UNITED STATES OF AMERICA BEFORE THE FEDERAL ENERGY ... · 2 Category 1 seller as defined in 18...

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UNITED STATES OF AMERICA BEFORE THE

FEDERAL ENERGY REGULATORY COMMISSION

) ) RE Rosamond One LLC ) Docket No. ER13- -000 RE Rosamond Two LLC ) Docket No. ER13- -000 ) (unconsolidated) )

APPLICATION FOR MARKET-BASED RATE AUTHORITY, AND REQUEST FOR WAIVERS AND AUTHORIZATIONS, AND REQUEST FOR FINDING OF

QUALIFICATION AS CATEGORY 1 SELLERS

Pursuant to Section 205 of the Federal Power Act (“FPA”),1 Part 35 of the Federal

Energy Regulatory Commission’s (“Commission”) regulations,2 and Rules 205 and 207 of the

Commission’s Rules of Practice and Procedure,3 and Order No. 697,4 each of RE Rosamond One

LLC (“Rosamond One”) and RE Rosamond Two LLC (“Rosamond Two”) (each an “Applicant”

and together “Applicants”) submit this application (“Application”) requesting that the

Commission (i) accept for filing its Market-Based Rate Schedules (“Tariff,” attached hereto as

Appendix A) to be effective October 5, 2013, one day after the date of filing; (ii) grant each

Applicant the authority to sell energy, capacity and ancillary services in wholesale transactions

within the Southwest region at negotiated, market-based rates;5 (iii) designate each Applicant a

1 16 U.S.C. § 824d (2006). 2 18 C.F.R. Part 35 (2012). 3 Id. §§ 385.205, 385.207. 4 Market-Based Rates for Wholesale Sales of Elec. Energy, Capacity and Ancillary Servs. by Pub. Utils., Order No. 697, FERC Stats. & Regs. ¶ 31,252 (2007) (“Order No. 697”), clarified, 121 FERC ¶ 61,260 (2007), order on reh’g, Order No. 697-A, FERC Stats. & Regs. ¶ 31,268 (“Order No. 697-A”), clarified, 124 FERC ¶ 61,055, order on reh’g and clarification, Order No. 697-B, FERC Stats. & Regs. ¶ 31,285 (2008), order on reh’g & clarification, Order No. 697-C, FERC Stats. & Regs. ¶ 31,291(2009) (“Order No. 697-C”), order on reh’g * clarification, Order No. 697-D, FERC Stats. & Regs. ¶ 31,305, order on clarification, 131 FERC ¶ 61,021 (2010), aff’d sub nom. Mont. Consumer Council v. FERC, 659 F.3d 910 (9th Cir. 2011), cert denied sub nom. Pub. Citizen, Inc. v. FERC, 133 S. Ct. 26 (2012). 5 The geographic region is defined in Appendix D to Order No. 697-A.

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Category 1 seller as defined in 18 C.F.R. § 35.36(a) for the Southwest region; and (iv) grant the

waivers of, and authorizations under, certain of the Commission’s regulations that are routinely

accorded to entities with market-based rate authority.

I. LIST OF DOCUMENTS SUBMITTED

In support of this Application, Rosamond One and Rosamond Two provide the

following:

1. Market-Based Rate Tariff in RTF format with metadata attached in compliance with Order No. 714;6

2. Appendix A: PDF of Market-Based Rate Tariff;

3. Appendix B: List of affiliated generation, transmission, and pipeline assets;

4. Appendix C: Pivotal Supplier and Market Share Analysis of Ms. Julie R.

Solomon.

II. COMMUNICATIONS

All correspondence and communications regarding this Application should be addressed

and directed to the following persons, who are also designated for service in this docket:

Judith A. Hall* Chief Legal Officer Recurrent Energy, LLC 300 California Street, 7th Floor San Francisco, CA 94104 Phone: (415) 675-1500 Fax: (415) 675-1501 [email protected]

Adam Wenner* Cory Lankford* Orrick, Herrington & Sutcliffe LLP Columbia Center 1152 15th Street, N.W. Washington, D.C. 20005 Phone: (202) 339-8515 Fax: (202) 339-8500 [email protected] [email protected]

Persons denoted with an asterisk (*) are those designated for service pursuant to Rule 2010 of the

Commission’s Rules of Practice and Procedure.7 Applicants request waiver of Rule 203(b)(3)8

6 Electronic Tariff Filings, Order No. 714, FERC Stats. & Regs. ¶ 31,276 (2008). 7 18 C.F.R. § 385.2010.

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so that a copy of any communications in the proceedings referenced above may be served on all

persons listed above.

