Golden Fields Solar I JUL 26 2016 MBR App.Pdf

20160726-5148 FERC PDF (Unofficial) 7/26/2016 4:06:39 PM

UNITED STATES OF AMERICA BEFORE THE FEDERAL ENERGY REGULATORY COMMISSION

Golden Fields Solar I, LLC ) Docket No. ER16-_____-000

APPLICATION FOR MARKET-BASED RATE AUTHORIZATION, REQUEST FOR DETERMINATION OF CATEGORY 1 SELLER STATUS, REQUEST FOR WAIVERS AND BLANKET AUTHORIZATIONS, AND REQUEST FOR WAIVER OF PRIOR NOTICE REQUIREMENT

Pursuant to Section 205 of the Federal Power Act (“FPA”),1 Section 35.12 of the

regulations of the Federal Energy Regulatory Commission (“FERC” or the “Commission”),2

Rules 204 and 205 of the Commission’s Rules of Practice and Procedure,3 and FERC Order Nos.

697, et al.4 and Order Nos. 816, et al.,5 Golden Fields Solar I, LLC (“Applicant”) hereby

requests that the Commission: (1) accept Applicant’s proposed baseline market-based rate tariff

(“MBR Tariff”) for filing; (2) authorize Applicant to sell electric energy, capacity, and certain

ancillary services at market-based rates; (3) designate Applicant as a Category 1 Seller in all

regions; and (4) grant Applicant such waivers and blanket authorizations as the Commission has

granted to other sellers with market-based rate authorization. Applicant requests that the

Commission waive its 60-day prior notice requirement6 to allow Applicant’s MBR Tariff to

1 16 U.S.C. § 824d (2012). 2 18 C.F.R. § 35.12 (2016). 3 Id. §§ 385.204 and 385.205. 4 Mkt.-Based Rates for Wholesale Sales of Elec. Energy, Capacity & Ancillary Servs. by Pub. Utils., Order No. 697, FERC Stats. & Regs. ¶ 31,252, clarified, 121 FERC ¶ 61,260 (2007), order on reh’g, Order No. 697- A, FERC Stats. & Regs. ¶ 31,268, clarified, 124 FERC ¶ 61,055, order on reh’g, Order No. 697-B, FERC Stats. & Regs. ¶ 31,285 (2008), order on reh’g, Order No. 697-C, FERC Stats. & Regs. ¶ 31,291 (2009), order on reh’g, Order No. 697-D, FERC Stats. & Regs. ¶ 31,305 (2010), aff’d sub nom. Mont. Consumer Counsel v. FERC, 659 F.3d 910 (9th Cir. 2011), cert. denied sub nom. Pub. Citizen, Inc. v. FERC, 133 S. Ct. 26 (2012). 5 Refinements to Policies & Procedures for Mkt.-Based Rates for Wholesale Sales of Elec. Energy, Capacity & Ancillary Servs. by Pub. Utils., Order No. 816, FERC Stats. & Regs. ¶ 31,374 (2015), order on reh’g and clarification, Order No. 816-A, FERC Stats. & Regs. ¶ 31,282 (2016). 6 18 C.F.R. § 35.3(a)(1). 20160726-5148 FERC PDF (Unofficial) 7/26/2016 4:06:39 PM

become effective as of August 1, 2016. In support of this Application, Applicant states as

follows:

I. CORRESPONDENCE AND COMMUNICATIONS

Applicant requests that the Commission direct all correspondence and communications

related to this Application to the following persons and add each person to its official service list

for this proceeding:7

Jack Semrani George D. (Chip) Cannon, Jr. Senior Counsel/Regulatory & Transactions Scott D. Johnson SunPower Corporation Akin Gump Strauss Hauer & Feld LLP 2900 Esperanza Crossing 1333 New Hampshire Avenue, N.W. Austin, TX 78758 Washington, D.C. 20036 Tel: (512) 953-4471 Tel: (202) 887-4000 jack.semrani@sunpower.com Fax: (202) 887-4288 [email protected] [email protected]

II. DOCUMENTS SUBMITTED WITH THIS APPLICATION

Applicant submits the following documents with this Application:

• Applicant’s proposed MBR Tariff in RTF format with metadata attached and a PDF copy of the same for publication in eLibrary (Attachment A);

• Applicant’s asset appendix in Order No. 816-A format (Attachment B); and

• An organizational chart illustrating the upstream ownership of Applicant (Attachment C).

III. DESCRIPTION OF APPLICANT AND ITS AFFILIATES

The following is a description of Applicant and its electric generation facility and

upstream owners and affiliates.8

7 Applicant requests that the Commission waive Rule 203(b)(3) of its Rules of Practice and Procedure, 18 C.F.R. § 385.203(b)(3), to the extent necessary to allow each person listed to be included on the official service list for this proceeding. 8 The term “affiliate” as used in this Application includes certain entities that Applicant is conservatively assuming are affiliates of Applicant for purposes of this Application. These entities, which own and operate

- 2 -

20160726-5148 FERC PDF (Unofficial) 7/26/2016 4:06:39 PM

Applicant is a Delaware limited liability company formed for the purpose of developing,

constructing, owning, and operating the Golden Fields Solar I Project (a/k/a Rosamond Solar

Project Phase II) (the “Project”), an approximately 54 MW (nameplate) photovoltaic electric

power generating facility to be located in Kern County, California, and to engage in all other

lawful businesses activities consistent with exempt wholesale generator (“EWG”) status.

Applicant’s principal place of business is 77 Rio Robles, San Jose, California, 95134. Applicant

is not currently engaged in any business activities other than those associated with the

development, construction, ownership, and future operation of the Project. Applicant has self-

certified its status as an EWG.9

The Project is currently expected to begin generating test power in September 2016 and

to commence commercial operation in November 2016. The Project will include interconnecting

transmission facilities necessary to connect the generating facility to the Southern California

Edison Company (“SCE”) transmission system operated by the CAISO and to permit Applicant

generating facilities in the California Independent System Operator Corporation (“CAISO”) balancing authority area (“BAA”) market, are Blackwell Solar, LLC (“Blackwell”) and Lost Hills Solar, LLC (“Lost Hills”). Blackwell and Lost Hills arguably are not affiliates of Applicant under 18 C.F.R. § 35.36(a)(9) because their only relationship to Applicant is through indirect, passive, non-controlling interests in Blackwell and Lost Hills owned by SunPower Corporation (“SunPower”) through 8point3 Energy Partners LP (“8point3 Partners”), an entity formed to hold indirect interests in certain electric generating facilities developed by subsidiaries of SunPower and First Solar, Inc. See 8point3 Energy Partners LP, 151 FERC ¶ 62,162 (2015) (“Yieldco Formation Order”). 8point3 Partners, as the result of a transaction approved by the Commission in the Yieldco Formation Order, indirectly owns non- controlling, passive membership interests in Blackwell and Lost Hills. Applicant considers 8point3 Partners’ indirect interests in Blackwell and Lost Hills to be passive because those interests are consistent with the interests the Commission determined to be passive in AES Creative Res., L.P., 129 FERC ¶ 61,239 (2009). Accordingly, Blackwell and Lost Hills should not be affiliates of Applicant under 18 C.F.R. § 35.36(a)(9) and should not be subject to consideration in the Commission’s market power analysis in connection with this Application. See Order No. 816 at P 284 (clarifying that “sellers should not include in their asset appendices entities and facilities for which they have claimed, and demonstrated to the Commission, that the only relationship is through passive, non- controlling interests consistent with AES Creative (i.e., where the seller has a strictly passive ownership interest in another entity, or another entity has a strictly passive ownership interest in the seller”)). However, because Blackwell and Lost Hills have not yet, to Applicant’s knowledge, demonstrated to the Commission on their own behalf that 8point3 Partners’ indirect interests in them are, in fact, consistent with the interests the Commission determined to be passive in AES Creative, Applicant is conservatively treating Blackwell and Lost Hills as affiliates for purposes of this Application out of an abundance of caution. 9 See Golden Fields Solar I, LLC, Docket No. EG16-62-000 (June 8, 2016) (notice of effectiveness of EWG status).

- 3 -

20160726-5148 FERC PDF (Unofficial) 7/26/2016 4:06:39 PM

to make wholesale sales of electricity from the Project. Applicant will sell all of the net output

of the Project at wholesale to the Turlock Irrigation District (“TID”) under a 20-year power

purchase agreement (“PPA”) that expires in 2036.

Applicant is an indirect, wholly-owned subsidiary of SunPower, a Delaware corporation

whose shares are publicly traded on the NASDAQ. SunPower is a vertically-integrated solar

products and services company that designs, manufactures, and delivers high-efficiency and

high-reliability solar photovoltaic panels and electricity generating systems to residential,

business, government, and utility customers. SunPower is headquartered in San Jose, California,

and has offices in North America, Europe, Australia, Africa, and Asia. As of the date of this

Application, Total Energies Nouvelles Activités USA, SAS (f/k/a Total Gas & Power USA,

SAS), which is a wholly-owned subsidiary of Total S.A. (“Total”),10 owns approximately 60% of

the issued and outstanding shares of SunPower’s common stock. No other person directly or

indirectly owns, controls, or holds, with power to vote, 10% or more of SunPower’s outstanding

voting securities. An organizational chart illustrating Applicant’s upstream ownership is

provided in Attachment C.

