the future versions of the PSS/E program until such time that PSS/E has implemented a standard model. In its final form, the mathematical model shall be able to simulate each of the required control and


7

operational modes available for the compensation device and shall be compatible with the latest and future versions of PSSE. Final adjustments and parameters settings related with the control system commissioning process shall be incorporated to the PSSE mathematical model and tested accordingly by the PV facility Contractor and PREPA system study groups. The Contractor shall also perform on-site field tests for the identification, development, and validation of the dynamic mathematical models and parameters required by PREPA for any kind of compensation devices used at the PV facility. The mathematical models of the PV facility and its required compensation devices shall be officially certified by Siemens -PTl before a specific and validated PSS/E mathematical model of the complete PV facility be submitted to PREPA. The Contractor shall be responsible of submitting the official reports and certifications from Siemens - PTl, otherwise the mathematical models shall not be considered valid,

PV facility Owners that provide user written model(s) shall provide compiled code of the model and are responsible to maintain the user written model compatible with current and new releases of PSS/E until such time a standard model is provided. PREPA must be permitted by the PV facility Owner to make available PV Facility models if required to external consultants with an NDA in place.

12.TRANSIENT MATHEMATICAL MODEL The Contractor shall be responsible of providing a detailed transient

model of the PV facility and to show that it is capable of complying with

PREPA's transient Minimum Technical Requirements,

13.DYNAMIC SYSTEM MONITORING EQUIPMENT The developer of the PV facility shall be required to provide and install 3 dynamic system monitoring equipment that conforms to PREPA's specifications.


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WRrm-N ACNONOrSt*! C M A N A U L K

ORIANM^NRRCiY. I.I.C

Ihe undersigned, being the sole Mamiger o f Oriana Knergv, LLC, a Delaware limited liabiliiv compam (the "Company"), hereby takes the following ad ions as of ami effective eon February 2 L 2014:

1. PtirsuatH to Section II o f the Amended Limited Liability Company Agreement (the "Amended LLC Agreement''), the Company's Manager has full and complete discretion in ihe management and control o f the business ami affairs of the Company and shall make all decisions regarding the Nsincss and affairs of the Coflipanv.

2. The Manager desires to delegate certain powers and authorirj a.s .set forth below and has determined that such delegation o f powers and autfiority is in the best interest of (he Company,

3. The Manager herebs amiiorlyes Leslie Hufstetler, as authori/ed representative o f the Company ("Atithori/ed Representative"). io execute on behalf of the Omipam, on such terms and conditions the Company deems proper, that certain Amendment No. 3 to the Power Purchase ami Operating Agrernn'M Between Oriana Energy UX ' and the Puerto Rko Electric Power Authority, regarding ihe sale ol"energy to the Puerfo Rico Klectric Power Authority from an up to 50-megaivan pholnvoltaic solar energy uenerating facility in the vicinttj of Aguadilla. Puerto Rico owned by the Company.

4. In addition to all specific acts herein enumerated, the Manager hereby authorises Authorised Representative to do all acts, necessary and proper to effectuate or carry out the purposes and intent o f (he foregoing action, including the execution o f any and al! documents, agreements, instruments, ami'oreerttficates in connection t l i c iw i th .

5. For ihe avoidance of doubt, this action does not authorize Authorized Representative to negotiate any contractual term or exercise discretion on behalf of the Company and the Company may rescind the power- conferred upon Authorized Represcmame al any time

6. fhe Secretary o f the Company is authori/ed. empowered and directed to flic a signed copy of these written resolutions in the minute books of tlie Company

IN WITNESS WI 1ER!-X>F. the Manaiier has affixed his signature this 2 T day of Lebniary. 2014.

8>' l-'J's Lagiina

its: Manager

Oriana Energy, LLC

Agreed Operating Procedures

1.0 OBJECTIVE OF THE AGREED OPERATING PROCEDURES

The procedures contained within this manual have been compiled to satisfy the requirements of Section 4.4 of the Renewable Power Purchase and Operating Agreement (PPOA) between Oriana Energy, LLC (Oriana) and the Puerto Rico Electric Power Authority (PREPA).

The procedures are intended as guidelines to assist both parties in the day to day management of the Facility and as such are a compliment to ihe PPOA. The procedures are not intended to replace or allow either party to detract from their responsibilities as outlined within the PPOA, In the event of any conflict between the provisions of these Agreed Operating Procedures and the provisions of the PPOA, the PPOA shall prevail.

As stated in Section 4.4 of the PPOA, these procedures, once formally agreed by both parties, are to be altered only with the written consent of both parties.

Signed

M*% /i„?_fi.?l Leslie Hufstetler Date VP of Operations Oriana

r/nf^ Martin Perez Garcia, PE Date Acting Head, Electric System Operation Division PREPA

Table of Contents

Procedure I Dispatching

Procedure II Scheduling of Generation

Procedure III Scheduled and Non Scheduled Outages

Procedure IV Transmission Communication

Procedure V Minimum Technical Requirements (MTR) Monitoring

and Enforcement

Procedure VI Compensation, Payment and Billings

Procedure VII Emergency Communication

Procedure VIII General Communication

Agreed Operating Procedures - Oriana Energy LLC Page 2 of 53

Oriana Energy, LLC

Procedure I Dispatch of Generation Operating

Procedure

Date 2014

1.0 OBJECTIVE

This procedure is intended to be a working document to facilitate the dispatch operation between the Puerto Rico Electric Power Authority (PREPA) and Oriana Energy, LLC (Oriana). It uses excerpts from the Power Purchase and Operating Agreement (PPOA). Capitalized terms used herein and not otherwise defined herein shall have the same meanings set forth in the PPOA. Personnel should refer to the PPOA for complete language regarding dispatch.

2.0 SCOPE OF PROCEDURE

This procedure encompasses the following.

Ift

• Dispatch of the Facility • Voltage scheduling • Voltage regulation • Dispatching (curtailment) during PREPA declared emergency conditions • Facility status reporting

3.0 RESPONSIBILITIES

In accordance with sections of Article 7 and Article 8 of the PPOA the parties agree, for the purposes of dispatch of electrical generation, that:

a) Oriana personnel will contact PREPA Energy Contro

Company

PREPA

PREPA

Title

Generation Shift Engineer

Principal Shift Engineer

Phone

787-521-5064

787-521-5066

I Center (ECC) personnel:

Fax

787-521-5062

787-521-5062

E-maii

ecc@aeepr com

ecc(3i.aeepi: com


b) PREPA Dispatch Center will contact the following Oriana personnel:

Company Oriana

Title Name Phone Fax E-mail

4.0 PROCEDURE

4.1 General

a) Oriana will make available in real time, through the Facility's Remote Terminal Unit (RTU), the Actual Generation (MW and MVAR) at the Interconnection Point (POI), the Facility disconnect status, active ramp rates UP and DOWN (MW/min), Facility curtailment setpoint and ENABLE/DISABLE control point. Facility kV, percent voltage regulation system droop setpoint and percent frequency regulation system droop setpoint and others.

b) PREPA reserves the right to disconnect or reduce the output of the Facility if it fails to comply with Section 6.2 of the PPOA that refers to the Minimurn Technical Requirements for Interconnection as established in Appendix G. PREPA shall not have any liability (no associated payment and no waiting time accounting) to Oriana in connection to any such disconnection or output reduction. The compliance with the Minimum Technical Requirements for Interconnection is an essential condition for the project to be allowed to be interconnected to the electric system and to ensure its safe and reliable operationT

c) Before commencing work activities within the Facility, that would create a risk of a forced outage or capacity limitation. Oriana shall coordinate with the ECC and obtain by phone a work order for such activities, except that work orders shall not be necessary when not practical due to the nature of an emergency or risk to personnel or equipment where waiting for the order can increase the risks.

d) All communications regarding the Facility status between Oriana and PREPA personnel shall be confirmed by email to the corresponding officers as soon as possible.

e) For purpose hereof, "scheduled mainlainance,' shall refer only to any maintamance of the Facility that is included in the annual forecast for such year. Any maintainance of the Facility that is not included in the annual forecast shall be considered unscheduled for purposes hereof.