III. DESCRIPTION OF APPLICANTS AND RELEVANT AFFILIATES

A. Applicants

Each of Rosamond One and Rosamond Two is a Delaware limited liability company that

is developing a twenty (20) megawatt (“MW”) alternating current (“AC”) solar generation

facility (each a “Facility”) located in Kern County, California. The Facilities are located on

adjacent sites within the California Independent System Operator Inc. (“CAISO”) balancing

authority area (“BAA”).9 Each Facility has been certified as an exempt wholesale generator

(“EWG”) under the Public Utility Holding Company Act.10 In addition, each Facility will be a

qualifying small power production facility under the Public Utility Regulatory Policies Act of

1978, as amended, and will be interconnected to the transmission system owned by Southern

California Edison Company (“SCE”) and operated by CAISO.11 Applicants anticipate that each

Facility will commence commercial operation by December 6, 2013. All of the output from the

Rosamond One Facility will be sold to the City of Santa Clara pursuant to a 25-year power

purchase agreement (“PPA”). All of the output from the Rosamond Two Facility will be sold to

SCE pursuant to a 20-year PPA. Pursuant to Section 292.601(c) of the Commission’s

8 Id. § 385.203(b)(3). 9 The Commission uses a seller’s BAA or the RTO/ISO market, as applicable, as the default relevant geographic market for the purposes of evaluating an application for market-based rate authority. See Order No. 697, FERC Stats. & Regs. ¶ 31,252 at P 231. 10 See RE Rosamond One LLC, Docket No. EG13-23-000, Notice of Self-Certification of EWG Status (filed Apr. 3, 2012); RE Rosamond Two LLC, Docket No. EG13-24-000, Notice of Self-Certification of EWG Status (filed Apr. 3, 2012); Ivanpah Master Holdings, LLC, et al., Docket Nos. EG13-20-000, et al. (Jul 26, 2013) (notice of effectiveness of EWG status). 11 See RE Rosamond One LLC, Docket No. QF12-223-000, Form 556 Notice of Self-Certification (filed Feb. 10, 2012); RE Rosamond Two LLC, Docket No. QF12-197-000, Form 556 Notice of Self-Certification (filed Feb. 1, 2012).

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regulations,12 since the facilities owned by Rosamond One and Rosamond Two are owned by

affiliates and located within one mile of each other, and their combined capacity will exceed 20

MW, and the Applicants’ power sales do not qualify for the exemptions set forth in section

292.601(c)(1) of the Commission’s regulations,13 the Applicants are not exempt from Sections

205 and 206 of the FPA, and therefore are required to submit this Application.

B. Applicants’ Upstream Ownership

Rosamond One is wholly owned by RE Rosamond One Holdings LLC. Rosamond Two

is wholly owned by RE Rosamond Two Holdings LLC. Each of RE Rosamond One Holdings

LLC and RE Rosamond Two Holdings LLC is wholly owned by Recurrent Energy Development

Holdings, LLC, whose membership interests are, in turn, wholly owned by Recurrent Energy,

LLC (“Recurrent”), all of which are Delaware limited liability companies. Recurrent’s principle

place of business is in San Francisco, California.

All of Recurrent’s regular interests are owned by Sharp US Holding, Inc., a Delaware

corporation.14 Sharp US Holding, Inc. is a wholly-owned subsidiary of Sharp Corporation

(“Sharp”), which is a Japanese multinational corporation that designs and manufactures

consumer electronics and electronic components, including solar cells. No individual

shareholder owns ten percent or more of the voting securities of Sharp. Neither Sharp nor Sharp

US Holding, Inc. is a public utility under Section 201(e) of the FPA, and neither entity controls

any generation or transmission facilities in the continental United States other than the

generation and related interconnection facilities indirectly owned and controlled by Recurrent.

12 18 C.F.R. § 292.601(c). 13 Id. § 292.601(c)(1). 14 See AES Creative, L.P., et al., 129 FERC ¶ 61,239, at P 23 (2009) (defining affiliation in terms of voting securities).