Pursuant to a Shared Facilities Agreement on file with the Commission,11 Applicant will

share with four affiliates, Solar Star California XLI, LLC (“SSC XLI”), Golden Fields Solar II,

LLC, Golden Fields Solar III, LLC, and Golden Fields Solar IV, LLC (the “Co-Tenants”),12

10 Total is a global, integrated energy producer and provider, a leading international oil and gas company, and, through its interest in SunPower, the world’s second-ranked solar energy operator. Total has approximately 100,000 employees and operates in more than 130 countries. 11 See Golden Fields Solar I, et al., LLC, Docket Nos. ER16-1400-000, et al. (June 2, 2016) (letter order accepting Rosamond Shared Facilities Agreement No. 1 for filing); Golden Fields Solar I, LLC, Rosamond Shared Facilities Agreement No. 1, Docket No. ER16-1400-000 (filed Apr. 13, 2016). 12 SSC XLI is an EWG that will own and operate a 54 MW photovoltaic generating facility (the “Stanford Solar Generating Station” (a/k/a Rosamond Solar Project Phase I)) in Kern County, California. See Solar Star California XLI, LLC, Docket No. EG16-54-000 (May 9, 2016) (notice of effectiveness of EWG status); Solar Star California XLI, LLC, Notice of Self-Certification of Exempt Wholesale Generator Status, Docket No. EG16-54-000

- 4 -

20160726-5148 FERC PDF (Unofficial) 7/26/2016 4:06:39 PM

certain common premises and facilities, including approximately three miles of above-ground,

220-kV transmission line necessary to interconnect Applicant’s and Co-Tenants’ respective

generating facilities to the SCE transmission system, access roads, and lay-down and staging

areas to be used in the construction and operation of Applicant’s and Co-Tenants’ respective

generating facilities. Applicant and Co-Tenants will own undivided tenancy in common interests

in the shared facilities and will be entitled to use their pro rata shares of the shared facilities to

deliver electric energy from their respective generating facilities to the SCE transmission system.

Other than as described herein and set forth in Applicant’s asset appendix, no affiliate of

Applicant holds any interests in any entity that: (1) generates electric energy, (2) transmits

electric energy, (3) provides inputs to electric power production, as defined in Section

35.36(a)(4) of the Commission’s regulations,13 or (4) owns or controls a franchised public utility.

IV. APPLICANT SATISFIES THE COMMISSION’S STANDARDS FOR MARKET- BASED RATE AUTHORIZATION

Applicant requests authorization to sell electric energy, capacity, and certain ancillary

services at market-based rates under the proposed MBR Tariff. Pursuant to Order No. 697, the

Commission evaluates applications for market based-rate authorization using a two-pronged

analysis of horizontal and vertical market power.14 The Commission will grant market-based

rate authorization if the applicant and its affiliates do not have or have adequately mitigated

(filed Feb. 9, 2016). SSC XLI’s application for market-based rate authorization is pending before the Commission. Solar Star California XLI, LLC, Application for Market-Based Rate Authorization, Request for Determination of Category 1 Seller Status, Request for Waivers and Blanket Authorizations, and Request for Waiver of Prior Notice Requirement, Docket No. ER16-2277-000 (filed July 25, 2016). The remaining Co-Tenants are developing and will construct, own, and operate three photovoltaic electric power generating facilities, comprising approximately 192 MW (net) in the aggregate, and related interconnection facilities to be located in Kern County, California. They have not yet self-certified their status as EWGs, but plan to do so later in their development process. They also do not yet have market-based rate authorization from the Commission, but plan to apply to the Commission for authorization to sell electric energy, capacity, and ancillary services at market-based rates pursuant to Section 205 of the FPA prior to any sale of power from their respective generating facilities. 13 18 C.F.R. § 35.36(a)(4). 14 E.g., Order No. 697 at PP 13-22.

- 5 -

20160726-5148 FERC PDF (Unofficial) 7/26/2016 4:06:39 PM

horizontal (generation) market power and vertical market power, including transmission market

power and barriers to entry in any market.15 Applicant and its affiliates will not have horizontal

or vertical market power and have not erected and will not erect barriers to entry. Accordingly,

Applicant satisfies the Commission’s standards for market-based rate authorization.

A. Applicant and Its Affiliates Will Not Have Horizontal Market Power

Applicant has a long-term PPA with TID under which Applicant will sell all of the net

output from the Project to TID at wholesale. All of Applicant’s affiliates in the CAISO BAA

market that are subject to consideration in the Commission’s market power analysis for this

Application16 have long-term PPAs that cover the entire net output of their generating facilities.

Accordingly, neither Applicant nor its affiliates control any uncommitted wholesale capacity in

the CAISO BAA market. Affiliates of Applicant are developing generating facilities in the

Nevada Power Company (“NEVP”) BAA market, which is a first-tier market to the CAISO

BAA market. However, as of the date of this filing, none of those affiliates has any operational

generating capacity or, other than Boulder Solar Power, LLC (“Boulder Solar”), has applied for

market-based rate authorization. Boulder Solar has a long-term PPA that covers the entire net

output of its generating facility. Accordingly, neither Applicant nor its affiliates control any

uncommitted wholesale capacity in the NEVP BAA market.

Typically, the Commission requires that an applicant for market-based rate authorization

demonstrate its and its affiliates’ lack of horizontal market power in the relevant market(s) by

showing that it and its affiliates pass two indicative screens: (1) the Pivotal Supplier Analysis

15 E.g., id. at P 791. 16 See, e.g., Order No. 816 at P 255 (clarifying that QFs that are exempt from Section 205 of the FPA under 18 C.F.R. § 292.601(c)(1) and facilities that are behind-the-meter facilities do not need to be reported in asset appendices or indicative market power screens).

- 6 -

20160726-5148 FERC PDF (Unofficial) 7/26/2016 4:06:39 PM

(“PSA”) screen; and (2) the Market Share Analysis (“MSA”) screen.17 There is a rebuttable

presumption of market power if an applicant fails either screen.18 The relevant geographic

market for Applicant is the CAISO BAA market, where the Project is located.19

Both indicative screens measure whether a seller and its affiliates in the relevant

market(s) can utilize their uncommitted capacity to exercise horizontal market power. The MSA

screen measures whether a seller has a dominant position in the relevant market(s) based on the

number of megawatts of uncommitted capacity owned or controlled by the seller and its affiliates

as compared to the uncommitted capacity of the entire relevant market(s).20 The PSA screen

measures the potential of a seller and its affiliates to exercise horizontal market power based on

uncommitted capacity at the time of the annual peak demand in the relevant market(s).21 A seller

is pivotal if such demand cannot be met without some contribution of supply by the seller or its

affiliates.22

As noted above, Applicant has a long-term PPA with TID under which it will sell all of

the net output of the Project to TID at wholesale. In addition, all of Applicant’s affiliates in the

CAISO BAA market that are subject to consideration in the Commission’s market power

analysis for this Application have long-term PPAs that cover the entire net output of their

respective generating facilities. Applicant’s affiliates that (1) own or control wholesale

generation in the CAISO BAA market that is operational or expected to begin operating in 2016

17 E.g., Order No. 697 at PP 33-44, 62, 231, 232. 18 E.g., id. at P 63. 19 In Order No. 697, the Commission determined that it would continue to use a seller’s BAA or the Regional Transmission Organization (“RTO”)/Independent System Operator (“ISO”) market, as applicable, as the default relevant geographic market, unless it has made a specific finding that there is a submarket within an RTO/ISO, in which case the submarket becomes the default relevant geographic market for purposes of the market- based rate analysis for a seller located within such submarket. Id. at P 231. 20 Id. at P 34. 21 Id. at P 35. 22 Id.

- 7 -

20160726-5148 FERC PDF (Unofficial) 7/26/2016 4:06:39 PM

or (2) Applicant anticipates will apply for market-based rate authorization in the near future

are:23

• Solar Star California XIII, LLC (“SSCA XIII”), an EWG with market-based rate authorization24 that owns and operates a 108 MW (nameplate) photovoltaic electric power generating facility (the “Quinto Solar PV Project”) in Merced County, California.25 SSCA XIII sells all of the net output of the Quinto Solar PV Project to SCE under a 20-year PPA that expires in 2035.

• SSC XLI, which will own and operate the 54 MW Stanford Solar Generating Station in Kern County, California. The Stanford Solar Generating Station will be interconnected to the SCE transmission system within the CAISO BAA, and is currently expected to begin trial operation and testing in September 2016 and to achieve commercial operation in November 2016. SSC XLI will sell all of the net output of the Stanford Solar Generating Station at wholesale to the Board of Trustees of the Leland Stanford Junior University under a 25-year PPA that expires in 2041.