4.2 Dispatch of the Facility


a) The Facility will he operated as a must run unit up to the contracted capacity (i.e. if power is being produced, PREPA must accept the power, subject to curtailment due to operational situations or MTR non-compliance).

b) Oriana shall not dispatch the facility over the maximum contracted capacity. PREPA will monitor any limit violation, and if any occurs during normal operating conditions, in accordance with the procedure and scope established in the PPOA, Oriana shall be notified of any dispatch limit violation, and PREPA will not consider the excess energy for billing purposes.

c) PREPA may require Seller to reduce the amount of Net Electrical Output due to operating problems that may affect safety margins or reliability levels in PREPA's transmission system; provided, however, any reduction in the level of Net Electrical Output required by PREPA hereunder shall be consistent with the limitations set forth under Article 7 and Article 8 of the PPOA and based upon and implemented in a manner consistent with Prudent Utility Practices, the manufacturer's recommended operational parameters attached hereto and within the Design Limits. Any curtailment as a result of the situations detailed in Section 4.2. except due to MTR non-compliance, would count towards the cap of 120 hours set forth in Section 8.4 of the PPOA,

4.3 Voltage scheduling

a) PREPA shall prepare and submit to Oriana a written voltage schedule for the Facility prior to the Proposed Initial Synchronization Date. This voltage schedule shall be based on the normally expected operating conditions for the Facility and the reactive power requirements of PREPA's system. The voltage schedule is effectively +/-S% (0.95 - 1.05 per unit) of nominal.

b) Oriana and PREPA shall use such voltage schedule in the operation of the Facility (Section 4,5 of the PPOA).

4.4 Voltage regulation

a) The ECC will adjust the voltage regulation setpoint thru remote control, provided that PREPA shall not require the Facility to operate beyond its required Design Limits.

b) PREPA will notify Oriana the corresponding voltage droop setting of the Facility within the range established in the MTR section 2.d.

c) PREPA will monitor the response compliance and if any violation occurs, Oriana shall diligently use all reasonable efforts to remedy the problem causing the violation.


d) PREPA will notify Oriana if there is a non-compliance event depending on the severity of the non-compliance, requesting an explanation for the non-compliance. Notwithstanding, curtailment will only be imposed based on the procedure set forth in Procedure V section 4.8(e). Any curtailment by PREPA pursuant to this paragraph due to any Facility non-compliance shall not be subject to any applicable waiting period set forth in Section 8.4 of the PPOA or any curtailment liability. Both parties shall coordinate in good faith and use their respective best efforts to resolve the non-compliance event and limit the period of curtailment, if any.

4.5 Dispatch (luring PREPA declared emergency conditions

If an Emergency is declared by PREPA, PREPA's control centers could place the Net Electrical Output within its control (via setpoints) for the duration of such Emergency and then shall notify Oriana personnel. Without limiting the generality of the foregoing, PREPA's control centers may require Oriana personnel to raise or lower production of electricity generated by the Facility, to disconnect or delay its synchronization to maintain safe and reliable load levels and voltages on PREPA's transmission and/or distribution system (Article 8 of the PPOA) which shall in all cases be consistent with Prudent Utility Practices. PREPA and Oriana shall keep detailed records of each curtailment or disconnection event, calculate the corresponding watting periods and determine if the event duration exceeded any applicable waiting period. Appendix LI of this procedure includes the proformas for recording this information. Both parties shall conciliate these records for each event. Any curtailment by PREPA pursuant to this paragraph due to a PREPA Emergency shall be subject to the applicable waiting periods set forth in Section 8.4 of the PPOA.

4.6 Facility status reporting

a) Oriana shall daily provide, before 5:00 am, a Facility Status Report to the ECC in electronic form. A proforma for this Status Report is found in Appendix 1.2 to this procedure.

b) Oriana shall immediately notify the ECC when there is any pertinent change in its Facility status.

Oriana Energy, LLC Curtailment or Disconnections

Appendix 1.1 FaeiJity Status Report


Curtailments and Disconnection Events

1. Curtailment or Disconnections due to Force Majeure or Emergency, including severe weather events and events not attributable to severe weather:

a) If an Emergency is declared by PREPA, PREPA dispatching centers may curtail or disconnect the facility, and the waiting period shall begin immediately. The facility will remain curtailed or disconnected until Oriana has received permission from PREPA to increase electrical output or reconnect.

b) PREPA shall provide written notice, as soon as practicable (and not more than 48 hours) after the occurrence, of the particulars of the event and its estimated duration. PREPA may request more time if deemed necessary, upon notice to Oriana.

c) Oriana shall provide a written notice to PREPA indicating when the Facility is capable of generating and delivering electrical output to PREPA's system. Oriana shall include the date and time the facility is available, and the percentage of the Facility's capacity that is available for operation (i.e. how much electrical output the Facility is capable of regardless of the irradiancc level).

d) PREPA shall diligently use all reasonable efforts, consistent with Prudent Utility Practices, to remedy the Emergency or operating problem and lift the curtailment or disconnection applied to the Facility.

e) PREPA and Oriana shall keep a detailed record of each curtailment or disconnection event. Included at the end of this procedure is a proforma to be used for recording such events. Both parties shall conciliate these records for each event.

2. Waiting Period for Disconnections or Curtailment not related to Severe Weather:

a) Oriana and PREPA shall keep a detailed record of all disconnections or curtailment not related to severe weather, and shall determine if those events exceed the applicable waiting periods. These waiting periods shall be:

i) twenty-four (24) consecutive hours

ii) twenty four (24) aggregate hours during a 30 days period

iii) one hundred twenty (120) aggregate hours during any calendar Year


3. Waiting Period for Disconnections or Curtailment related to severe weather conditions, including a hurricane or tropical storm:

a) Oriana and PREPA shall keep a detailed record of all disconnections or curtailments related to severe weather conditions, and shall determine if those events exceed the applicable waiting periods. These waiting periods shall be:

i) two (2) consecutive days

it) two hundred forty (240) aggregate hours during any calendar Year

4. The waiting period will begin after Oriana notifies PREPA that it is capable of delivering electrical output. For curtailment due to severe weather, Oriana may provide such notice to PREPA as soon as the Facility is able to generate electrical output. For curtailment due to operational conditions, the waiting period will begin immediately, unless the Facility is not able to generate electrical output, in which case the waiting period will begin as soon as Oriana notifies PREPA that the Facility is able to generate electrical output. If the duration of an event exceeds the applicable waiting period, Oriana and PREPA shall determine the total time that exceeds the waiting period.

Proforma Completion Procedure

Oriana Shift Supervisor shall complete the attached proformas for recordkeeping of the curtailment and disconnection events, and provide them to PREPA per ocurrence. The information shall include:

• Incident number • Event start and end dates, duration and curtailment percentage • Cause of incident

Corrective measures taken by PREPA or Oriana Additional details Date facility is available to deliver electrical output and percentage of available output Waiting period time accounting for the event under consideration, and any time exceeded for the applicable waiting periods


Non-Severe Weather Curtailment Event Log Incident No:

Event Start Date

Event Stan Time

Event End Date

Event End Time

Duration (hhrmmrss)

Curtailment %

Cause of Incident:

Corrective Measures:

Additional Detaiis:

Plant Capable to Deliver Electrical Output from (mm/dtl/yy hli:mm:ss:)

%of Capacity:

Waiting Period'

24 Consecutive Hours

Consecutive Siours

Time exceeding waiting period

Incidents

30 Day Period Aggregaie

hours under curtail mem for 30 Day

per kid

Time exceeding wailing period

Incidents

Year to Date

Aggregate Hours under

curia il mem for Year-

Time exceeding

wailing period

Incidents

Note 1: Totals include all applicable incidents

Recorded By:

Record Date:


Severe Weather Curtailment Event Log

Incident Reference No:

Event Start Date

Event Start Time

Event End Date

Event End Time

Duration (lih:min:ss)

Curtailment %

Cause of Incident:


Additionai Details:

Plant Capable to Deliver Electrical Output from (mm/dd/yy hli:mm:ss)

%of Capacity:

Waiting Period'

2 Consecutive Rays

Consecutive hours

Time exceeding

waiting period

•

Incidents

Year to Date Aggregale

Hours under curiajfrncnt

for Year

Time exceeding

waiting period

Incidents

Note I: Totals include all applicable incideius Rccortied By: Record Dale:


Oriana Energy, LLC Oispatch of Generation

jÊSndixL^ Facility Status Report

Proforma Completion Procedure

1) Oriana Shift Supervisor shall complete the following sections of the attached proforma to facilitate communications with the PREPA Shift Engineers relating lo the Facility Status:

• Date of report Status of Automatic Voltage Regulator (AVR) for the Facility Status of the control system for the Facility Status of energy storage system (if applicable) Status of the capacitor Bank Status of the STATCOMs (if applicable) Status of meteorological station SatusoftheDSM Status of any other equipment deemed necessary based on the particularities of this Facilit Summary of operating conditions of the Facility Causes of any restrictions to active or reactive loading

*


Oriana Energy, LLC

FACILITY STATUS REPORT

Date / Time submitted:

Submitted by (Oriana):

Equipment

Control System

Voltage Regulator

Energy StOiage System

Capacitor Bank

STATCOMs

Facility Capacity

Switch Yard

Protection System

Etc.