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C. Energy Affiliates

Applicants are affiliated with entities that own existing generation facilities in the United

States, all of which are identified in the attached Appendix B.15 In addition to the affiliates

described below, each of Rosamond One and Rosamond Two is affiliated with the owners of

several qualifying small power production facilities within the CAISO BAA, which are

described in the attached Appendix B.

1. McKenzie Entities

Each of RE McKenzie 1 LLC, RE McKenzie 2 LLC, RE McKenzie 3 LLC, RE

McKenzie 4 LLC, RE McKenzie 5 LLC and RE McKenzie 6 LLC (collectively, the “McKenzie

Entities”) is a Delaware limited liability company that owns and operates a solar generation

facility near Galt, CA, within the Sacramento Municipal Utility District (“SMUD”) BAA. Each

of the facilities owned and operated by the McKenzie Entities consists of an array of

photovoltaic modules with 5.0 MW of AC nameplate capacity interconnected with the SMUD

transmission system. Together the McKenzie Entities control a total of 30 MW of AC nameplate

capacity. All of the output of these facilities is sold to SMUD pursuant to long-term PPAs.

2. Bruceville Entities

Each of RE Bruceville 1 LLC, RE Bruceville 2 LLC and RE Bruceville 3 LLC

(“Bruceville Entities”) is a Delaware limited liability company that owns and operates a solar

generation facility near Elk Grove, CA, within the SMUD BAA. Each of these facilities contains

an array of photovoltaic modules with 5.0 MW of AC nameplate capacity interconnected to the

SMUD transmission system. Together the Bruceville Entities control a total of 15 MW of AC

15 Consistent with the conservative approach taken with respect to the competitive analysis in this application, including in Appendix C, Applicants assumed, in preparing Appendix B, that they and their affiliates control the facilities they own. This assumption is not, however, intended to limit the rights of either Applicant or any of their affiliates to demonstrate in other proceedings that the facilities listed on Appendix B are controlled by another entity pursuant to a contractual agreement or other relevant facts, as provided in Order No. 697.

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nameplate capacity. All of the output from the facilities owned by the Bruceville Entities is sold

to SMUD pursuant to long-term PPAs.

3. Dillard Entities

Each of RE Dillard 1 LLC, RE Dillard 2 LLC, RE Dillard 3 LLC and RE Dillard 4 LLC

(“Dillard Entities”) is a Delaware limited liability company that owns and operates a solar

generation facility near Sloughhouse, CA, within the SMUD BAA. Each of the RE Dillard 1

LLC, RE Dillard 2 LLC and RE Dillard 3 LLC facilities contains an array of photovoltaic

modules with 3 MW of AC nameplate capacity that is interconnected with the SMUD

transmission system. The RE Dillard 4 LLC facility contains an array of photovoltaic modules

with 0.4 MW of AC nameplate capacity interconnected to the SMUD transmission system.

Together the Dillard Entities control a total of 9.4 MW of AC nameplate capacity. All of the

output from the facilities owned by the Dillard Entities is sold to SMUD pursuant to long-term

PPAs.

4. Kammerer Entities

Each of RE Kammerer 1 LLC, RE Kammerer 2 LLC and RE Kammerer 3 LLC

(“Kammerer Entities”) is a Delaware limited liability corporation that owns and operates a solar

generation facility near Elk Grove, CA, within the SMUD BAA. Each of these facilities contains

an array of photovoltaic modules with 5 MW of AC nameplate capacity that is interconnected

with the SMUD transmission system. Together the Kammerer Entities control a total of 15 MW

of AC nameplate capacity. All of the output from the facilities owned by the Kammerer Entities

is sold to SMUD pursuant to long-term PPAs.

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5. Affiliates that Own or Control Inputs to Electric Power Production

Recurrent controls sites in the CAISO market that have the cumulative potential for

approximately 850 MW of commercially feasible new generation capacity.

IV. APPLICANTS SATISFY THE COMMISSION’S STANDARDS FOR MARKET-BASED RATE AUTHORIZATION

The Commission will grant authority to sell electric energy (including capacity and

ancillary services) at market-based rates if the seller, and each of its affiliates (1) does not have,

or has adequately mitigated, horizontal market power;16 and (2) does not have (or has adequately

mitigated) vertical market power.17 As demonstrated below, Applicants satisfy these

requirements and should be permitted to make wholesale sales of electric energy and electric

capacity at negotiated, market-based rates under the attached Tariff.