23 SunPower previously owned indirect, controlling interests in Parrey, LLC (“Parrey”), an EWG with market-based rate authority, which operates the Henrietta Solar Facility. See Parrey, LLC, Docket No. EG15-117- 000 (Nov. 30, 2015) (notice of effectiveness of EWG status); Parrey, LLC, Docket No. ER16-1154-001 (June 3, 2016) (delegated letter order) (granting market-based rate authorization). The Henrietta Solar Facility is a 102 MW photovoltaic electric power generating facility located in Kings County, California, which is interconnected to the PG&E transmission system within the CAISO BAA. Parrey recently initiated the final, testing phase of construction, first produced and sold test power in June 2016, and will commence deliveries under a 20-year firm PPA with PG&E in October 2016 (estimated). That PPA will expire in 2036. After completion of construction and achievement of commercial operation, but during the few months remaining prior to commencement of Parrey’s long-term PPA with PG&E, the output of the Henrietta Solar Facility will be delivered on a firm basis under a short- term PPA with an unaffiliated party in the CAISO market region. On July 1, 2016, Southern Renewable Partnerships, LLC (“SRP”) acquired 51% of the total and 100% of the controlling operating interests in Parrey Holding Company, LLC, the indirect upstream parent of Parrey, through the consummation of the transaction authorized by the Commission in Docket No. EC16-114. See Parrey, LLC, 155 FERC ¶ 62,185 (2016); Parrey, LLC, Notice of Consummation, Docket No. EC16-114-000 (filed July 7, 2016). Applicant understands that Parrey intends to demonstrate in its market-based rate docket that, following that transaction, SunPower’s remaining indirect ownership interests in Parrey include only those rights that are consistent with the standard for passive investors established in AES Creative. Accordingly, Applicant is not treating Parrey as an affiliate in this Application. 24 Solar Star California XIII, LLC, Docket No. ER15-1218-000 (May 5, 2015) (delegated letter order) (granting market-based rate authorization); Solar Star California XIII, LLC, Docket No. EG14-104-000 (Dec. 8, 2014) (notice of effectiveness of EWG status). 25 SSCA XIII’s application for market-based rate authorization and one subsequent notice of change in status filing, which the Commission accepted in Solar Star California XIII, LLC, Docket No. ER15-1218-001 (Oct. 16, 2015) (delegated letter order), included a nameplate generating capacity of approximately 135 MW. In fact, the nameplate generating capacity of the Quinto Project, as reported in EIA-860, is 108 MW. Consistent with the Commission’s requirements in Order No. 816, Applicant is using nameplate capacity in its market power analysis in this Application, as well as its Order No. 816-format asset appendix, for all of its and its affiliates’ solar photovoltaic generating facilities. See, e.g., Order No. 816 at P 100.

- 8 -

20160726-5148 FERC PDF (Unofficial) 7/26/2016 4:06:39 PM

• Java Solar, LLC (“Java”), which is developing and will own and operate an approximately 14 MW (nameplate) photovoltaic electric power generating facility (the “Java Solar Project”) in Kings County, California.26 The Java Solar Project will be interconnected to the Pacific Gas & Electric Company (“PG&E”) transmission system within the CAISO BAA, and is currently expected to begin trial operation and testing in June 2017 and to achieve commercial operation in August 2017.27 Java will sell all of the net output of the Java Solar Project to PG&E under a 20-year PPA that expires in 2037.

• Kingbird Solar A, LLC, an EWG28 with market-based rate authorization29 that owns and operates an approximately 20 MW photovoltaic generating facility (the “Kingbird A Project”) in Kern County, California. The Kingbird A Project is interconnected to the SCE transmission system within the CAISO BAA, and began commercial operation on April 30, 2016.30 All of the Kingbird A Project’s output is contractually committed to the City of Pasadena, California (“Pasadena”) for a period of 20 years under a PPA with an initial term set to end in 2036, which Pasadena can extend for an additional five years at its option.31

• Kingbird Solar B, LLC, an EWG32 with market-based rate authorization33 that owns and operates an approximately 20 MW photovoltaic generating facility (the “Kingbird B Project”) in Kern County, California. The Kingbird B Project is interconnected to the SCE transmission system within the CAISO BAA, and began commercial operation on April 30, 2016.34 All of the Kingbird B Project’s

26 Java has not yet self-certified its status as an EWG or a qualifying small power production facility, but plans to do so later in its development process. 27 Java does not yet have market-based rate authorization from the Commission, but plans to apply to the Commission for authorization to sell electric energy, capacity, and ancillary services at market-based rates pursuant to Section 205 of the FPA prior to any sale of power from the Java Solar Project. 28 Kingbird Solar A, LLC, Docket No. EG16-36-000 (Apr. 4, 2016) (notice of effectiveness of EWG status); Kingbird Solar A, LLC, Notice of Self-Certification of Exempt Wholesale Generator Status, Docket No. EG16-36-000 (filed Jan. 11, 2016). 29 Kingbird Solar A, LLC, Docket Nos. ER16-38-001, et al. (Apr. 4, 2016) (delegated letter order) (granting market-based rate authorization). 30 Kingbird Solar A, LLC, et al., Notice of Non-Material Change in Circumstances and Limited Request for Privileged Treatment, Docket Nos. ER16-38-002, et al., at 3 (filed June 30, 2016) (“Kingbird Notice of Change in Status”). 31 See Kingbird Solar A, LLC, Application for Order Accepting Initial Market-Based Rate Tariff and Granting Certain Waivers and Blanket Approvals, Docket No. ER16-38-001, at 2-5, 13 (filed Jan. 11, 2016). Kingbird A became an affiliate of Applicant upon the consummation of the transaction approved by the Commission in 8point3 Energy Partners LP, 154 FERC ¶ 62,067 (2016). That transaction closed on March 31, 2016. See 8point3 Energy Partners LP, Notification of Closing, Docket No. EC16-41-000 (filed Apr. 18, 2016). 32 Kingbird Solar B, LLC, Docket No. EG16-37-000 (Apr. 4, 2016) (notice of effectiveness of EWG status); Kingbird Solar B, LLC, Notice of Self-Certification of Exempt Wholesale Generator Status, Docket No. EG16-37-000 (filed Jan. 11, 2016). 33 Kingbird Solar B, LLC, Docket Nos. ER16-39-001, et al. (Apr. 4, 2016) (delegated letter order) (granting market-based rate authorization). 34 Kingbird Notice of Change in Status, supra note 30, at 3.

- 9 -

20160726-5148 FERC PDF (Unofficial) 7/26/2016 4:06:39 PM

output is contractually committed to the Southern California Public Power Authority (“SCPPA”) for a period of 20 years under a PPA with an initial term set to end in 2036, which SCPPA can extend for an additional five years at its option.35

• Lost Hills and Blackwell, which are EWGs36 with market-based rate authorization37 that own and operate the 32 MW Lost Hills-Blackwell Solar facility (the “Lost Hills-Blackwell Solar Facility”) in Kern County, California.38 The Lost Hills-Blackwell Solar Facility is composed of the 20 MW Lost Hills Solar facility and the 12 MW Blackwell Solar facility, is interconnected to the PG&E transmission system within the CAISO BAA, and began operating in April 2015. The full output of the Lost Hills-Blackwell Solar Facility (32 MW) is fully committed until 2043 under long-term PPAs with Roseville Electric (the municipal utility in the City of Roseville, California) and PG&E.39

In addition, as noted above, Applicant’s affiliate Boulder Solar, an EWG40 with a pending

application for market-based rate authorization,41 is developing the Boulder Solar I Project (a/k/a