Status Value Comments

Supervisor in charge: Name Phone: (xxx) xxx-xxxx

End of procedure

Agreed Operating Procedures-Oriana Energy LLC Page 12 of 53

Oriana Energy, LLC

Procedure H Scheduling of Generation

Date

Rev

2014

1.0 OBJECTIVE

This operating procedure is intended to be a working document to facilitate the scheduling of generation between the Puerto Rico Electric Power Authority (PREPA) and Oriana Energy, LLC (Oriana). This procedure uses excerpts irom the Power Ptirchase and Operating Agreement (PPOA).


Following the Commercial Operation Date, Oriana will provide to PREPA a non-binding estimate of short term, next day, and next week production, based on the previous day production, estimated strength of the solar radiation for the next day and week and based on the meteorological forecast for the region and site (Section 7.3 of the PPOA).

This procedure encompasses the following generation schedules:

• Facility Next Day - Hourly Generation Schedule • Facility Next Week - Hourly Generation Schedule • Facility Next Month - Generation Schedule • Startup / shut down notifications


In accordance with Article 7 of the PPOA between Oriana and PREPA, the parties agree,

a) For purposes of scheduling of electrical generation, that Oriana personnel will contact the following PREPA personnel:

Company

PREPA

Title Power Purchase

Agreements Operational

Administrator

Name

Javier Soto Suarez

Phone

787-464-7331

Fax

n/a

E-maii

j-soto-dppa@aee pr.com


http://pr.com

b) For purposes of scheduling of electrical generation, following Oriana personnel:

Company Oriana Oriana

Title Operations Manager

Plant Manager

Name

'REPA personnel will contact the

Phone Fax E-mail

4.0 PROCEDURE

Appendix II. 1 indicates the format in which generation schedules should be provided.

4.1 Facility Next Day and Next Week - Hourly Generation Schedule

Every hour, not later than ten (10) minutes past the top of the current hour, Oriana will provide PREPA with an estimated hourly electrical energy production level for the following day. Once per day, Oriana will provide PREPA with an estimated hourly electrical energy production level for the following seven (7) days.

4.2 Facility Next Month - Generation Schedule

Between days 15 and 20 of each month, Oriana will provide PREPA with an estimated summary of monthly expected energy production for the following month.

4.3 Startup/shut down notifications

During normal electrical system operating conditions, Oriana shall use all reasonable efforts to provide PREPA with twenty four (24) hours advance notice to either start up or shut down the Facility. These notices must be given orally and confirmed by email.


Oriana Energy, LLC Scheduling of Generation

Appendix II. 1

Generation Schedule File Format

Generation production schedules should be provided in ASCII space delimited format as shown in the following example.

Example: Assume the net MWh profile changes from 70 MWh to 0 MWh in 24 hours. The data for the next twenty four hours will be generated as follows:

NAM ZZZZZZZZ SNT YYYYMMDD 010000 0 M WP YYYYMMDD 010000 0 70.000 MWP YYYYMMDD 020000 0 60.000 MWP YYYYMMDD 030000 0 50.000 MWP YYYYMMDD 040000 0 70.000 MWP YYYYMMDD 050000 0 60.000 MWP YYYYMMDD 060000 0 50.000 MWP YYYYMMDD 070000 0 70.000 MWP YYYYMMDD 080000 0 60.000 MWP YYYYMMDD 090000 0 50.000 MWP YYYYMMDD 100000 0 70.000 MWP YYYYMMDD 110000 0 60.000 MWP YYYYMMDD 120000 0 50.000 MWP YYYYMMDD 130000 0 70.000 MWP YYYYMMDD 140000 0 60.000 MWP YYYYMMDD 150000 0 00.000 MWP YYYYMMDD 160000 0 00.000 MWP YYYYMMDD 170000 0 70.000 MWP YYYYMMDD 180000 0 60.000 MWP YYYYMMDD 190000 0 50.000 MWP YYYYMMDD 200000 0 70.000 MWP YYYYMMDD 210000 0 60.000 MWP YYYYMMDD 220000 0 00.000 MWP YYYYMMDD 230000 0 00.000 MWP YYYYMMDD 240000 0 00.000


(fit

The first record in the file contains the generation Facility name. The second record in the

file contains the date and time the file was created. If within the twenty four hour period

there are additional changes to the MW profile (such as mid-hour curtailments), a record

should be written for evety inflection point of the MW curve.

Field NAM SNT

Creation Time

RepeatedHourFIag

MWP

Time

RepeatedHourFIag

Net Scheduled Generation MWh

Data Type Text (8) Text (3)

Date Time YYYYMMDD HH24MM00 Integer

Text (3)

YYYYMMDD HH24MM0O

Integer

F7.3

Description Company Name Label for creation date and time Creation date and time

1 indicates that the creation time is in the second hour of the daylight time change Label for scheduled generation Date and time for scheduled generation

Indicates whether the breakpoint is in a repeated hour Scheduled generation

Example NAM Oriana SNT

20120427 090000

Oor l SNT 20120427 220000 0 MWP

20120427 090000

Oorl

15.000; MWP 20120427 220000 0 15.000

End of procedure


Oriana Energy, LLC

Procedure III Scheduled and Non-Scheduled Outages aod Capacity

Limitations

Date

Rev

2014

1.0 OBJECTIVE

This procedure is intended to be a working document to facilitate Scheduled and Non-Scheduled Outages or capacity limitations between the Puerto Rico Electric Power Authority (PREPA) and Oriana Energy, LLC (Oriana). ft uses excerpts from the Power Purchase and Operating Agreement (PPOA). Personnel should refer to the PPOA for complete language regarding Scheduled and Non-Scheduled Outages and capacity limitations.


This procedures encompasses the following notifications

• Scheduled Outage • Non-Scheduled Outages • Capacity Limitations


In accordance with Article 8 of the PPOA between Oriana and PREPA, the parties agree:

it

a) For the purpose of Scheduled Outages, Non-Scheduled Outages, and capacity limitations, the Oriana personnel will contact the following PREPA personnel:

Company

PREPA

PREPA

Title

Power Purchase Agreements Operational

Administrator

Operations Subdivision Head

Name

Javier Soto Suarez

Abel A. Quinones Hernandez

Phone

787-464-7331

787-509-0321

Fax

n/a

n/a

E-mail

j-soto-dppa@aee pr.com

ab-quinones@pre pa.com


http://pr.com

http://pa.com

b) For the purpose of Scheduled Outages, Non-Scheduled Outages, and capacity limitations PREPA will contact the following Oriana personnel:

Company Oriana Oriana

Title Plant Manager

Operations Manager

Name Phone Fax E-mail

4.0 PROCEDURE

4.1 General

If Oriana has a Scheduled Outage or a Non-Scheduled Outage or a capacity limitation, and such Outage or capacity limitation occurs or would occur coincident with a PREPA declared Emergency, Oriana shall make good faith efforts, consistent with Prudent Utility Practices and with PREPA's approval to reschedule the Outage or capacity limitation or if these have already commenced, to expedite the completion thereof.

4.2 Scheduled Outages and Capacity Limitations

a) Oriana Plant Manager shall submit, prior to the Commercial Operation Date, a written Scheduled Outage Program for the remaining portion of the First Year of the Facility operations to PREPA's Power Purchase Agreements Operational Administrator. If this occurs after September 1, 2014, a report for the following Year shall also be submitted.

b) After the first Year of operation, Oriana Plant Manager shall submit the Scheduled St

Outage Program for the following Year by September 1 of each Year (Section 8.1 of the PPOA) to PREPA's Power Purchase Agreements Operational Administrator.

c) The notification of the Scheduled Outage Program shall be supported by the proforma included as Appendix Iii. I to this procedure and will include the following information:

• Date and time of commencement of the Scheduled Outage • Available capacity during outage, if any • Major maintenance to be accomplished • Expected duration of each Scheduled Outage.