A. Applicants Lack Horizontal Market Power

The Commission uses two indicative screens for assessing generation market power: the

Pivotal Supplier Analysis (“PSA”) and the Wholesale Market Share Analysis (“MSA”).18 Under

each screen, the Commission examines all of the generation owned or controlled by an applicant

and its affiliates in the pertinent market.

The PSA is intended to determine if the BAA’s annual peak demand can be served

without an applicant’s generation.19 Once the wholesale market is determined, the test is

straightforward; regardless of the generation owned or controlled by an applicant, the only issue

is whether there is sufficient rival generation to serve wholesale load; that is, annual peak load

minus a native load proxy. The PSA is based on the peak hour of the year and essentially

16 See Order No. 697, FERC Stats. & Regs. ¶ 31,252 at P 791. 17 Id. 18 Id. P 62. 19 Id. P 35.

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determines which suppliers are available to service demand in the relevant BAA market. In

implementing the PSA, an applicant determines the net uncommitted supply available to

compete at wholesale for the peak hour of the year for the relevant BAA market, which is equal

to the total uncommitted capacity less the wholesale load for such peak hours. If the applicant's

uncommitted capacity is less than the net uncommitted supply, then the applicant passes the PSA

screen.

The MSA screen measures uncommitted capacity in each of the four seasons to

determine whether a seller has a dominant position in the market based on the number of MW of

uncommitted capacity it owns or controls relative to the uncommitted capacity of the entire

relevant market.20 An applicant satisfies the MSA screen if it has less than twenty (20) percent

of the market share in the relevant market for all seasons.

As noted above, Applicants are located in the CAISO BAA. Accordingly, Applicants use

the CAISO BAA as the relevant geographic market for purposes of their request for market-

based rate authorization.21

Because Applicants have long-term PPAs with the City of Santa Clara and SCE,

respectively, under which the City of Santa Clara and SCE will purchase all of the Facilities’

output, Applicants do not control any uncommitted capacity in the CAISO BAA. Thus, under

both the PSA and MSA screens, Applicants’ combined share of uncommitted capacity in the

relevant market is zero.

Even under a conservative approach that ignores the control transferred to the purchasers

under the PPAs, Applicants easily pass both the PSA and MSA screens in the relevant market, as

demonstrated in Appendix C. Applicants own and control, or are affiliated with, a total of 79 20 Id. P 34. 21 See id. P 231.

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MW of installed capacity in the CAISO market. Applicants also are affiliated with 84 MW of

imported power located within the SMUD BAA. As reflected in Appendix C, the total

uncommitted capacity in the CAISO market is 26,196 MW, and the wholesale load is 9,872

MW. Therefore, the net uncommitted supply in the CAISO market (the total uncommitted

supply minus the wholesale load) is 16,324 MW. Applicants pass the PSA screen because their

affiliated capacity (163 MW) is less than the net uncommitted supply in the CAISO market

(16,324 MW). Applicants similarly pass the MSA screen because, as demonstrated in Appendix

C, their affiliated capacity represents no more than 0.7% of the seasonal uncommitted capacity in

the CAISO market.

Even under the conservative analysis described above and in Appendix C, Applicants

easily pass both the PSA and MSA screens in the relevant market.22 Consequently, Applicants

satisfy the Commission’s criteria for demonstrating that they lack horizontal market power.

B. Applicants Lack Vertical Market Power

In determining whether an applicant possesses vertical market power, the Commission

will consider whether the applicant has, or has adequately mitigated, transmission market power

and whether the applicant can erect barriers to entry in the relevant market. Applicants satisfy

both of the factors considered by the Commission in determining whether an applicant possesses

vertical market power.

1. Applicants Lack Transmission Market Power

Applicants do not own, operate or control, and are not affiliated with any entity that

owns, operates or controls, transmission facilities (other than the limited interconnection

22 Appendix C includes the calculations under the market power screens as prepared by Ms. Julie R. Solomon of Navigant Consulting. Ms. Solomon’s analysis adopts a conservative approach that ignores the fact that generating capacity from each Facility will be sold pursuant to a long-term PPA. If, however, such sales are taken into account, Applicant’s market share is zero.