35 See Kingbird Solar B, LLC, Application for Order Accepting Initial Market-Based Rate Tariff and Granting Certain Waivers and Blanket Approvals, Docket No. ER16-39-001, at 2-5, 13 (filed Jan. 11, 2016). Kingbird B became an affiliate of Applicant upon the consummation of the transaction approved by the Commission in 8point3 Energy Partners LP, 154 FERC ¶ 62,067 (2016). That transaction closed on March 31, 2016. See 8point3 Energy Partners LP, Notification of Closing, Docket No. EC16-41-000 (filed Apr. 18, 2016). 36 Blackwell Solar, LLC, Docket No. EG15-3-000 (Jan. 15, 2015) (notice of effectiveness of EWG status); Lost Hills Solar, LLC, Docket No. EG15-2-000 (Jan. 15, 2015) (notice of effectiveness of EWG status); Blackwell Solar, LLC, Notice of Self-Certification of Exempt Wholesale Generator Status, Docket No. EG15-3-000 (filed Oct. 7, 2014); Lost Hills Solar, LLC, Notice of Self-Certification of Exempt Wholesale Generator Status, Docket No. EG15-2-000 (filed Oct. 7, 2014). 37 Blackwell Solar, LLC, Docket No. ER15-55-000 (Nov. 25, 2014) (delegated letter order) (granting market-based rate authorization); Lost Hills Solar, LLC, Docket No. ER15-54-000 (Nov. 25, 2014) (delegated letter order) (granting market-based rate authorization). 38 See Blackwell Solar, LLC, 150 FERC ¶ 62,199 (2015). 39 Specifically, all of the Lost Hills-Blackwell Solar Facility’s output is contractually committed for a period of approximately 28 years through two overlapping PPAs. The first is a 10-year agreement with Roseville Electric and the second is a 25-year agreement with PG&E. Roseville Electric is contractually entitled to all of the Lost Hills-Blackwell Solar Facility’s output until the term of the PG&E agreement commences in approximately January 2019. Thereafter, all of the Lost Hills-Blackwell Solar Facility’s output is allocated between Roseville and PG&E until the end of the term of the Roseville Electric agreement. Upon expiration of the agreement with Roseville Electric, all of the Lost Hills-Blackwell Solar Facility’s output is contractually committed to PG&E until the end of the term of the PG&E agreement. See, e.g., Blackwell Solar, LLC, et al., Application for Authorization Under Section 203 of the Federal Power Act and Request for Expedited Action, Confidential Treatment, and Waivers, Docket No. EC15-79-000, at 3-4 (Feb. 26, 2015). 40 Boulder Solar Power, LLC, Docket No. EG16-83-000 (July 14, 2016) (notice of effectiveness of EWG status). 41 Boulder Solar Power, LLC, Application for Market-Based Rate Authorization, Request for Determination of Category 1 Seller Status, Request for Waivers and Blanket Authorizations, and Request for Waiver of Prior Notice Requirement, Docket No. ER16-1882-000 (filed June 3, 2016, as supplemented July 11,

- 10 -

20160726-5148 FERC PDF (Unofficial) 7/26/2016 4:06:39 PM

Boulder Solar I Nevada), an approximately 100 MW (nameplate) photovoltaic electric power

generating facility to be located in Boulder City, Clark County, Nevada. The Boulder Solar I

Project, which is currently expected to begin generating test power in August 2016 and to

commence commercial operation in November 2016, will include interconnecting transmission

facilities necessary to connect the Boulder Solar I Project to the NEVP d/b/a NV Energy

(“NVE”) transmission system, within the NEVP BAA, to permit Boulder Solar to make

wholesale sales of electricity from the Boulder Solar I Project. All of the net output of the

Boulder Solar I Project will be sold under a 20-year PPA with NVE that expires in 2037.

Pursuant to Order No. 816,42 Applicant represents that each of the long-term contracts

described above is for firm sales for one year or longer to a non-affiliate. The Commission has

held that when all of the generating capacity of a seller and its affiliates in the relevant BAA(s)

or market(s), including any relevant first-tier BAA(s) or market(s), is fully committed on a long-

term, firm basis to one or more non-affiliated buyers, the seller has no uncommitted capacity and

does not need to file the Commission’s indicative market power screens.43 In addition, Applicant

represents that none of its affiliates has any in-service generating capacity subject to

consideration in the Commission’s market power analysis for this Application in any market that

is a first-tier market to the CAISO BAA market. Because neither Applicant nor any of its

affiliates in the CAISO BAA market or any first-tier market that is subject to consideration in the

Commission’s market power analysis for this Application has any uncommitted, in-service

generating capacity, Applicant and its affiliates will not have horizontal market power in the

2016). 42 See Order No. 816 at P 39. 43 Id.

- 11 -

20160726-5148 FERC PDF (Unofficial) 7/26/2016 4:06:39 PM

CAISO BAA market or any first-tier market and Applicant has not included indicative screens in

this Application.

B. Applicant and Its Affiliates Will Not Have Vertical Market Power

Applicant and its affiliates will not have vertical market power. Neither Applicant nor

any of its affiliates owns or controls electric transmission facilities other than those limited

transmission facilities necessary to interconnect individual generation facilities, including

Applicant’s generating facility, to the transmission grid. In accordance with the Commission’s

Order No. 807,44 and pursuant to 18 C.F.R. § 35.28(d)(2), Applicant has affirmed that its

interconnection facilities satisfy the requirements for blanket waiver of the Commission’s Open

Access Transmission Tariff requirements in 18 C.F.R. § 35.28, the Open Access Same-Time

Information System requirements in 18 C.F.R. Part 37, and the Standards of Conduct for

Transmission Providers in 18 C.F.R. Part 358, and committed to comply with and be bound by

the obligations and procedures applicable to electric utilities under Section 210 of the FPA.45

Applicant’s affiliates that own or operate interconnecting transmission facilities either already

qualify or will qualify for the blanket waiver provided in Order No. 807.46

In addition, neither Applicant nor any of its affiliates has the ability to erect any other

barriers to entry into any market. Applicant does not own or control inputs to electric power

44 Open Access & Priority Rights on Interconnection Customer’s Interconnection Facilities, Order No. 807, FERC Stats. & Regs. ¶ 31,367, at P 57, order on reh’g, Order No. 807-A, 153 FERC ¶ 61,047 (2015). 45 Solar Star California XLI, LLC, et al., Section 210 Statement for Open Access Requirements Waiver, Docket No. AD15-9-000 (filed Apr. 13, 2016). 46 See CED Corcoran Solar, LLC, 152 FERC ¶ 61,075, at PP 11-12 (2015) (directing entities to “review the regulations to determine for themselves whether they qualify as entities granted the blanket waivers under Order No. 807” and that “applicants that qualify for the blanket authorization do not need to request, nor should they request,” waiver of the Commission’s Open Access Transmission Tariff requirements in 18 C.F.R. § 35.28, the Open Access Same-Time Information System requirements in 18 C.F.R. Part 37, and the Standards of Conduct for Transmission Providers in 18 C.F.R. Part 358).

- 12 -

20160726-5148 FERC PDF (Unofficial) 7/26/2016 4:06:39 PM

production, as defined by the Commission,47 in any market. Affiliates of Applicant own or

control sites for generation capacity development in various markets, but the Commission no

longer requires Sellers to provide information regarding sites for generation capacity

development to demonstrate a lack of vertical market power.48 In any case, consistent with the

rebuttable presumption that the Commission adopted in Order No. 697,49 these sites do not allow

Applicant or its affiliates to erect barriers to entry. Affiliates of Applicant also own and control

certain intrastate natural gas pipeline facilities in Texas that are used to service Total’s industrial

operations in Port Arthur, Texas. However, the Commission has adopted a rebuttable

presumption that sellers cannot erect barriers to entry with regard to the ownership or control of,

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

facilities.50

Finally, as required by Section 35.37 of the Commission’s regulations,51 Applicant

affirmatively states that it and its affiliates have not erected and will not erect barriers to entry

into the CAISO BAA market.

V. COMPLIANCE WITH COMMISSION REGULATIONS

As required by Order No. 697, Applicant has included in its proposed MBR Tariff a

provision requiring compliance with Part 35, Subpart H of the Commission’s regulations.52 If

granted market-based rate authorization, Applicant will comply with the various reporting

requirements applicable to entities authorized to sell electric energy, capacity, and ancillary

47 See 18 C.F.R. § 35.36(a)(4) (“inputs to electric power production” include “intrastate natural gas transportation; intrastate natural gas storage or distribution facilities; physical coal supply sources and ownership of or control over who may access transportation of coal supplies”). 48 Order No. 816 at PP 18, 212. 49 Order No. 697 at P 446. 50 Id. 51 18 C.F.R. § 35.37(e)(4). 52 Order No. 697, Appendix C.

- 13 -

20160726-5148 FERC PDF (Unofficial) 7/26/2016 4:06:39 PM

services at market-based rates, subject to the waivers Applicant requests in this Application, to

the extent granted. Applicant will submit Electric Quarterly Reports pursuant to the

Commission’s regulations53 and the requirements of Order Nos. 2001, et al.,54 and will promptly

inform the Commission of any change in status that would reflect a departure from the facts

provided in this Application, as required by the Commission’s regulations.55 In addition, in

accordance with the Commission’s Market Behavior Rules,56 Applicant represents that it will not

report transactions to publishers of electric or natural gas price indices. If Applicant begins

reporting price data to index publishers, it will notify the Commission as required.57

VI. ANCILLARY SERVICES

As required by Order No. 69758 and the Commission’s regulations,59 Applicant requests

authorization to sell ancillary services at market-based rates as set forth in Applicant’s proposed

MBR Tariff, including authorization to make third-party sales of Regulation Service, Reactive

Supply and Voltage Control Service, Energy and Generator Imbalance Service, Operating

Reserve-Spinning, Operating Reserve-Supplemental, and Primary Frequency Response Service

subject to the limitations on such sales established in Order No. 784.60 Applicant’s proposed

53 18 C.F.R. § 35.10b. 54 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, order refining filing requirements, Order No. 2001-E, 105 FERC ¶ 61,352 (2003), order on clarification, Order No. 2001-F, 106 FERC ¶ 61,060 (2004), order revising filing requirements, Order No. 2001-G, 120 FERC ¶ 61,270, order on reh’g and clarification, Order No. 2001-H, 121 FERC ¶ 61,289 (2007), order revising filing requirements, Order No. 2001-I, FERC Stats. & Regs. ¶ 31,282 (2008). 55 18 C.F.R. § 35.42. 56 Id. § 35.41(c). 57 Id. 58 Order No. 697 at P 1060. 59 18 C.F.R. § 35.40. 60 Third-Party Provision of Ancillary Servs.; Accounting & Financial Reporting for New Elec. Storage Technologies, Order No. 784, FERC Stats. & Regs. ¶ 31,349, at P 200-01 (2013), order on clarification, Order No.