Agreed Operating Procedures • Page 18 of 53

•Oriana Energy LLC

d) Within sixty (60) days of receiving the proposed Scheduled Outage Program, PREPA shall notify Oriana whether the requested Scheduled Outage periods are acceptable.

e) PREPA shall have the right, upon prior written notice, to revise the Scheduled Outage approved periods.

f) If Oriana has reason to believe that the duration of the Scheduled Outage will exceed the planned duration, the Oriana Plant Manager will notify PREPA as soon as possible as to the cause of such delays and the additional time required to complete the Scheduled Outage. In such event, Oriana will use reasonable efforts to return the Facility to operation in the shortest possible time following the end of the originally Scheduled Outage period.

4,3 Non Scheduled Outages and Capacity Limitations

a) Oriana shall use reasonable efforts to notify and coordinate all Non Scheduled Outages or capacity limitations (Section 8.2 of the PPOA) with PREPA's Operations Subdivision Head. Such notifications shall be supported by the use of the proforma included in Appendix 111,2 to this procedure.

b) Oriana shall use reasonable efforts to coordinate Non-Scheduled Outages or capacity limitations to occur during times when the Facility Is not projected lo be Dispatched, during Scheduled Outages, or such other times as will minimize any adverse effect on the operation of PREPA's electric system.


Oriana Energy, LLC Scheduled and Non Scheduled Outages and Capacity Limitations

Appendix 111,1 Proforma Completion Procedure - Scheduled Outages

1) Oriana Plant Manager shall complete the following sections of the proforma and email to PREPA by no later than 1 September of each Calendar Year for the following Year

• Date and time Scheduled Outage proforma submitted to PREPA • Submitted by (Oriana Plant Manager) and signature • Date and time of commencement of Scheduled Outage - being the point in time when

the Facility is desynchronized is no longer available for generation. • Outage details including Outage type and a reference to any supplementary

information. • Expected duration of the Scheduled Outage from the date and time of

desynchronization of the facility to the date and time the facility is once again available for generation.

2) PREPA's Power Purchase Agreements Operational Administrator shall acknowledge receipt of the Scheduled Outage declaration by completing the following sections of the proforma and returning to Oriana:

• Received by PREPA on [date].

This signature only indicates acknowledgement of the receipt of the proforma - it does not indicate acceptance of the proposed dates. PREPA will, within 60 days of receipt of the Scheduled Outages declaration, indicate its acceptance or refusal of all or any part of the proposed dates in writing to Oriana.

3) Oriana shall indicate on the proforma any delay in the completion of the Scheduled Outage. The Oriana Plant Manager shall include the following information on the proforma and resubmit to PREPA.

• Revised Scheduled Outage completion date and time • Reference attached information outlining the cause / causes of the delay.


Oriana Energy, LLC

SCHEDULED OUTAGES OR CAPACITY LIMITATIONS

Date / Time submitted

Submitted by (Oriana)

Received by (PREPA)

Date and time of commencement of Scheduled outage or Capacity

Limitation

Scheduled Outage or Capacity Limitation Details

— — — • • — — — — — — — — — -

Expected duration of Scheduled Outage or Capacity Limitation


Oriana Energy, LLC Scheduled and Non Scheduled Outages and Capacity Limitations

Appendix IH.2 JVofo|âiCompletion Procedure - Non-Scheduled Outages or Capacity Limitations

1) Oriana Operations Manager shall complete the following sections of the proforma and email it to the PREPA's Operation Subdivision Head no later than Thursday of each week at noon. PREPA Operation Subdivision Head shall confirm to Oriana Plant Manager the coordination of the requested works and the period of time assigned.

• Date and time Non - Scheduled Outage or capacity limitation proforma submitted to PREPA

• Submitted by (Oriana Operations Manager) and signature • Date and time of commencement of Non -Scheduled outage or capacity limitation -

being the point in time when the Facility is desynchronized or limited in their generating capacity.

• Summary of cause of Non - Scheduled Outage or capacity limitation. • Expected duration of the Non -Scheduled Outage or capacity limitation for the

Facility in hours from the date and time of desynchronization or generation capacity limitation of the Facility to the date and time the Facility is once again available for generation or the limitation has been removed. This date and time is to be revised as circumstances require through regular communication between Oriana and PREPA.


Oriana Energy, LLC

NON-SCHEDULED OUTAGES OR CAPACITY LIMITATIONS

Date / Time submitted

Submitted by (Oriana)

Received by (PREPA)

Date and time of commencement of Non-Scheduled outage or

Capacity Limitation

Non-Scheduled Outage or Capacity Limitation Details'

Expected duration of Non-Scheduled Outage or

Capacity Limitation2

Supervisor in charge: Phone: (xxx) xxx-xxxx

(/>

Notes: 1. Provide summary of reason for Non-Sched tiled Outage or capacity limitation and work to be

done. 2. Period from unit desynchronization or limitation effective from, to being available for

resynchronization or limitation removed in hours. 3. Subject to revision depending on going repairs.


End of procedure

Oriana Energy, LLC

Procedure IV System Operation and Transmission Grid

Communications

Date

Rev

2014

1.0 OBJECTIVE

T'his operating procedure is intended to be a working document to facilitate the communications between Puerto Rico Electric Power Authority (PREPA) and Oriana Energy, LLC (Oriana) regarding the electrical energy transmission system.


This procedure encompasses communications between PREPA and Oriana relating to the following:

• Notifications for start-up and synchronization of the Facility

• Transmission system outages • Emergency situations requiring a reduction in generation, total or partial Facility

outage. • Equipment Maintenance and Inspection, and Switching practices at Oriana 115 kV

switchyard interconnection facilities

• At risk situations

• Relay settings

• Certification of tests and inspections on electric and protection equipment

• Infrared thermography inspections to Oriana interconnection i'acilities

3.0 RESPONSIBILITIES In accordance with various Articles of the PPOA the parties agree:

a) For the purpose of communications regarding transmission of electrical generation, Oriana personnel shall contact the following PREPA personnel:


Work orders and operations coordination:

Company

PREPA

PREPA

Title ECC-North

Generation Shift Engineer

ECC-North ESO Coordination and

Control Supervisor

Name Phone

787-521-5064

787-521-5065 787-521-5067

Fax

787-521-5062

"

787-521-5062

E-mail

ecc@aeepr, com

ecc@aeepr. com

Transmission Programmed outages or clearances:

Compan y

PREPA

PREPA

Title

Clearances Office

Supervisor Power Purchase


Administrator

Name

Javier Soto Suarez

Phone

787-521-5058

787-464-7331

Fax

787-521-5060

n/a

E-mail

j-soto-dppa @aeepr.com

Relay Settings:

Company

PREPA

Title Protection

Subdivision Head

Name Hector Delgado

Hernandez

Phone

787-509-2761

Fax

n/a

E-mail Hdelgado5707@aee

pr.com

b) PREPA personnel will contact the following Oriana personnel:

Company Oriana

Title Shift Supervisor

Name Phone Fax E-mail

1


http://pr.com

4.0 PROCEDURE

4.1 PREPA notifications required for start-up and synchronization of the Facility

Oriana Shift Supervisor shall notify ECC Shift Engineers when it will be in a position to synchronize the Facility. PREPA will confinn to Oriana, with an order number, when the synchronization can be done. This synchronization procedure will be required whenever the Facility is required to disconnect, tinder normal operating conditions, PREPA will confirm almost immediately with an order number to reconnect. Any delays caused by PREPA from the moment Oriana is available and has notified PREPA to synchronize until Oriana receives a synchronization order will be subject to the limitations set forth in Article 7 and Article 8 of the PPOA, as applicable.

Company

PREPA

Title Generation Shift

Engineer

Name Phone

787-521-5064

Fax

787-521-5062

E-mail ecc@aeepr,

com

4.2 Transmission system outages

PREPA Power Purchase Agreements Operational Administrator shall immediately notify Oriana of any planned transmission system outages that could directly affect Oriana's output of electrical energy, and, if applicable, how much Oriana's generation should be limited, which shall in all cases be in accordance with Articles 7 and 8 of the PPOA.

4.3 Emergency situations requiring a reduction in generation

a.) PREPA Shift Engineers will take control of the Facility (via set points), or shall notify as soon as possible Oriana Shift Supervisor of any potential line overloads or Emergencies that require a reduction or disconnection of tlie Facility, and by how much generation should be reduced which shall in all cases be in accordance with Articles 7 and 8 of the PPOA.

b.) Oriana personnel shall, as soon as possible, notify the PREPA Shift Engineers of any emergency situations at the Oriana site which may have a direct impact upon Oriana Facility generation level. Oriana shall use all reasonable efforts to minimize the impact on the Facility generation level caused by the emergency situation.