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facilities necessary to connect the facilities to the transmission grid) in the CAISO BAA.

Accordingly, Applicants do not possess market power relating to the transmission of electric

power.

2. Applicants Cannot Erect Other Barriers to Entry

The Commission has adopted a rebuttable presumption that the ownership or control of,

or affiliation with an entity that owns or controls, intrastate natural gas transportation, intrastate

natural gas storage or distribution facilities; sites for generation capacity development; and

sources or coal supplies and the transportation of coal supplies such as barges and rail cars do not

allow a seller to raise entry barriers.23 However, the Commission requires sellers with market-

based rate authority to describe any such ownership, control or affiliation, and to make an

affirmative statement that they have not erected barriers to entry into the relevant market and will

not erect barriers to entry into the relevant market.24 Sellers need not describe, or make an

affirmative statement with regard to, natural gas and oil supply, including interstate natural gas

transportation and oil transportation.25

As noted above, Applicants are affiliated with entities that own and operate existing

electric generation resources within the CAISO BAA. Additionally, as noted above, Applicants

are affiliated with entities that own or control other potential inputs to electricity, including sites

for the potential development of electricity generation. Generation sites acquired by Applicants’

affiliates are reported to the Commission in accordance with the Order No. 697-C reporting

23 See Order No. 697, FERC Stats. & Regs. ¶ 31,252 at P 446. 24 Id. PP 447-48. 25 Id. PP 442-43.

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requirements.26 Under the Commission’s rebuttable presumption, these affiliations do not allow

either Applicant to raise barriers to entry.

Applicants affirmatively state that neither they, nor any of their affiliates, have erected

barriers to entry within the CAISO market and that neither they, nor any of their affiliates, will

erect barriers to entry within the CAISO market.27 Consequently, Applicants satisfy the

Commission’s criteria for demonstrating that they lack vertical market power.

C. Applicants Do Not Engage in Affiliate Abuse

Order No. 697 requires that any seller with market-based rate authority must comply with

the affiliate power sales restrictions and other affiliate restrictions. Each Applicant has included

in its proposed Tariff a provision requiring compliance with the affiliate restrictions set forth in

Section 35.39 of the Commission’s regulations. However, neither Applicant, nor any of its

affiliates, is a franchised public utility with captive customers. Therefore, the restrictions do not

apply to Applicants.28

V. ANCILLARY SERVICES

Applicants also seek authorization to sell certain ancillary services in the market

administered by CAISO. The Commission requires a separate study of the ancillary services

markets to support a request to sell ancillary services at market-based rates. With respect to sales

of ancillary services in the market operated by CAISO, Applicants rely, in the same manner as

other sellers, on the studies accepted by the Commission in previous orders.29 In addition,

Applicants seek authorization to sell ancillary services at market-based rates under requirements

26 See Order No. 697-C, FERC Stats. & Regs. ¶ 31,291 at P 18. 27 See 18 C.F.R. § 35.37(e)(4). 28 See Order No. 697, FERC Stats. & Regs. ¶ 31,252 at P 552. 29 See, e.g., AES Redondo Beach, L.L.C., 83 FERC ¶ 61,358 (1998), order on reh’g, 87 FERC ¶ 61,208 (1999), order on reh’g & clarification, 90 FERC ¶ 61,036 (2000).

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set forth in Avista Corporation,30 as modified by Order No. 697,31 in markets for which the

Commission has not accepted a market power study and has not generally authorized the sale of

ancillary services at market-based rates. Applicants have included in their Tariffs the standard

tariff provisions adopted in Order No. 697 for the proposed sales of ancillary services.

VI. APPLICANTS QUALIFY AS CATEGORY 1 SELLERS

In Order No. 697, the Commission created a category of sellers, Category 1, that is

exempt from the requirement to automatically submit updated market power analyses32 and

stated that it would “make a finding regarding the category into which the seller falls” in

response to new applications for market-based rate authority.33

Applicants satisfy all of the necessary criteria to be designated Category 1 sellers in the

Southwest region. Applicants (i) do not own, operate or control, and are not affiliated with

entities that own, operate or control, 500 MW or more of generation in aggregate in the

Southwest region; (ii) do not own, operate, or control, and are not affiliated with entities that

own, operate or control, transmission facilities other than limited equipment necessary to connect

individual generating facilities to the transmission grid; (iii) are not affiliated with a franchised

public utility; and (v) do not raise any other vertical market power issues; and (vi) are not able to

erect barriers to entry in the region.