- 14 -

20160726-5148 FERC PDF (Unofficial) 7/26/2016 4:06:39 PM

MBR Tariff includes the Commission’s standard tariff provisions for sales of ancillary services

into markets operated by RTOs and ISOs and as a third-party supplier,61 as modified by Order

No. 819,62 and Applicant requests authorization to sell ancillary services under those provisions.

VII. REQUEST FOR DETERMINATION OF CATEGORY 1 SELLER STATUS

In Order No. 697, the Commission created a category of sellers, i.e., “Category 1

Sellers,” that is exempt from the requirement to file triennial updated market power analyses,63

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

response to new applications for market-based rate authorization.64 Applicant satisfies the

criteria for Category 1 Seller status in all regions because: (1) it and its affiliates will own or

control less than 500 MW of electric generating capacity in aggregate per region; (2) it will not

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

the Project to the CAISO-controlled transmission grid; (3) it is not affiliated with any person that

owns, operates, or controls transmission facilities in any region other than limited equipment

necessary to connect individual generation facilities to the transmission grid, or with any

franchised public utility in any region; and (4) it does not raise any vertical market power

issues.65 Accordingly, Applicant requests that the Commission designate it as a Category 1

Seller in all regions.

784-A, 146 FERC ¶ 61,114 (2014). See also Third-Party Provision of Primary Frequency Response Serv., Order No. 819, FERC Stats. & Regs. ¶ 31,375 (2015). 61 E.g., Order No. 697 at PP 917, 1061. 62 Order No. 819 at P 70. 63 E.g., Order No. 697 at PP 848-49 and n.1000. 64 Id. at P 851. 65 See 18 C.F.R. § 35.36(a)(2). See also Order No. 816 at PP 317-18, 320.

- 15 -

20160726-5148 FERC PDF (Unofficial) 7/26/2016 4:06:39 PM

VIII. REQUESTS FOR WAIVERS AND ADDITIONAL BLANKET AUTHORITY

Applicant requests that the Commission grant it waivers and blanket authorizations

consistent with those granted to other independent power producers with market-based rate

authority. Specifically, Applicant requests: (1) waiver of Subparts B and C of Part 35 of the

Commission’s regulations, except for 18 C.F.R. §§ 35.12(a), 35.13(b), 35.15, and 35.16; (2)

waiver of Parts 41, 101, and 141 of the Commission’s regulations, except for 18 C.F.R. §§

141.14 and 141.15;66 (3) blanket authorization under Section 204 of the FPA and Part 34 of the

Commission’s regulations to issue securities and assume liabilities;67 and (4) such other waivers

and authorizations as the Commission may deem appropriate.

IX. REQUEST FOR WAIVER OF PRIOR NOTICE REQUIREMENT

Applicant requests that the Commission waive its 60-day prior notice requirement to

allow Applicant’s MBR Tariff to become effective as of August 1, 2016. Applicant currently

expects to begin generating test power in September 2016, but could be ready to do so before

then. The requested effective date will ensure that Applicant’s MBR Tariff will be effective well

in advance of when Applicant is ready to begin generating test power. The Commission has

previously granted waiver of its prior notice requirement under similar circumstances.68

Accordingly, there is good cause to grant waiver of the 60-day prior notice requirement.

66 Order No. 697 at P 984 (“We will continue the Commission’s historical practice of granting waiver of Parts 41, 101 and 141 of the Commission’s regulations to certain entities with market-based rate authority.”). Applicant’s request for waiver of Part 101 is limited as set forth in the proposed MBR Tariff. See, e.g., Order No. 816 at P 349. 67 16 U.S.C. § 824c; 18 C.F.R. Part 34. 68 See, e.g., CSOLAR IV West, LLC, Docket No. ER14-1656-000 (May 15, 2014) (delegated letter order) (granting market-based rate authority effective one day after the applicant’s filing where the applicant explained that the requested effective date was necessary to ensure that the applicant had market-based rate authority prior to becoming operational).

- 16 -

20160726-5148 FERC PDF (Unofficial) 7/26/2016 4:06:39 PM

X. CONCLUSION

Applicant requests that the Commission issue an order: (1) accepting Applicant’s

proposed MBR Tariff and authorizing Applicant to sell energy, capacity, and certain ancillary

services at market-based rates as set forth in Applicant’s MBR Tariff; (2) granting waiver of the

prior notice requirement to permit the MBR Tariff to become effective as of August 1, 2016; (3)

designating Applicant as a Category 1 Seller in all regions; and (4) granting Applicant the

waivers and blanket authorizations it requests in this Application and any other waivers

necessary for the Commission to grant this Application.

Respectfully submitted,

/s/ Scott D. Johnson Jack Semrani George D. (Chip) Cannon, Jr. Senior Counsel/Regulatory & Transactions Scott D. Johnson SunPower Corporation Akin Gump Strauss Hauer & Feld LLP 2900 Esperanza Crossing 1333 New Hampshire Avenue, N.W. Austin, TX 78758 Washington, D.C. 20036 Tel: (512) 953-4471 Tel: (202) 887-4000 [email protected] Fax: (202) 887-4288

Dated: July 26, 2016 Attorneys for Golden Fields Solar I, LLC

- 17 -

20160726-5148 FERC PDF (Unofficial) 7/26/2016 4:06:39 PM

ATTACHMENT A

MBR Tariff

20160726-5148 FERC PDF (Unofficial) 7/26/2016 4:06:39 PM

GOLDEN FIELDS SOLAR I, LLC

MARKET-BASED RATE TARIFF

20160726-5148 FERC PDF (Unofficial) 7/26/2016 4:06:39 PM

GOLDEN FIELDS SOLAR I, LLC

MARKET-BASED RATE TARIFF

1. Availability: Golden Fields Solar I, LLC (“Seller”) makes electric energy, capacity, and ancillary services available under this Market-Based Rate Tariff (“Tariff”) to any purchaser with whom Seller has contracted, except as prohibited below.

2. Rates: All sales shall be made at rates established by agreement between the purchaser and Seller.

3. Other Terms and Conditions: All other terms and conditions shall be established by agreement between the purchaser and Seller.

4. Seller Category: Seller is a Category 1 seller in all regions, as defined in 18 C.F.R. § 35.36(a).

5. 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 the 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.

6. Limitations and Exemptions Regarding Market-Based Rate Authority: Seller has received: (1) waiver of Subparts B and C of 18 C.F.R. Part 35, except for sections 35.12(a), 35.13(b), 35.15, and 35.16; (2) waiver of 18 C.F.R. Parts 41, 101 (with the exception that waiver of the provisions of Part 101 that apply to hydropower licensees is not granted with respect to licensed hydropower projects), and 141 (with the exception of sections 141.14 and 141.15); and (3) blanket authorization under Section 204 of the Federal Power Act, 16 U.S.C. § 824c, and 18 C.F.R. Part 34 for all future issuances of securities and assumptions of liabilities. Golden Fields Solar I, LLC, Docket No. ER16- ____-000 (2016).

7. Ancillary Services: Seller also will make available to any purchaser with whom it has contracted the following ancillary services:

a. PJM: Seller offers regulation and frequency response service, energy imbalance service, and operating reserve service (which includes spinning, 10-minute, and 30-minute reserves) for sale into the market administered by PJM Interconnection, L.L.C. (“PJM”) and, where the PJM Open Access Transmission Tariff permits, the self-supply of these services to purchasers for a bilateral sale that is used to satisfy the ancillary services requirements of the PJM Office of Interconnection.

20160726-5148 FERC PDF (Unofficial) 7/26/2016 4:06:39 PM

b. New York: Seller offers regulation and frequency response service, and operating reserve service (which include 10-minute non-synchronous, 30-minute operating reserves, 10-minute spinning reserves, and 10-minute non-spinning reserves) for sale to purchasers in the market administered by the New York Independent System Operator, Inc.

c. New England: Seller offers regulation and frequency response service (automatic generator control), operating reserve service (which includes 10- minute spinning reserve, 10-minute non-spinning reserve, and 30-minute operating reserve service) to purchasers within the markets administered by the ISO New England, Inc.

d. 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.

e. MISO: Seller offers regulation service and operating reserve service (which include 10-minute spinning reserve and 10-minute supplemental reserve) for sale to the Midcontinent Independent System Operator, Inc. (MISO) and to others that are self-supplying ancillary services to MISO.

f. Southwest Power Pool: Seller offers regulation service and operating reserve service (which include 10-minute spinning reserve and 10-minute supplemental reserve) for sale to the Southwest Power Pool, Inc. (SPP) and to others that are self-supplying ancillary services to SPP.

g. Ancillary Services - Third-Party Provider: Third-party ancillary services: Seller offers Regulation Service, Reactive Supply and Voltage Control Service, Energy and Generator Imbalance Service, Operating Reserve-Spinning, Operating Reserve-Supplemental, and Primary Frequency Response Service. 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; and (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. Sales of Operating Reserve-Spinning and Operating Reserve-Supplemental will not include 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, except where the Commission has granted authorization. Sales of Regulation Service and Reactive Supply and Voltage Control Service will not include 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, except at rates not to exceed the buying public utility transmission provider’s OATT rate for the same service or where the Commission has granted authorization.