4.4 Equipment Maintenance and Inspection, and Switching practices at Oriana interconnection facilities

For any maintenance activity to be conducted by Oriana on any equipment located within the Oriana interconnection facilities which directly interface with the PREPA


transmission system, Oriana shall submit a request form to PREPA Power Purchase Agreements Operational Administrator. Oriana shall obtain from PREPA the required steps for any switching activity. Before beginning the maintenance activity, Oriana shall obtain from the PREPA's ESO Coordination and Control Supervisor an order for each switching action to be executed at Oriana interconnection facilities.

4.5 At risk situations

Oriana shall coordinate and obtain a work order Irom PREPA Shift Engineers before commencing any work in the interconnection facilities that could reasonably be expected to cause a Non Scheduled Outage or limit the generation output.

4.6 Relay Settings

Oriana shall change its relay settings (which may impact PREPA's electrical system) only after coordinating and obtaining a written authorization from PREPA's Protection Subdivision Head.

4.7 Certification of tests and inspections on electric and protection equipment

At PREPA's request, Oriana shall provide certifications of tests and inspections of the electric and protection equipment, which may impact PREPA's electrical system. PREPA has the right to visit and visually monitor Oriana site during operation and testing. ( Section 8.9 of the PPOA)

4.8 Infrared thermography inspections to the Interconnection Facilities

Oriana shall perform a yearly infrared thermography preventive inspection to the Interconnection Facilities. An inspection report shall be submitted to PREPA Power Purchase Agreements Operational Administrator during September of each Year.

End of procedure


Oriana Energy, LLC System Operation and Transmission Grid Communications

Appendix 1V.1 Switchyard Equipment line Diagram

ORIANA ENERGY, LLC ELECTRICAL INTERCONNECTION

ISABELA, P.R.

Oriana Energy, LLC Project Facilities

SO MW ,\tw 115t.vrrons[|ii»ion l.lnc

i'/ (Rf W S *.-Mt (..hi .,f «ft

Mora TC HSl-VSwltehyanl

7±

ri i tVHm •HIK-

ry*W-\ K^X^S

Tr;msni rssion 1

IJ5 1^ fcV

r\TO J15 kV t'ntlerKromiU Mne

I 11̂ i\ irj^-Jiiiî^rt l^h Tfe r̂t-A ft* W

LUTsl4ij7,'i<'id*iii,iitlETicptiavi!'irii\ uf (Jl.JlU tsîg* t t ( l"ni^[

AsWinwvif r

Modiflciiikiti^ ntiEl tatid AnjirlÎr^n

tm-JrlFi.jfj.jiiiri.̂ iPUnlGTi^ viiiifhyjrj fipm'fcii ttnchiJn^ f^Wal*"'! ̂ fo.'-t'J'ini'sjuii. »lhl*Ji>|ril"j1p,inlnft ^Tk^^flhiiî^mni^

Onana Energy, LLC Project Blectncil IiitL'ttonnection Mora TC

PREPA (Puerto Rico Electric Power Aiithomy)

End of procedure


Oriana Energy, LLC

Procedure V Minimum Technical Requirements (MTR) Monitoring

and Enforcement

Date

Rev

2014

1. OBJECTIVE

The following procedure is intended to be a working document to facilitate the communications between Puerto Rico Electric Power Authority (PREPA) and Oriana Energy, LLC (Oriana) for Minimum Technical Requirements (MTR) management. This procedure uses excerpts from the Power Purchase and Operating Agreement (PPOA). Personnel should refer to the PPOA for complete language regarding MTR.


This procedure encompasses the following:

• Information requirements * MTR monitoring and Non-compliance management


3.1 For the MTR management the Oriana personnel will contact the following PREPA personnel:

Company

PREPA

PREPA



Administrator Operations

Subdivision Head

Name

Javier Soto Suarez

Abel A. Quinones Hernandez

Phone

787-464-7331

787-509-0321

Fax

n/a

n/a

E-mail

[email protected] om

[email protected] om

3.2 For the purpose of MTR management PREPA personnel will contact the


following Oriana personnel:

Companv Oriana


4.0 PROCEDURE

4.1 Frequency Response/Regulation and Ramp Rate Control requirement

Frequency response shall not be limited by, and shall be decoupled from, the ramp rate control. The frequency response of the facility shall be continuously in operation, even during ramp rate events, unless the ramp rate event requires its frequency response resources to comply with the ramp rate control requirement. The facility shall be able to simultaneously comply with both requirements, as long as the ramp event does not require the frequency response resources lo comply with the ramp rate requirement. In such case, the ramp rate function will use all the available resources, and frequency control will not be in effect during this specific period of time. Whenever the magnitude of the event requires all available storage resources, they will be used for ramp rate control, otherwise the Facility shall comply with ramp rate and frequency requirements at the same time.

The energy storage systems utilized to comply with the frequency regulation requirement shall be designed based on a storage capacity equivalent to 9.5 minutes of the 10 % AC contracted capacity measured at the POI. This represents an equivalent of 9 minutes full participation, plus one minute ramp down complying with the ramp rate requirement. This energy will be used on a continuous basis for regulation against frequency deviations. The regulation function shall be active as long as there is energy available, and is not in use for ramp rate control.

Frequency response function shall be active at all times, and the Facility shall respond to frequency deviations (movement) as long as the frequency is beyond the deadband and up to 0.3 Hz additional deviation. If frequency deviation exceeds 0.3 FIz beyond the deadband, the Facility does not have to increase the magnitude of its response any further. As soon as frequency recovers within the 0.3 Hz deviation plus the deadband, the Facility shall respond as long as the frequency is moving within this range.

For example: for a 20MW Facility, 2MW times 9.5 minutes yields 316.6 kWh of storage capacity for frequency regulation. For the avoidance of doubt, the maximum frequency response of 10 percent of the Facility capacity during conditions where the frequency is below 59.7 Hz is only required to be maintained when the frequency stays at or below this level (for a maximum of 9.5 minutes). When the frequency comes back above 59.7 Hz then the contribution of the Facility is reduced based on the droop function. This design

Agreed Operating procedures - Oriana Energy LLC Page 30 of 53

guideline of 316.6kWh in the example above is for regulation/response in each direction.

PREPA will consider the state of charge of the battery and remaining regulation storage capacity (as per the manufacturer's recommended usage parameters) as a design limit when assessing compliance with the frequency requirement.

PREPA will have access to the state of charge of the battery system on a real time basis, and as such can monitor the levels of depletion of this reserve along with and up to a 12 month historical participation in the frequency response. PREPA is going to monitor this frequency energy reserve (and ramp rate control also) with information on the state of charge and up to a 12 month historical participation to maintain parameters of the storage system tlie vendors recommend. This information will be telemetered through the RTU and stored in the Scada System. Energy used for each function (frequency response and ramp rate control) shall be calculated to identify how much of each reserve is left for each function.

If the energy available for regulation is drained, the frequency regulation function shall be restored in a time period less than 10 minutes, after restoration of the frequency to within the frequency control dead band, based on the storage system technology capacity.

The energy storage systems utilized to comply with the ramp rate control requirement shall have a minimum nominal storage capacity of 20% of AC contracted capacity measured at the POI; and for at least one minute, a minimum effective storage capacity of 30% of AC contracted capacity measured at the POI. If these resources are not sufficient to manage a ramp event, the frequency response storage capacity will be used to the extent of its full nominal 10% capacity and its 15% effective capacity, for a minimum of 30% nominal capacity and 45% effective capacity measured at the POL

4.2 Frequency Response/Regulation requirement compliance monitoring

Frequency response will be monitored on a daily basis, independently of the ramp rate control, by the following procedure:

a. The AC power output of a Facility at the POI, the AC power output of the generation Facility at its terminals, the frequency response storage MW participation, the ramp rate contro! storage MW participation, the frequency used for response calculation, the remaining equivalent energy for frequency regulation, the remaining equivalent energy for ramp rate control, and the grid frequency, must be provided by the Facility to the SCADA system and stored by the SCADA system . with a standard sampling rate of 2 seconds.

b. The required response of the Facility to frequency deviations will be computed based on the frequency bias formula, with a 5% droop characteristic:


fb = NCF / (Droop%*fmJ MW/Hz

For the avoidance of doubt, frequency response is based on the nameplate value, regardless of the output levels of the Facility. The operational range of the frequency response and regulation system shall be active from 10% to 100% of the maximum AC active power capacity, as established in the MTR. The Facility does not have to reduce its power output below 10% of its nominal capacity for the purpose of frequency regulation.