As previously indicated, Applicants are affiliated with entities that generate electricity

and own or control potential sites for generation capacity development. However, as mentioned

above, the Commission adopted a rebuttable presumption that such ownership or control does

not allow a seller to erect barriers to entry. Applicants affirmatively state that neither they, nor 30 87 FERC ¶ 61,223, order on reh’g, 89 FERC ¶ 61,136 (1999). 31 See Order No. 697, FERC Stats. & Regs. ¶ 31,252 at PP 1058-61. 32 Id. P 848. 33 Id. P 851.

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any of their affiliates, have erected barriers to entry into the relevant market and that neither they

nor any of their affiliates will erect barriers to entry into the relevant markets. Therefore,

Applicants qualify as a Category 1 sellers in the Southwest region.

VII. REPORTING REQUIREMENTS

Applicants will comply with the reporting requirements normally imposed on entities that

are authorized to sell electric energy and capacity at market-based rates. Applicants will submit

electric quarterly reports34 and comply with other reporting requirements in accordance with

Order No. 697. Additionally, pursuant to Order No. 65235 and Order No. 697, Applicants will

provide timely reports to the Commission of any change in status that would reflect a departure

from the facts relied upon by the Commission in its market analysis, including affiliation with

any entity that owns or controls generation or transmission facilities or inputs to electric power

or an electric utility with a franchised service area.36 Applicants also agree to notify the

Commission of any changes in ownership or control of generation or transmission facilities or

inputs to electric power production.37

VIII. REQUEST FOR WAIVERS

In addition to their request for market-based rate authority, Applicants request the

following authorizations and waivers of various Commission regulations, consistent with those

granted to other sellers of power at market-based rates:38

34 See Revised Pub. Util. Filing Requirements, Order No. 2001, FERC Stats. & Regs. ¶ 31,127, reh’g denied, Order No. 2001-A, 100 FERC ¶ 61,074, reh’g denied, Order No. 2001-B, 100 FERC ¶ 61,342, order directing filing, Order No. 2001-C, 101 FERC ¶ 61,314 (2002), order directing filing, Order No. 2001-D, 102 FERC ¶ 61,334 (2003). 35 Reporting Requirements for Changes in Status for Pub. Utils. with Market-Based Rate Auth., Order No. 652, FERC Stats & Regs. ¶ 31,175, order on reh’g, 111 FERC ¶ 61,413 (2005). 36 18 C.F.R. § 35.42. 37 Id. 38 See GS Elec. Generating Coop., Inc., 81 FERC ¶ 61,042, at 61,230 (1997).

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(1) Waiver of the accounting, reporting and other requirements of Parts 41,

101, and 141 of the Commission’s regulations, except sections 141.14 and 141.15;

(2) Waiver of the filing requirements of Subparts B and C of Part 35 of the

Commission’s regulations, except the transmittal requirements of 18 C.F.R. § 35.12(a) and §

35.13(b), and the notification of the cancellation and succession of service requirements of 18

C.F.R. § 35.15 and § 35.16, respectively.

(3) Blanket authorization for all future issuances of securities or assumptions

of liabilities pursuant to Section 204 of the FPA39 and Part 34 of the Commission’s regulations.

(4) Other appropriate waivers and authorizations granted to other power

marketers that may be necessary for each Applicant’s rate schedule to be made effective as

requested by this application.

IX. EFFECTIVE DATE

Pursuant to section 35.11 of the Commission’s regulations,40 Applicants respectfully

request waiver of the prior notice requirements set forth in section 35.3 of the Commission’s

regulations41 so that each Tariff may become effective October 5, 2013, which is one (1) day

after filing. Good cause exists to grant such waiver because the market-based rate authorizations

requested herein are necessary to secure financing for the respective projects.

39 16 U.S.C. § 824c (2006). 40 18 C.F.R. § 35.11. 41 Id. § 35.3.

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X. CONCLUSION

Wherefore, for the foregoing reasons, Applicants respectfully request that the

Commission accept their tariffs for filing, to become effective October 5, 2013, and grant them

authority to sell energy, capacity and ancillary services in wholesale transactions at negotiated,

market-based rates. Applicants further request that the Commission grant them the waivers and

authorizations described herein and find that each Applicant qualifies as a Category 1 Seller in

the Southwest region.