- 2 -

20160726-5148 FERC PDF (Unofficial) 7/26/2016 4:06:39 PM

8. Revisions to Tariff: Seller may file revisions to this Tariff with the Commission. Nothing contained in this Tariff shall be construed as affecting or limiting in any way the right of Seller to unilaterally file with the Commission for a change in any aspect of this Tariff under Section 205 of the Federal Power Act, 16 U.S.C. § 824d, and the Commission’s rules and regulations promulgated thereunder.

9. Effective Date: This Tariff is effective as of the date specified by the Commission.

- 3 -

20160726-5148 FERC PDF (Unofficial) 7/26/2016 4:06:39 PM

ATTACHMENT B

Asset Appendix

20160726-5148 FERCPDF(Unofficial)7/26/20164:06:39PM Applicant and Affiliates

Table 1: Market-Based Rate Authority and Generation Assets

[A] [B] [C] [D] [E] [F] [G] [H] [I] [J] [K] [L] [M] Location Capacity Rating: End Note Methodology Filing Entity Market / Capacity Capacity Number Docket # where Generation Name Date Geographic Used in [K]: and its Balancing In-Service Rating: Rating: (Enter text MBR authority (Plant or Unit Owned By Controlled By Control Region (N)ameplate, Energy Authority Date Nameplate Used in in End was granted Name) Transferred (S)easonal, 5-yr Affiliates Area (MW) Filing (MW) Notes (U)nit, 5-yr (E)IA, Sheet) (A)lternative Golden Fields Golden Solar I Project Golden Fields Golden Fields Expected Fields Solar ER16-___-000 (a/k/a Rosamond N/A CAISO Southwest 54.0 54.0 N 1, 2 Solar I, LLC Solar I, LLC 2016 I, LLC Solar Project Phase II) Stanford Solar Solar Star Generating Station Solar Star Solar Star ER16-2277-000 Expected California (a/k/a Rosamond California XLI, California XLI, N/A CAISO Southwest 54.0 54.0 N 3, 4 Pending 2016 XLI, LLC Solar Project LLC LLC Phase I)

Boulder Solar I Boulder ER16-1882-000 Project (a/k/a Boulder Solar Boulder Solar Expected Solar N/A NEVP Northwest 100.0 100.0 N 5, 6 Pending Boulder Solar I Power, LLC Power, LLC 2016 Power, LLC Nevada)

Java Solar, Java Solar, Java Solar, Expected ER16-___-000 Java Solar Project N/A CAISO Southwest 14.0 14.0 N 7, 8 LLC LLC LLC 2017

Kingbird Kingbird Solar Kingbird Solar ER16-38-001 Kingbird Solar LLC 03/31/16 CAISO Southwest 04/30/16 20.0 20.0 N 9, 10 Solar A, LLC A, LLC A, LLC

Kingbird Kingbird Solar Kingbird Solar ER16-39-001 Kingbird Solar LLC 03/31/16 CAISO Southwest 04/30/16 20.0 20.0 N 11, 12 Solar B, LLC B, LLC B, LLC

Page 1 of 6 20160726-5148 FERCPDF(Unofficial)7/26/20164:06:39PM Applicant and Affiliates

Solar Star Solar Star Solar Star Colorado III, ER15-2224-000 Hooper Solar Colorado III, Colorado III, 04/01/16 PSCO Northwest 11/16/15 52.0 52.0 N 13, 14 LLC LLC LLC

Solar Star Solar Star Solar Star Quinto Solar PV California ER15-1218-000 California XIII, California XIII, 06/24/15 CAISO Southwest 07/14/15 108.0 108.0 N 15, 16 Project XIII, LLC LLC LLC

Blackwell Blackwell Roseville ER15-55-000 Blackwell 04/16/15 CAISO Southwest 04/2015 12.0 12.0 N 17, 18 Solar, LLC Solar, LLC Electric

Lost Hills Lost Hills Roseville ER15-54-000 Lost Hills 04/16/15 CAISO Southwest 04/2015 20.0 20.0 N 19, 20 Solar, LLC Solar, LLC Electric

Page 2 of 6 20160726-5148 FERCPDF(Unofficial)7/26/20164:06:39PM Applicant and Affiliates

Table 2: Long-Term Firm Power Purchase Agreements (PPA)

[A] [B] [C] [D] [E] [F] [G] [H] [I] [J] Location

Market / Market / Type of Amount Geographic End Note Number Filing Entity and its Energy Balancing Balancing Start Date End Date PPA Seller Name of PPA Region (Enter text in End Affiliates Authority Area Authority Area (mo/da/yr) (mo/da/yr) (Unit or (MW) (Sink) Notes Sheet) (Source) (Sink) System)

Golden Fields Solar I, LLC N/A N/A N/A N/A N/A N/A N/A N/A 21

Solar Star California XLI, LLC N/A N/A N/A N/A N/A N/A N/A N/A 21

Boulder Solar Power, LLC N/A N/A N/A N/A N/A N/A N/A N/A 21

Java Solar, LLC N/A N/A N/A N/A N/A N/A N/A N/A 21

Kingbird Solar A, LLC N/A N/A N/A N/A N/A N/A N/A N/A 21

Kingbird Solar B, LLC N/A N/A N/A N/A N/A N/A N/A N/A 21

Solar Star Colorado III, LLC N/A N/A N/A N/A N/A N/A N/A N/A 21

Solar Star California XIII, LLC N/A N/A N/A N/A N/A N/A N/A N/A 21

Blackwell Solar, LLC N/A N/A N/A N/A N/A N/A N/A N/A 21

Lost Hills Solar, LLC N/A N/A N/A N/A N/A N/A N/A N/A 21

Page 3 of 6 20160726-5148 FERCPDF(Unofficial)7/26/20164:06:39PM Applicant and Affiliates

Table 3: Transmission/Natural Gas Assets

Electric Transmission Assets and/or Natural Gas Intrastate Pipelines and/or Gas Storage Facilities [A] [B] [C] [D] [E] [F] [G] [H] [I] [J] Location Size Size (e.g., length Cite to order accepting and kV for electric, OATT or order Market / Geographic length and End Note Number approving the transfer Asset Name and Date Control Filing Entity and its Energy Affiliates Owned By Controlled By Balancing Region diameter for (Enter text in End of transmission Use Transferred Authority Area pipelines, and Notes Sheet) facilities to an RTO or capacity for natural ISO gas storage)

Golden Fields Solar I, LLC N/A N/A N/A N/A N/A N/A N/A N/A 22, 23

Solar Star California XLI, LLC N/A N/A N/A N/A N/A N/A N/A N/A 22, 23

Boulder Solar Power, LLC N/A N/A N/A N/A N/A N/A N/A N/A 22, 23

Java Solar, LLC N/A N/A N/A N/A N/A N/A N/A N/A 22, 23

Kingbird Solar A, LLC N/A N/A N/A N/A N/A N/A N/A N/A 22, 23

Kingbird Solar B, LLC N/A N/A N/A N/A N/A N/A N/A N/A 22, 23

Solar Star Colorado III, LLC N/A N/A N/A N/A N/A N/A N/A N/A 22, 23

Solar Star California XIII, LLC N/A N/A N/A N/A N/A N/A N/A N/A 22, 23

Blackwell Solar, LLC N/A N/A N/A N/A N/A N/A N/A N/A 22, 23

Lost Hills Solar, LLC N/A N/A N/A N/A N/A N/A N/A N/A 22, 23

Page 4 of 6 20160726-5148 FERCPDF(Unofficial)7/26/20164:06:39PM Applicant and Affiliates

Table 4: End Notes

[A] [B] [C] List (Generation, End Note PPA, or Explanatory Note Number Transmission / Natural Gas)

1 Generation Regarding Cell F6, the Golden Fields Solar I Project is under development. There has been no transfer of control over it.

2 Generation Nameplate capacity is in MWac.

3 Generation Regarding Cell F7, the Stanford Solar Generating Station is under development. There has been no transfer of control over it.

4 Generation Nameplate capacity is in MWac.

5 Generation Regarding Cell F8, the Boulder Solar I Project is under development. There has been no transfer of control over it.

6 Generation Nameplate capacity is in MWac.

7 Generation Regarding Cell F9, the Java Solar Project is under development. There has been no transfer of control over it.