Where:

fb = Frequency bias in MW/Hz

NCF = Nominal Capacity of the Facility inMW

Droop% = 5% in pu

fnom ~ System nominal frequency = 60IIz

For example, for a 20MW Facility:

fb = 20 / (.05*60) = 6.667 MW/Hz

e. The frequency response of the Facility shall always be in opposition to the direction of the system frequency deviation.

fdev" absolute value (fsyx - 60) in Hz

fsys - Actual system frequency in Hz

fdev== Frequency deviation from the nominal system frequency in Hz

d. The frequency bias will be applied to (multiplied by) the frequency deviation beyond the dead band. This result (FRF) establishes the increase or decrease in active power required at the POI in response to the system frequency deviation.

FRF = Frequency response of the Facility in MW (increase or decrease in active power required at the POI in response to the system frequency deviation)


fdev = Frequency deviation from the system nominal frequency (in Hz) or the absolute value of the difference between the actual system frequency and 60 Hz

dbaad - Dead band in Hz

fb = Frequency bias in MW/Hz

e. For example, for a dead band of O.OIHz and an increase in frequency deviation of 0.11 Hz, the power output of the 20M W Facility at the POI is required to decrease by 0.667MW. On the other hand, if the frequency decreases with a frequency deviation of 0.31Hz, a 2MW increase in active power output at the POI is required. The Facility is required to continuously comply with this standard frequency response participation, unless a ramp event is of such magnitude that requires the frequency response storage resources to comply with the ramp rate control requirement. The maximum frequency response participation required to the Facility is limited to 10% of the nominal capacity of the plant; no further participation is required, independently of how much frequency deviates in excess of 0.3 Hz + dead band. The Facility is required to continuously comply with the previously explained frequency response and regulation requirements, simultaneously with active power upward/downward ramp events. Please refer to PREPA MTR document for a detailed description of the frequency response requirement. The following chart illustrates graphically a representative performance of a Facility in the context of the frequency response and regulation requirement. The dotted graph represents the system frequency and the solid one, the plant's active power output at the POI in response to the corresponding system frequency deviations:


Frequency Response Monitoring

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4. J Ramp Rate Control requirement compliance monitoring

a) Ramp rate control will be monitored independently of the frequency response. Rales of change in active power at the Facility's POI in excess of the 10 % ramp rate requirement caused by the need to provide frequency response (per tcquired). will not be accounted as non-compliance with the ramp rate contro! requirement.

For example, if the plant is providing a frequency response of 4%/minute due to over-frequency (batteries charging - plant output reduced), and a ramp down event occurs at 8%/minute (which would not require a response from the batteries by itself), when combined with the frequency response the change in output is greater than 10% in one minute. In this example, the necessity for ramp rate control is caused by the need to provide frequency response and ts therefore not considered a non-compliance event with the ramp rate requirement

b) Rates of change in active power at the Facility's POI in excess of the 10 % ramp rate requirement caused by the loss of generating resources (solar irradiance or wind) that require more than the specified effective storage capacity to comply will not be accounted as non-compliance with the ramp rate control requirement.


c) The AC power output of a Facility at the POI, the AC power output of the generation Facility at its terminals, the frequency response storage MW participation, the ramp rate control storage MW participation the frequency used for response calculation, the remaining equivalent energy for frequency regulation, the remaining equivalent energy for ramp rate control and the grid frequency, must be provided by the Facility to the SCADA system and stored by the SCADA system, with a standard sampling rate of 2 seconds.

The ramp in MW per scan of the Facility is defined as:

Psr^Ps-Pr

Where:

PSf - Present MW power output of the Facility at the POI with the

frequency response storage MW participation removed

Ps = Present MW power output of the Facility at the POI

p = Frequency response storage MW participation

Rs = Absolute value of ramp in MW per Scan

psf-i~ MW power output of the Facility at the POI with the

frequency response storage MW participation removed, one (1) scan

before, which is two (2)seconds previous

The ramp rate for each scan will be calculated accordingly to the following formula, and expressed as a percentage of the Facility capacity per minute (30 scans):


RrXSQ RR = ^±B X100

Where:

RR = Ramp rate in % of Facility capacity per minute

Rs = Ramp in MW per Scan

PF = Facility AC contracted capacity in MW

The required ramp rate is 10 %, with an additional 10 % tolerance to exclude scans which are marginally in non-compliance. When a scan exceeds the required ramp rate plus the tolerance, an alternate corrected scan will be calculated to identify the Facility's power output for this scan to be in compliance (at the 10 % required ramp rate).

/ / i W ? > l l %

(IQ%)PF rASD ~rSf-l JO

or

P -P , Ci oy f ÂSU -^Sf-l+ 35

for Ihefirsl scan

or:

PASD~PASW(10%)PF/30

or PASU=-PASU-I + 00%)PF/30

for remaining scans during the event.


Where:

PASO - Alternate corrected calculated scan in MW for downward ramps for the first scan in violation

PASU = Alternate corrected calculated scan in MW for upward ramps for the first scan in violation

PASD-I - Alternate corrected calculated scan in MW for downward ramps for remaining scans in violation

PASU-I " Alternate corrected calculated scan in MW for upward ramps for remaining scans in violation

PSf _ j = MW power output of the Facility at the POI with the

frequency response storage MW participation removed, one (1) scan

before

PF = Facility AC contracted capacity in MW

For downward ramps, any scan thereafter in which the Facility output is less than this alternate corrected calculated scan, will be evaluated for compliance. We will identify if the event is still ongoing by subtracting the present Facility power output from this corrected Facility power output, as follows:

% ~ PASD - PSf

First scan will establish the starting point for performance evaluation of the Facility; once the Facility cannot withstand the ramp event, the whole event will be evaluated for every scan, including the first one.

Where:

Ps- = Present MW power output of the Facility at the POI with the


frequency response MW participation removed

PASD = Alternate corrected calculated scan in MW for down ramps

X > 0 means that the event is still ongoing and the scan needs to be evaluate for compliance

To evaluate the scan for compliance, the actual power output of the Facility, with the frequency response MW participation and the AC power output of the generation Facility at its terminals both removed, will be compared against the specified effective storage capacity as follows:

If PRR = ESC, then the scan is not in violation since the ESC is the maximum expected production of the storage system; otherwise the scan needs to be evaluated for the specified lime duration for the effective capacity:

If T < 1 minute, then the scan, and hence the event, is in violation since the storage system was supposed to provide the ESC for at least this amount of time; otherwise the scan still needs to be evaluated for the specified nominal capacity since outside of the specified time for the ESC, the system shall be able to supply the specified nominal capacity. Transition from ESC to NSC shall not exceed the ramp rate requirement of 10%/minute of AC contracted capacity.

For the avoidance of doubt, PREPA calculates compliance relative to the storage system response. As such, if an extreme ramp rate occurs, compliance with that ramp rate is based on what the required behavior of the storage system should be, rather than what the required behavior of the Facility should be according to the MTRs. For example, the maximum allowable ramp for the Oriana facility is 166 kW/scan. If the ramp is greater than this, the Facility is non-compliant unless the MW output of the battery system is either equal to ESC for at least one minute or to the NSC after that.

Furthermore, PREPA is mostly concerned with large non-compliance events (sustained non-compliance versus punctual non-comlinace) as such a few failed scans in a given day will not lead to curtailment of the Facility.

All scans will be evaluated, including the first one; compliance will not be evaluated as failing the ramp rate control of 10%/min. until the performance of the storage system is evaluated. More than failing the ramp rate control, non-compliance will be defined based on the performance of the storage system. In short, if the ramp is controlled within the requirement, or if the storage system cannot control the ramp rate because it is outside its


capabilities, but perfonns as specified (designed) the Facility will be in compliance. If the system cannot control the ramp as required, and also does not perform as designed, the Facility will not be in compliance.

In theory, 30% of the Facility contracted capacity may be used without the need for using the frequency support storage participation (20% nominal times 1.5 effective). However, this happens to be the storage nominal capacity when frequency support storage participation is already being used. When specific events push the storage system against its limits, prevailing conditions will need to be considered in the evaluation; the same event may be considered either in compliance or not compliance based on actual conditions of the storage system prior to the event (full vs. a depleted state of charge^

/ / Pjut < NSC, then the scan, and hence the event, is in violation

Where:

PRR = Ramp rate contro/ storage MW participation ESC = Total specified ejfective storage capacity NSC ~ Total specified nominal storage capacity T = Time elapsed since the effective storage capacity is in use

If an event is in violation, which means that the storage capacity did not performed as specified, the maximum insufficiency will be calculated to establish the proposed level of curtailment to be applied, and the MTR non-compliance management procedure will be applied.