Respectfully submitted,

/s/ Adam Wenner _ Adam Wenner Cory Lankford Orrick, Herrington & Sutcliffe LLP Columbia Center 1152 15th Street, N.W. Washington, D.C. 20005-1706 Attorneys for RE Rosamond One LLC and RE Rosamond Two LLC Date: October 4, 2013

APPENDIX A

Market-Based Rate Tariff

1. Availability: Seller makes electric energy, capacity and ancillary available under this Tariff to any purchaser in the Southwest region, except as prohibited below 2. Applicability: This Tariff is applicable to all wholesale power sales in the Southwest region, including energy and capacity sales not otherwise subject to a particular rate schedule of Seller, and applicable ancillary services. 3. Rates: All sales shall be made at rates established by agreement between the purchaser and Seller. 4. Other Terms and Conditions: All other terms and conditions shall be established by agreement between the purchaser and Seller. 5. Seller Category: Seller is a Category 1 seller, as defined in 18 C.F.R. § 35.36(a), in the Southwest region. 6. Ancillary Services: Seller may make available to any purchaser the following ancillary services:

California: Seller offers regulation service, spinning reserve service, and non-spinning reserve service to the California Independent System Operator Corporation ("CAISO") and to others that are self-supplying ancillary services to the CAISO. Third-party ancillary services: Seller offers Regulation Service, Energy Imbalance Service, Spinning Reserves, and Supplemental Reserves. Sales will not include the following: (1) sales to an RTO or an ISO, i.e., where that entity has no ability to self-supply ancillary services but instead depends on third parties; (2) sales to a traditional, franchised public utility affiliated with the third-party supplier, or sales where the underlying transmission service is on the system of the public utility affiliated with the third-party supplier; and (3) sales to a public utility that is purchasing ancillary services to satisfy its own open access transmission tariff requirements to offer ancillary services to its own customers.

7. Compliance with Commission Regulations: Seller shall comply with the provisions of 18 C.F.R. Part 35, Subpart H, as applicable, and with any conditions the Commission imposes in its orders concerning Seller’s market-based rate authority, including orders in which the Commission authorizes Seller to engage in affiliate sales under this Tariff or otherwise restricts or limits Seller’s market-based rate authority. Failure to comply with the applicable provisions of 18 C.F.R. Part 35, Subpart H, and with any orders of the Commission concerning Seller’s market-based rate authority, will constitute a violation of this Tariff. 7. Limitations and Exemptions Regarding Market-Based Rate Authority: Seller has received waiver of: Subparts B and C of Part 35, except for sections 35.12(a), 35.13(b), 35.15 and 35.16; Part 41, Part 101, and Part 141, except sections 141.14 and 141.15; and received blanket approval under Part 34. RE Rosamond One LLC, Docket No. ER13- -000 (2013).

APPENDIX B

Market-Based Rate Authority and Generation Assets and

Electric Transmission Assets and/or Natural Gas Intrastate Pipelines and/or Gas Storage Facilities

Recurrent Energy, LLC

Market-Based Rate Authority and Generation Assets

Filing Entity and its Energy

Affiliates

Docket # where MBR

authority granted

Generation Name Owned By Controlled By Date Control

Transferred

Location

In-service Date

Nameplate and/or

Seasonal Rating

Balancing Authority

Area

Geographic Region (per Appendix D)

RE Rosamond One LLC

ER13-____ (pending)

RE Rosamond One LLC

RE Rosamond One Holdings LLC

RE Rosamond One Holdings LLC

N/A CAISO Southwest Target COD 12/6/13

20 MW (nameplate)

RE Rosamond Two LLC

ER13-____ (pending)

RE Rosamond Two LLC

RE Rosamond Two Holdings LLC

RE Rosamond Two Holdings LLC


20 MW (nameplate)

RE McKenzie 1 LLC

ER12-1911-000

RE McKenzie 1 LLC

RE McKenzie Holdings LLC


N/A SMUD Southwest 12/31/12 5.0 MW (nameplate)