8 Generation Nameplate capacity is in MWac.

Regarding Cell F10, see 8point3 Energy Partners LP, Notification of Closing, Docket No. EC16-41-000 (filed Apr. 15, 2016) (advising the Commission of the 9 Generation consummation of the sale by First Solar, Inc. of indirect equity interests in Kingbird Solar A, LLC to 8point3 Operating Company, LLC).

10 Generation Nameplate capacity is in MWac (from EIA-860).

Regarding Cell F11, see 8point3 Energy Partners LP, Notification of Closing, Docket No. EC16-41-000 (filed Apr. 15, 2016) (advising the Commission of the 11 Generation consummation of the sale by First Solar, Inc. of indirect equity interests in Kingbird Solar B, LLC to 8point3 Operating Company, LLC).

12 Generation Nameplate capacity is in MWac (from EIA-860).

Page 5 of 6 20160726-5148 FERCPDF(Unofficial)7/26/20164:06:39PM Applicant and Affiliates

Regarding Cell F12, see Solar Star Colorado III, LLC, Notice of Consummation of Transaction, Docket No. EC16-80-000 (filed Apr. 11, 2016) (advising the 13 Generation Commission of the consummation of the sale by SunPower Corp. of indirect equity interests in Solar Star Colorado III, LLC to 8point3 Operating Company, LLC).

14 Generation Nameplate capacity is in MWac (from EIA-860).

Regarding Cell F13, see 8point3 Energy Partners LP, et al ., Notification of Closing, Docket No. EC15-129-000 (filed June 29, 2015) (advising the Commission of the 15 Generation consummation of the proposed transactions through which ownership and control of Solar Star California XIII, LLC was transferred to 8point3 Operating Company, LLC).

16 Generation Nameplate capacity is in MWac (from EIA-860).

Regarding Cell E14, see, e.g. , Blackwell Solar, LLC, et al ., Notice of Non-Material Change in Status, Docket Nos. ER15-54-000, et al . (filed May 15, 2015) (stating that "Roseland Electric" controls the output of the Blackwell Project). Regarding Cell F15, see Blackwell Solar, LLC, et al ., Notice of Consummation, Docket No. 17 Generation EC15-79-000 (filed Apr. 23, 2015) (advising the Commission of the consummation of the transaction through which Southern Renewable Partnerships, LLC acquired 100% of the managing Class A membership interests in Lost Hills Blackwell Holdings, LLC).

18 Generation Nameplate capacity is in MWac (from EIA-860).

Regarding Cell E15, see, e.g. , Blackwell Solar, LLC, et al ., Notice of Non-Material Change in Status, Docket Nos. ER15-54-000, et al . (filed May 15, 2015) (stating that "Roseland Electric" controls the output of the Lost Hills Project). Regarding Cell F16, see Blackwell Solar, LLC, et al ., Notice of Consummation, Docket No. 19 Generation EC15-79-000 (filed Apr. 23, 2015) (advising the Commission of the consummation of the transaction through which Southern Renewable Partnerships, LLC acquired 100% of the managing Class A membership interests in Lost Hills Blackwell Holdings, LLC).

20 Generation Nameplate capacity is in MWac (from EIA-860).

21 PPA None of Applicant or its affiliates is the purchaser under any power purchase agreement.

Table 3 does not include intrastate natural gas pipelines owned by affiliates of Total S.A. (“Total”) that are used solely to service Total’s industrial 22 Transmission operations in Texas.

Applicant and its affiliates either already qualify or will qualify for the blanket waiver provided in the Commission's Order No. 807 because they do not own or control electric transmission facilities other than those limited transmission facilities necessary to interconnect individual generation facilities to the grid. In 23 Transmission Order No. 816-A, the Commission eliminated, effective July 25, 2016, the requirement to include such facilities in the Transmission/Natural Gas Assets Sheet. Accordingly, Applicant has not included information about such facilities in its Transmission/Natural Gas Assets Sheet. SeeRefinements to Policies & Procedures for Mkt.-Based Rates for Wholesale Sales of Elec. Energy, Capacity & Ancillary Servs. by Pub. Utils ., Order No. 816-A, 155 FERC ¶ 61,188, at P 59 (2016).

Page 6 of 6 20160726-5148 FERC PDF (Unofficial) 7/26/2016 4:06:39 PM

ATTACHMENT C

Organizational Chart

20160726-5148 FERC PDF (Unofficial) 7/26/2016 4:06:39 PM

[ APPLICANT'S UPSTREAM OWNERSHIP* l

Total S.A.

Total Energies Nouvelles Other Owners** Activities u SAS

Sun Power Corporation

Sun Power Hold Co, LLC

Sun Power AssetCo, LLC

GFS I Class B Member HoldCo, LLC

GFS I Class B Member, LLC

Golden Fields Solar I Parent, LLC

Golden Fields Solar I, LLC (Applicant)

*Ownership is 100% unless otherwise indicated.

** No person other than Total, S.A., through Total Energies Nouvelles Activities USA, SAS, directly or indirectly owns, controls, or holds, with power to vote, 10% or more of Sun Power Corporation's outstanding voting securities.

20160726-5148 FERC PDF (Unofficial) 7/26/2016 4:06:39 PM

GOLDEN FIELDS SOLAR I, LLC

MARKET-BASED RATE TARIFF

20160726-5148 FERC PDF (Unofficial) 7/26/2016 4:06:39 PM

GOLDEN FIELDS SOLAR I, LLC

MARKET-BASED RATE TARIFF

2. Rates: All sales shall be made at rates established by agreement between the purchaser and Seller.

3. Other Terms and Conditions: All other terms and conditions shall be established by agreement between the purchaser and Seller.

4. Seller Category: Seller is a Category 1 seller in all regions, as defined in 18 C.F.R. § 35.36(a).

7. Ancillary Services: Seller also will make available to any purchaser with whom it has contracted the following ancillary services:

20160726-5148 FERC PDF (Unofficial) 7/26/2016 4:06:39 PM

- 2 -

20160726-5148 FERC PDF (Unofficial) 7/26/2016 4:06:39 PM

9. Effective Date: This Tariff is effective as of the date specified by the Commission.

- 3 -

20160726-5148 FERC PDF (Unofficial) 7/26/2016 4:06:39 PM

FERC rendition of the electronically filed tariff records in Docket No. ER16-02289-000 Filing Data: CID: C005210 Filing Title: Market-Based Rate Tariff Company Filing Identifier: 72 Type of Filing Code: 60 Associated Filing Identifier: Tariff Title: Tariffs, Rate Schedules, and Service Agreements Tariff ID: 31 Payment Confirmation: Suspension Motion: N

Tariff Record Data: Record Content Description, Tariff Record Title, Record Version Number, Option Code: MBR Tariff, Market-Based Rate Tariff, 1.0.0, A Record Narative Name: Tariff Record ID: 64 Tariff Record Collation Value: 2000 Tariff Record Parent Identifier: 0 Proposed Date: 2016-08-01 Priority Order: 501 Record Change Type: New Record Content Type: 1 Associated Filing Identifier:

GOLDEN FIELDS SOLAR I, LLC

MARKET-BASED RATE TARIFF

GOLDEN FIELDS SOLAR I, LLC

MARKET-BASED RATE TARIFF

2. Rates: All sales shall be made at rates established by agreement between the purchaser and Seller. 20160726-5148 FERC PDF (Unofficial) 7/26/2016 4:06:39 PM

3. Other Terms and Conditions: All other terms and conditions shall be established by agreement between the purchaser and Seller.

4. Seller Category: Seller is a Category 1 seller in all regions, as defined in 18 C.F.R. § 35.36(a).

7. Ancillary Services: Seller also will make available to any purchaser with whom it has contracted the following ancillary services:

c. New England: Seller offers regulation and frequency response service (automatic generator control), operating reserve service (which includes 10-minute spinning reserve, 10-minute non-spinning reserve, and 30-minute operating reserve service) to purchasers within the markets administered by the ISO New England, Inc. 20160726-5148 FERC PDF (Unofficial) 7/26/2016 4:06:39 PM

d. 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.

g. Ancillary Services - Third-Party Provider: Third-party ancillary services: Seller offers Regulation Service, Reactive Supply and Voltage Control Service, Energy and Generator Imbalance Service, Operating Reserve-Spinning, Operating Reserve-Supplemental, and Primary Frequency Response Service. 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; and (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. Sales of Operating Reserve-Spinning and Operating Reserve-Supplemental will not include 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, except where the Commission has granted authorization. Sales of Regulation Service and Reactive Supply and Voltage Control Service will not include 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, except at rates not to exceed the buying public utility transmission provider’s OATT rate for the same service or where the Commission has granted authorization.