For upward ramps, any scan thereafter in which the Facility output is more than this alternate corrected calculated scan, will be considered in violation, and the MTR non-compliance management procedure will be applied. For such a violation curtailing the Facility is not an option, since no external resources are needed and the plant power controller shall be able to enforce compliance.

4.4 Voltage Ride Through (VRT) requirement compliance monitoring

Voltage Ride Through (VRT) will be monitored using parameters data obtained from the Dynamic System Monitor (DSM) and SCADA. After system events or disturbances such as voltage events or faults, the performance of the facility will be evaluated according to PREPA MTRs. System and facility parameters data from the Dynamic System Monitor (DSM) and SCADA will be used for the compliance evaluation.

4.5 Voltage Regulation System (VRS) requirement compliance monitoring


Voltage Regulation System will be monitored using parameters data obtained from the Dynamic System Monitor (DSM) and SCADA. Parameters as voltage regulation accuracy. VRS response time, overshoot, and reactive power contribution based on voltage set point and voltage droop will be evaluated according to PREPA MTRs. The compliance evaluation will be based in system and facility parameters data from the Dynamic System Monitor (DSM) and SCADA. In addition to regular monitoring, periodic tests to evaluate compliance with specific voltage regulation system requirements will be performed.

4.6 Reactive Power Capability and Minimum Power Factor requirement compliance monitoring

The reactive power capability and minimum power factor requirement will be monitored using parameters data obtained from the Dynamic System Monitor (DSM) and SCADA. The reactive power capability of the facility shall comply with PREPA MTRs. In addition to regular monitoring, periodic tests to evaluate compliance will be performed.

4.7 Frequency Ride Through (FRT) requirement compliance monitoring

Frequency ride through (FRT) will be monitored using parameters data obtained from the Dynamic System Monitor (DSM) and SCADA. After system events or disturbances such as frequency events or faults, the performance of the facility will be evaluated according to PREPA MTRs. System and facility parameters data from the Dynamic System Monitor (DSM) and SCADA will be used for the compliance evaluation.

4.8 MTR non-compliance management procedure

a) PREPA shall have no liability (no waiting time calculation nor curtailment payment) with curtailments or disconnections related to MTR non-compliance.

b) PREPA wilt monitor the performance of the Facility to verify its compliance with the requirements on a daily basis.

c) If the Facility is determined to be in non-compliance, PREPA may curtail the Facility in such a scope and duration consistent with Prudent Utility Practices as defined in the PPOA, and to a level that would have complied with the event. Before any curtailment is applied, a written notification will be sent to the Oriana to allow for correction as outlined below.


d) For non-compliance events or situations that do not necessarily depend on the Facility's power output (such as. but not limited to, frequency response, voltage regulation, frequency ride throught and voltage ride through) PREPA will also have the option of disconecting the Facility with 100% curtailment provided, however, that PREPA will give a preference lo curtailment over disconnection and will disconnect the Facility only in the event that curtailment (up to 100% If necessary) is not effective to cure the non-compliance.

e) The following procedure will apply for non-compliance events:

i. PREPA will provide to the Oriana a written notification, via email, of the non-compliance events, including the corresponding events data, graph and proposed level of curtailment to be applied if an appropriate solution is not provided. The Oriana will have up to 48 hours to review the notification and provide to PREPA a report that shall include the causes for Facility non-compliance, proposed corrective actions and approximate time it will take to bring the Facility back to compliance state; provided, however, that if Oriana reasonably requires more than 48 hours to provide such report due to the nature of the event, Oriana shall notify PREPA during such initial 48 hours of the need for such an extension, and PREPA will provide such an extension of up to 96 additional hours to provide such report.

ii. Oriana will perform the corrective actions and will provide to PREPA all required documentation that demonstrates the corrective actions performed to the Facility. PREPA will verify the provided documentation and will lift the curtailment if any was applied.

iii. PREPA will monitor the Facility for a test period that shall be sufficient to allow Ihe Facility to be exposed to similar conditions as those that caused the non-compliance event.

a. If the Facility can not comply with the requirements for future similar conditions, the Facility will be curtailed to the proposed level notified in e)i., Oriana will piovide to PREPA a report that shall include the causes for the Facility non-compliance, proposed corrective actions and approximate time it will take to bring the Facility back to compliance state. The processes included in items e)ii. and e)iii. shall be repeated.


b. If during this test period the Facility complies with the requirements under similar conditions to those that caused the non-compliance (or production patterns are recreated to simulate such events by altering the output of the Facility to generate such similar response from the MTR equipment), the non-compliance event will be over, compliance monitoring will continue normally, and the Facility shall be allowed to operate up to the contracted capacity.

During curtailment periods, ramp rate control shall be easier to comply with, but storage performance will still be evaluated. Also, during curtailment periods, frequency response shall be kept unaffected.

Pursuant to Article 17.1(b), if the Oriana, within 120 days, is unable to bring the Facility back to compliance after carrying out corrective measures. PREPA will maintain the curtailment of the Facility to a level that complies with the requirement or will keep it disconnected In the manner provided by the PPOA. Also, pursuant to Article 17.1(b), Oriana, within additional 150 days, shall implement an alternate or enhanced design and control strategy that may include changes to the existing equipment or additional equipment at the Facility lo bring it to compliance. Otherwise. Oriana will be declared in breach of the Agreement and PREPA shall be entitled to declared termination of the Agreement, pursuant to Article 16.1.

End of procedure


Oriana Energy, LLC

Procedure VI Compensation, Payments and Billings

Date

Rev

2014

I. OBJECTIVE

T'he following procedure is intended to be a working document to facilitate the communications between Puerto Rico Electric Power Authority (PREPA) and Oriana Energy, LLC (Oriana) for billing purposes. This procedure uses excerpts from the Power Purchase and Operating Agreement (PPOA). Personnel should refer to the PPOA for complete language regarding billing.


This procedure encompasses the following:

• Meter Reading • Invoicing • Payment • Record of information during disconnection or reduction in the Facility output


3.1 For the purpose of billing the Oriana personnel will contact the following PREPA personnel:

Company

PREPA

PREPA



Administrator

Name

Javier Soto Suarez

Phone

787-464-7331

Fax

n/a

E-mail

j-soto-dppa@ aeepr.com

3.2 For the puipose of payment of outstanding bill the PREPA personnel will contact the following Oriana personnel


http://aeepr.com

Company Oriana


4.0 PROCEDURE

4.1 Meter Reading

a) PREPA will prepare and submit to Seller a meter-reading program before January 1st of each year. During each one (1) Year period, the meters will be read at least twelve (12) times to determine the amount of Net Electrical Output delivered to PREPA from the Facility on the indicated dates. PREPA shall notify Oriana in advance of any change to the Billing Period schedule. (Section 10.4 of the PPOA).

b) In accordance with Section 10.4 of the PPOA, PREPA shall provide Seller with a written statement containing the results of such meter readings within (10) Days following the reading.

4.2 Invoicing

a) Oriana shall provide PREPA with a written invoice for the Net Electrical Output delivered to PREPA, on or before the fifteenth (15) Day following the end of the Billing Period (or if later, within five (5) Days after Oriana receives fhe Meter Reading Report).

4.3 Payment

a) The invoice shall be paid by PREPA within forty-seven (47) Days after the end of the Billing Period, or the next Business Day in case the due date is a holiday or weekend.

b) In accordance with the PPOA, Energy Payment and Green Credits Payments for each Billing Period will be calculated as follows:

1. Energy Payment, beginning with the Pre-Operation Period and continuing throughout the Term of the PPOA:

EP = HPPxNEO

Where:

EP is the Energy Payment.

EPP is the Energy Purchase Price, which for the first Agreement Year shall


equal to $0.15 per kWh of NEO.

And NEO is the Net Electrical Output expressed in kilowatt hours (kWH).

On an annual basis on the first anniversary of the Commercial Operation Date, and each year thereafter, the EPP shall escalate in an amount equal to two percent (2.0%).

2. Green Credits Payment, beginning with the Pre-Operation Period and continuing throughout the Term of the PPOA:

GCP = GCPP x NEO

Where:

GCP is the Green Credits Payment.