RE McKenzie 2 LLC

ER12-1912-000

RE McKenzie 2 LLC




RE McKenzie 3 LLC

ER12-1913-000

RE McKenzie 3 LLC




RE McKenzie 4 LLC

ER12-1915-000

RE McKenzie 4 LLC




RE McKenzie 5 LLC

ER12-1916-000

RE McKenzie 5 LLC




RE McKenzie 6 LLC

ER12-1917-000

RE McKenzie 6 LLC





Affiliates

Docket # where MBR

authority granted


Transferred

Location

In-service Date

Nameplate and/or

Seasonal Rating

Balancing Authority

Area


RE Bruceville 1 LLC

N/A RE Bruceville 1 LLC

RE Bruceville Holdings LLC



RE Bruceville 2 LLC





RE Bruceville 3 LLC





RE Dillard 1 LLC

N/A RE Dillard 1 LLC

RE Dillard HoldingsLLC

RE Dillard HoldingsLLC


RE Dillard 2 LLC


RE Dillard Holdings LLC



RE Dillard 3 LLC





RE Dillard 4 LLC





RE Kammerer 1 LLC

N/A RE Kammerer 1 LLC

RE Kammerer Holdings LLC



RE Kammerer 2 LLC





RE Kammerer 3 LLC





RE Cranbury Solar 1, LLC

N/A RE Cranbury Solar 1, LLC

RE Cranbury Holdings LLC

RE Cranbury Holdings LLC

N/A PJM Northeast 1/31/2012 5.0 MW (nameplate)


Affiliates

Docket # where MBR

authority granted


Transferred

Location

In-service Date

Nameplate and/or

Seasonal Rating

Balancing Authority

Area


RE-PRI, LLC N/A RE-PRI, LLC RE Blocker LLC

RE Blocker LLC

N/A CAISO Southwest 3/31/09 0.2 MW (nameplate)

RE-VFO, LLC N/A RE-VFO, LLC RE Blocker LLC

RE Blocker LLC


RE-SDS, LLC N/A RE-SD, LLC RE Blocker LLC

RE Blocker LLC


RE Mohican, LLC

N/A RE Mohican, LLC

RE Holdco CK 1 LLC

RE Holdco CK 1 LLC

N/A CAISO Southwest 9/1/10 1 MW (nameplate)

RE Santa Clara LLC

N/A RE Santa Clara LLC

REK Holdings LLC

REK Holdings LLC


RE Lancaster LLC

N/A RE Lancaster LLC

RE Holdco CK 1

RE Holdco CK 1


RE La Mesa LLC

N/A RE La Mesa LLC

REK Holdings LLC

REK Holdings LLC


RE Vallejo LLC

N/A RE Vallejo LLC

RE Holdco CK 1

RE Holdco CK 1


RE Vallejo 2 LLC

N/A RE Vallejo 2 LLC

REK Holdings LLC

REK Holdings LLC


RE Victor Phelan Solar One LLC

N/A RE Victor Phelan Solar One LLC

Recurrent Energy Development Holdings, LLC

Recurrent Energy Development Holdings, LLC


17.5 MW (nameplate)


Affiliates

Docket # where MBR

authority granted


Transferred

Location

In-service Date

Nameplate and/or

Seasonal Rating

Balancing Authority

Area


RE Rio Grande, LLC

N/A RE Rio Grande, LLC

RE Rio Grande Holdings LLC

RE Rio Grande Holdings LLC


5 MW (nameplate)

RE Columbia 3 LLC

N/A RE Columbia 3 LLC

RE Columbia 3 Holdings LLC

RE Columbia 3 Holdings LLC


10 MW (nameplate)

RE Gillespie 1 LLC

N/A RE Gillespie 1 LLC

RE Gillespie Holdings LLC

RE Gillespie Holdings LLC

N/A APS Southwest Target COD 12/31/13

15 MW (nameplate)

Electric Transmission Assets and/or Natural Gas Intrastate Pipelines and/or Gas Storage Facilities


Affiliates

Asset Name and Use Owned By Controlled By Date Control

Transferred

Location

Size Balancing Authority Area


N/A N/A N/A N/A N/A N/A N/A N/A

APPENDIX C

Pivotal Supplier and Market Share Analysis Prepared by

Ms. Julie R. Solomon of Navigant Consulting

OHSUSA:753288959.11

Date post:	22-Mar-2020
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UNITED STATES OF AMERICA BEFORE THE FEDERAL ENERGY ... · 2 Category 1 seller as defined in 18...

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