9. Effective Date: This Tariff is effective as of the date specified by the Commission. 20160726-5148 FERC PDF (Unofficial) 7/26/2016 4:06:39 PM Applicant and Affiliates

Table 1: Market-Based Rate Authority and Generation Assets

Java Solar, Java Solar, Java Solar, Expected ER16-___-000 Java Solar Project N/A CAISO Southwest 14.0 14.0 N 7, 8 LLC LLC LLC 2017

Kingbird Kingbird Solar Kingbird Solar ER16-38-001 Kingbird Solar LLC 03/31/16 CAISO Southwest 04/30/16 20.0 20.0 N 9, 10 Solar A, LLC A, LLC A, LLC

Kingbird Kingbird Solar Kingbird Solar ER16-39-001 Kingbird Solar LLC 03/31/16 CAISO Southwest 04/30/16 20.0 20.0 N 11, 12 Solar B, LLC B, LLC B, LLC

Solar Star Solar Star Solar Star Colorado III, ER15-2224-000 Hooper Solar Colorado III, Colorado III, 04/01/16 PSCO Northwest 11/16/15 52.0 52.0 N 13, 14 LLC LLC LLC

Solar Star Solar Star Solar Star Quinto Solar PV California ER15-1218-000 California XIII, California XIII, 06/24/15 CAISO Southwest 07/14/15 108.0 108.0 N 15, 16 Project XIII, LLC LLC LLC

Blackwell Blackwell Roseville ER15-55-000 Blackwell 04/16/15 CAISO Southwest 04/2015 12.0 12.0 N 17, 18 Solar, LLC Solar, LLC Electric

Lost Hills Lost Hills Roseville ER15-54-000 Lost Hills 04/16/15 CAISO Southwest 04/2015 20.0 20.0 N 19, 20 Solar, LLC Solar, LLC Electric

Page 1 of 5 20160726-5148 FERC PDF (Unofficial) 7/26/2016 4:06:39 PM Applicant and Affiliates

Table 2: Long-Term Firm Power Purchase Agreements (PPA)

[A] [B] [C] [D] [E] [F] [G] [H] [I] [J] Location

Golden Fields Solar I, LLC N/A N/A N/A N/A N/A N/A N/A N/A 21

Solar Star California XLI, LLC N/A N/A N/A N/A N/A N/A N/A N/A 21

Boulder Solar Power, LLC N/A N/A N/A N/A N/A N/A N/A N/A 21

Java Solar, LLC N/A N/A N/A N/A N/A N/A N/A N/A 21

Kingbird Solar A, LLC N/A N/A N/A N/A N/A N/A N/A N/A 21

Kingbird Solar B, LLC N/A N/A N/A N/A N/A N/A N/A N/A 21

Solar Star Colorado III, LLC N/A N/A N/A N/A N/A N/A N/A N/A 21

Solar Star California XIII, LLC N/A N/A N/A N/A N/A N/A N/A N/A 21

Blackwell Solar, LLC N/A N/A N/A N/A N/A N/A N/A N/A 21

Lost Hills Solar, LLC N/A N/A N/A N/A N/A N/A N/A N/A 21

Page 2 of 5 20160726-5148 FERC PDF (Unofficial) 7/26/2016 4:06:39 PM

Applicant and Affiliates

Table 3: Transmission/Natural Gas Assets

Golden Fields Solar I, LLC N/A N/A N/A N/A N/A N/A N/A N/A 22, 23

Solar Star California XLI, LLC N/A N/A N/A N/A N/A N/A N/A N/A 22, 23

Boulder Solar Power, LLC N/A N/A N/A N/A N/A N/A N/A N/A 22, 23

Java Solar, LLC N/A N/A N/A N/A N/A N/A N/A N/A 22, 23

Kingbird Solar A, LLC N/A N/A N/A N/A N/A N/A N/A N/A 22, 23

Kingbird Solar B, LLC N/A N/A N/A N/A N/A N/A N/A N/A 22, 23

Solar Star Colorado III, LLC N/A N/A N/A N/A N/A N/A N/A N/A 22, 23

Solar Star California XIII, LLC N/A N/A N/A N/A N/A N/A N/A N/A 22, 23

Blackwell Solar, LLC N/A N/A N/A N/A N/A N/A N/A N/A 22, 23

Lost Hills Solar, LLC N/A N/A N/A N/A N/A N/A N/A N/A 22, 23

Page 3 of 5 20160726-5148 FERC PDF (Unofficial) 7/26/2016 4:06:39 PM Applicant and Affiliates

Table 4: End Notes

[A] [B] [C] List (Generation, End Note PPA, or Explanatory Note Number Transmission / Natural Gas)

1 Generation Regarding Cell F6, the Golden Fields Solar I Project is under development. There has been no transfer of control over it.

2 Generation Nameplate capacity is in MWac.

3 Generation Regarding Cell F7, the Stanford Solar Generating Station is under development. There has been no transfer of control over it.

4 Generation Nameplate capacity is in MWac.

5 Generation Regarding Cell F8, the Boulder Solar I Project is under development. There has been no transfer of control over it.

6 Generation Nameplate capacity is in MWac.

7 Generation Regarding Cell F9, the Java Solar Project is under development. There has been no transfer of control over it.

8 Generation Nameplate capacity is in MWac.

Regarding Cell F10, see 8point3 Energy Partners LP, Notification of Closing, Docket No. EC16-41-000 (filed Apr. 15, 2016) (advising the Commission of 9 Generation the consummation of the sale by First Solar, Inc. of indirect equity interests in Kingbird Solar A, LLC to 8point3 Operating Company, LLC).

10 Generation Nameplate capacity is in MWac (from EIA-860).

Regarding Cell F11, see 8point3 Energy Partners LP, Notification of Closing, Docket No. EC16-41-000 (filed Apr. 15, 2016) (advising the Commission of 11 Generation the consummation of the sale by First Solar, Inc. of indirect equity interests in Kingbird Solar B, LLC to 8point3 Operating Company, LLC).

12 Generation Nameplate capacity is in MWac (from EIA-860).

14 Generation Nameplate capacity is in MWac (from EIA-860).

Regarding Cell F13, see 8point3 Energy Partners LP, et al ., Notification of Closing, Docket No. EC15-129-000 (filed June 29, 2015) (advising the 15 Generation Commission of the consummation of the proposed transactions through which ownership and control of Solar Star California XIII, LLC was transferred to 8point3 Operating Company, LLC).

16 Generation Nameplate capacity is in MWac (from EIA-860).

Regarding Cell E14, see, e.g. , Blackwell Solar, LLC, et al ., Notice of Non-Material Change in Status, Docket Nos. ER15-54-000, et al . (filed May 15, 2015) (stating that "Roseland Electric" controls the output of the Blackwell Project). Regarding Cell F15, see Blackwell Solar, LLC, et al ., Notice of 17 Generation Consummation, Docket No. EC15-79-000 (filed Apr. 23, 2015) (advising the Commission of the consummation of the transaction through which Southern Renewable Partnerships, LLC acquired 100% of the managing Class A membership interests in Lost Hills Blackwell Holdings, LLC).

18 Generation Nameplate capacity is in MWac (from EIA-860).

Page 4 of 5 20160726-5148 FERC PDF (Unofficial) 7/26/2016 4:06:39 PM Applicant and Affiliates

Regarding Cell E15, see, e.g. , Blackwell Solar, LLC, et al ., Notice of Non-Material Change in Status, Docket Nos. ER15-54-000, et al . (filed May 15, 2015) (stating that "Roseland Electric" controls the output of the Lost Hills Project). Regarding Cell F16, see Blackwell Solar, LLC, et al ., Notice of 19 Generation Consummation, Docket No. EC15-79-000 (filed Apr. 23, 2015) (advising the Commission of the consummation of the transaction through which Southern Renewable Partnerships, LLC acquired 100% of the managing Class A membership interests in Lost Hills Blackwell Holdings, LLC).

20 Generation Nameplate capacity is in MWac (from EIA-860).

21 PPA None of Applicant or its affiliates is the purchaser under any power purchase agreement.

Table 3 does not include intrastate natural gas pipelines owned by affiliates of Total S.A. (“Total”) that are used solely to service Total’s industrial 22 Transmission operations in Texas. Applicant and its affiliates either already qualify or will qualify for the blanket waiver provided in the Commission's Order No. 807 because they do not own or control electric transmission facilities other than those limited transmission facilities necessary to interconnect individual generation facilities to the grid. In Order No. 816-A, the Commission eliminated, effective July 25, 2016, the requirement to include such facilities in the 23 Transmission Transmission/Natural Gas Assets Sheet. Accordingly, Applicant has not included information about such facilities in its Transmission/Natural Gas Assets Sheet. SeeRefinements to Policies & Procedures for Mkt.-Based Rates for Wholesale Sales of Elec. Energy, Capacity & Ancillary Servs. by Pub. Utils ., Order No. 816-A, 155 FERC ¶ 61,188, at P 59 (2016).

Page 5 of 5 20160726-5148 FERC PDF (Unofficial) 7/26/2016 4:06:39 PM Document Content(s) Golden_Fields_Solar_I_MBR_Application.PDF...... 1-31 Golden_Fields_Solar_I_MBR Tariff.PDF...... 32-35 FERC GENERATED TARIFF FILING.RTF...... 36-38 Golden_Fields_Solar_I_Asset_Appendix.XLSX...... 39-43