GCPP is the Green Credits Purchase Price, which shall equal to $0,030 per kWh of NEO. For the avoidance of doubt, the Green Credits Purchase Price shall not be subject to escalation for the Term of the PPOA.

And NEO is the Net Electrical Output expressed in kilowatt hours (kWH).

4.4 Record of information during disconnection or reduction in the Facility output

a) Both parties shall keep record of the time duration of any disconnection or reduction in the Facility's output. Both parties shall conciliate these records.

4.5 Calculation of Net Electrical Output (NEO) for the reduction period

a) To calculate the Net Electrical Output (NEO) not received by PREPA during any event that exceeds the waiting periods, the following method shall be used:

1. Determine the time period (Event Flours) where NEO was not received by PREPA. 2. Determine the average temperature and solar irradiation as measured by working

pyranometers in the Facility for the Event Hours. 3. Calculate NEO for the Event Hours using output curves provided by the Facility,

taking into consideration the power curves provided by the manufacturer and the parameters affecting these curves, such as temperature derating and losses, among others,

4. To ascertain the reliability of the above calculation, Comparable Hours, such as the same Event Hours for the nearest day before and after the event shall be used to perform the same NEO calculation. This calculated NEO shall be compared to the actual NEO delivered to PREPA for the same Comparable Hours. If the


calculated NEO is more than five percent (5%) of the actual NEO, the calculated NEO for the Event Hours shall be adjusted by the arithmetic average of the two ratios of the calculated NEO to the actual NEO for the Comparable Hours.

End of procedure


Oriana Energy, LLC

Procedure VII Emergency Communications

Date

Rev

2014

1.0 OBJECTIVE

The following procedure is intended to be a working document to facilitate the communications between Puerto Rico Electric Power Authority (PREPA) and Oriana Energy, LLC (Oriana) during Emergency situations. This procedure uses exceipts from the Power Purchase and Operating Agreement (PPOA). Personnel should refer to the PPOA for complete language regarding Emergency communications.


PREPA declared Emergency Oriana declared emergency Guidelines for recovery from a widespread electrical blackout Interconnection Facilities loss of primary and secondary pilot protection Disturbance analysis reporting


In accordance with sections of Article 7 and Article 8 of the PPOA between Oriana and PREPA the parties agree, for the purposes of Emergency communications, that:

a) Oriana personnel will contact PREPA Energy Control Center personnel:

( / #

Company PREPA

PREPA

Title Generation Shift Engineer Principal Shift Engineer

Name . — - " I . — — — — « ,

Phone 787-521-5064

787-521-5066

Fax 787-521-5062

787-521-5062

E-mail ecc@aeep

r.coin ecc@aeep

r.coin

Agreed Operating Procedures • Page 47 of 53

•Oriana Energy LLC

b) PREPA Dispatch Center will contact the following Oriana personnel:

Company ORIANA


4.0 PROCEDURE

4.1 PREPA declared Emergency

a) If an Emergency is declared by PREPA, PREPA's Shift Engineers will place the Net Electrical Output within its exclusive control (via set points) for the duration of such Emergency and then shall notify Oriana personnel. Without limiting the generality of the foregoing, PREPA's control centers may require Oriana personnel to delay synchronization or raise or lower production of electricity generated by the Facility to maintain safe and reliable load levels and voltages on PREPA's transmission and/or distribution system, which shall in all cases be in accordance with Articles 7 and 8 of the PPOA, the Facility Design Limits, relevant Facility Permits and Prudent Utility Practices.

b) PREPA will maintain the record for such Emergency.

c) PREPA shall, as soon as practicable after the occurrence of the Emergency, submit a report describing the causes for such action.

4.2 Oriana declared emergency

a) If, for the safeguarding of equipment, plant and / or personnel Oriana need to take equipment and / or plant out of service Immediately resulting in a reduction in the Net Electrical Output or Facility outage. Oriana shall notify the PREPA Shift Engineers as soon as possible prior to the event. Oriana shall use best efforts to maintain the Net Electrical Output during such situations but in all cases shall keep PREPA informed as to the status of the emergency situation.

4.3 Procedures for recovery from a local or widespread electrical blackout

a) After a system blackout, which results in a shutdown of the Facility, PREPA shall inform Oriana with a work order when it can synchronize back to the electrical system.


b) After a system disturbance, resulting in a temporary outage at the Interconnection Point, PREPA shall inform Oriana with a work order when it can synchronize back to the electrical system.

4.4 Interconnection Facilities loss of primary and secondaiy protection

a) Whenever Oriana or PREPA determines that both primary and secondary pilot protections at the Interconnection point are not operating, the Facility will not be shutdown. In this case Oriana personnel will coordinate to restore the pilot proteciion as soon as possible. The line will be operated with the backup protection while the work on the pilot protection is completed and the Plant will be dispatched without affecting the electric system security.

4.5 Disturbance Analysis Reporting

a) When an internal incident occurs inside the Facility, including its connection appurtenances, which results in any consequence or disturbance to the electric system, Oriana will provide PREPA with verbal details of the cause of the event determined from the relay panel (if applicable) within approximately 2 hours of the start of the event. A disturbance analysis report shall be submitted by Oriana to PREPA within 24 hours of the aforesaid incident, and if applicable, shall include a copy of the sequence of events report downloaded from the relays. Appendix VII.l of this procedure includes a proforma to be used for such reporting. During the next 48 hours after the incident occurs, Oriana shall take all reasonable efforts to submit a final report including all details of such mentioned incident in a written letter to the Head of the Electric System Operation Division.

b) If the internal Facility disturbance results in a generation loss deviating the grid system frequency beyond 0.3Hz, the requested report shall include the magnitude of the lost generation, the mechanical or electrical consequences of the abnormal situation, the general findings and the corrective measures taken arising from the incident.

c) If the disturbance results in a forced disconnection of the Facility from PREPA electric system, an accident or any undesired or unexpected result as reflected in the electric system, Oriana personnel shall analyze the event in order to submit the requested report to PREPA. The report shall include, but not be limited to, the sequence of the detected events, the interconnection devices operated, all the protections activated (correctly or not) and the consequences arising from the incident.


Oriana Energy, LLC Emergency Communications

Appendix VII.l Disturbance Analysis Report

The disturbance analysis report proforma attached to this appendix shall be used as the basis for reporting disturbances to the PREPA electrical transmission system caused by an incident internal to the Oriana Facility as outlined in section 4.5 to this procedure.

Any additional data required to support the analysis of the system disturbance will be obtained and retained with the Disturbance Analysis Report by Oriana for possible future discussions with PREPA.


Oriana Energy, LLC Disturbance Analysis Report

Paget

Incident reference number

Date of incident

Time of Incident

Plant Involved in Incident

Pre-lncident Details

Post-Incident Details

System Frequency System Voltage Plant Load

System Frequency System Voltage Plant Load

Details of Incident:

Relays Operated:

Alarms Initiated:

Cause of Incident:

Consequences:


Oriana Energy, LLC Disturbance Analysis Report

Page 2


Report submitted by:

Report submitted date: ________________ Time

Additional information to be attacJied to report as necessary


Oriana Energy, LLC

Procedure VIII General Communications

Date

Rev

2014

1.0 OBJECTIVE

This procedure is intended lo be a working document to facilitate the communications between Puerto Rico Electric Power Authority (PREPA) and Oriana Energy, LLC (Oriana) pursuant the Power Purchase and Operating Agreement (PPOA). It indicates the method of day-to-day commimications and the coordination of meetings to be held between PREPA and Oriana.

2.0 METHOD OF DAY TO DAY COMMUNICATIONS

2.1 Written Communications Via email, fax, or mail - All written correspondence shall be send by email, fax or mail depending of the urgency of the communication.

2.2 Oral Communications Via phone or cell phone - Day to day communications will be mainly done by the use of phone or cell phone.

2.3 Meetings A meeting may be requested by any party, when considered necessary, to discuss any topic related among others, to Oriana operations, PREPA transmission system, and accounting issues. Meeting dates, times, and places will be arranged by both parties. The party requesting the meeting should provide in advance an agenda of the proposed topics, and perform as the Chairman, while die other party shall perform as the Secretary.

End of procedure


Documents

AMENDMENT NO. 3 TO THE POWER PURCHASE AND … · Amendment No. 3 Power Purchase and Operating Agreement- Oriana Energy, LLC Page 3 require any additional internal or external consent