EXHIBIT 2 APPENDIX C PAGE 1 OF 284 Model Power Purchase Agreement For Renewable Dispatchable Generation (PV) October 2017 6583554.1 EXHIBIT 2 APPENDIX C PAGE 2 OF 284 ARTICLE 1 PARALLEL OPERATION....................................... 2 ARTICLE 2 PURCHASE AND SALE OF ENERGY AND DISPATCHABILITY; RATE FOR PURCHASE AND SALE; BILLING AND PAYMENT............ 3 ARTICLE 3 FACILITY OWNED AND/OR OPERATED BY SELLER................ 19 ARTICLE 4 COMPANY-OWNED INTERCONNECTION FACILITIES................ 25 ARTICLE 5 MAINTENANCE RECORDS AND SCHEDULING...................... 25 ARTICLE 6 FORECASTING............................................. 29 ARTICLE 7 SELLER PAYMENTS......................................... 33 ARTICLE 8 COMPANY DISPATCH........................................ 33 ARTICLE 9 PERSONNEL AND SYSTEM SAFETY............................. 34 ARTICLE 10 METERING............................................... 35 ARTICLE 11 GOVERNMENT APPROVALS, LAND RIGHTS AND COMPLIANCE WITH LAWS............................................ 36 ARTICLE 12 TERM OF AGREEMENT AND COMPANY'S OPTION TO PURCHASE AT END OF TERM....................................... 37 ARTICLE 13 CONSTRUCTION MILESTONES INCLUDING THE GUARANTEED SUBSTANTIAL COMMITMENT DATES AND THE GUARANTEED COMMERCIAL OPERATIONS DATE........................... 42 ARTICLE 14 CREDIT ASSURANCE AND SECURITY.......................... 47 ARTICLE 15 EVENTS OF DEFAULT...................................... 51 ARTICLE 16 DAMAGES IN THE EVENT OF TERMINATION BY COMPANY......... 56 ARTICLE 17 INDEMNIFICATION........................................ 57 ARTICLE 18 INSURANCE.............................................. 61 ARTICLE 19 TRANSFERS, ASSIGNMENTS, AND FACILITY DEBT.............. 63 ARTICLE 20 SALE OF ENERGY TO THIRD PARTIES........................ 66 ARTICLE 21 FORCE MAJEURE.......................................... 66 ARTICLE 22 WARRANTIES AND REPRESENTATIONS......................... 71 ARTICLE 23 PROCESS FOR ADDRESSING REVISIONS TO PERFORMANCE STANDARDS............................................ 72 ARTICLE 24 FINANCIAL COMPLIANCE................................... 77 ARTICLE 25 GOOD ENGINEERING AND OPERATING PRACTICES............... 81 ARTICLE 26 EQUAL EMPLOYMENT OPPORTUNITY........................... 81 ARTICLE 27 SET OFF................................................ 82 ARTICLE 28 DISPUTE RESOLUTION..................................... 82 ARTICLE 29 MISCELLANEOUS.......................................... 83 SCHEDULED OF DEFINED TERMS................................ SCHEDULE-1 ATTACHMENT A DESCRIPTION OF GENERATION AND CONVERSION FACILITY... A-1 ATTACHMENT B FACILITY OWNED BY SELLER............................ B-1 ATTACHMENT C METHODS AND FORMULAS FOR MEASURING PERFORMANCE STANDARDS........................................... C-1 ATTACHMENT D CONSULTANTS LIST.................................... D-1 ATTACHMENT E SINGLE-LINE DRAWING AND INTERFACE BLOCK DIAGRAM..... E-1 ATTACHMENT F RELAY LIST AND TRIP SCHEME.......................... F-1 ATTACHMENT G COMPANY-OWNED INTERCONNECTION FACILITIES............ G-1 ATTACHMENT H BILL OF SALE AND ASSIGNMENT......................... H-1 ATTACHMENT I ASSIGNMENT OF LEASE AND ASSUMPTION.................. I-1 ATTACHMENT J COMPANY PAYMENTS FOR ENERGY AND DISPATCHABILITY..... J-1 i October 2017 RDG (PV)) EXHIBIT 2 APPENDIX C PAGE 3 OF 284 ATTACHMENT K GUARANTEED PROJECT MILESTONES....................... K-1 ATTACHMENT L REPORTING MILESTONES................................ L-1 ATTACHMENT M FORM OF LETTER OF CREDIT............................ M-1 ATTACHMENT N ACCEPTANCE TEST GENERAL CRITERIA.................... N-1 ATTACHMENT O CONTROL SYSTEM ACCEPTANCE TEST CRITERIA............. O-1 ATTACHMENT P SALE OF FACILITY BY SELLER.......................... P-1 ATTACHMENT Q [RESERVED].......................................... Q-1 ATTACHMENT R REQUIRED INSURANCE.................................. R-1 ATTACHMENT S FORM OF MONTHLY PROGRESS REPORT..................... S-1 ATTACHMENT T MONTHLY REPORTING AND DISPUTE RESOLUTION BY INDEPENDENT AF EVALUATOR..........................T-1 ATTACHMENT U CALCULATION AND ADJUSTMENT OF NET ENERGY POTENTIAL..U-1 ATTACHMENT V SUMMARY OF MAINTENANCE & INSPECTION PERFORMED IN PRIOR CALENDAR YEAR...............................V-1 ii October 2017 RDG (PV)) EXHIBIT 2 APPENDIX C PAGE 4 OF 284 This document indicates, for information purposes only, the terms and conditions that may be negotiated in a contract for the sale of renewable dispatchable generation to be executed by Hawaiian Electric. The terms and conditions that may be offered by Hawaiian Electric in a renewable dispatchable generation power purchase agreement may be modified to reflect factors such as different renewable technologies, project specifics, changes in applicable rules, guidance from the Public Utilities Commission in proceedings concerning the approval or negotiation of such power purchase agreements, results of an interconnection requirements study and other negotiated terms and conditions. [NOTE: TEXT WITHIN THIS DOCUMENT THAT APPEARS IN BOLD AND/OR BRACKETS INDICATES A PROVISION THAT MAY REQUIRE REVISION TO CONFORM TO A SPECIFIC PROJECT.] POWER PURCHASE AGREEMENT FOR RENEWABLE DISPATCHABLE GENERATION THIS POWER PURCHASE AGREEMENT FOR RENEWABLE DISPATCHABLE GENERATION ("Agreement") is made this ____ day of __________, 20___ (the "Execution Date"), by and between Hawaiian Electric Company, Inc., a Hawai‘i corporation (hereinafter called the "Company") and ______________ (hereinafter called the "Seller"). WHEREAS, Company is an operating electric public utility on the Island of O‘ahu, subject to the Hawai‘i Public Utilities Law (Hawai‘i Revised Statutes, Chapter 269) and the rules and regulations of the Hawai‘i Public Utilities Commission (hereinafter called the "PUC"); and WHEREAS, the Company System is operated as an independent power grid and must both maximize system reliability for its customers by ensuring that sufficient generation is available and meet the requirements for voltage stability, frequency stability, and reliability standards; and WHEREAS, Company desires to minimize fluctuations in its purchased energy costs by acquiring renewable dispatchable generation at a fixed Unit Price; and WHEREAS, Seller desires to build, own, and operate a renewable energy facility that is classified as an eligible resource under Hawai‘i's Renewable Portfolio Standards Statute (codified as Hawai‘i Revised Statutes (HRS) 269-91 through 269- 95); and October 2017 RDG (PV) 1 EXHIBIT 2 APPENDIX C PAGE 5 OF 284 WHEREAS, Seller understands the need to use all commercially reasonable efforts to maximize the overall reliability of the Company System; and WHEREAS, Facility will be located at ______________, State of Hawai‘i and is more fully described in Attachment A (Description of Generation and Conversion Facility) and Attachment B (Facility Owned by Seller) attached hereto and made a part hereof; and WHEREAS, Seller desires to sell to Company, and Company agrees to purchase upon the terms and conditions set forth herein, (i) the electric energy generated by the Facility and (ii) the availability, at a fixed Unit Price for the duration of the Initial Term, of the Facility's Net Energy Potential to respond, subject to the Renewable Resource Variability, to Company's dispatch. NOW, THEREFORE, in consideration of the premises and the respective promises herein, Company and Seller hereby agree as follows: DEFINITIONS When the capitalized terms set forth in the Schedule of Defined Terms are used in this Agreement, such terms shall have the meanings set forth in such Schedule. ARTICLE 1 PARALLEL OPERATION Company agrees to allow Seller to interconnect and operate the Facility to provide renewable dispatchable generation in parallel with the Company System; provided, however, that such interconnection and operation shall not: (i) adversely affect Company's property or the operations of its customers and customers' property; (ii) present safety hazards to the Company System, Company's property or employees or Company's customers or the customers' property or employees; or (iii) otherwise fail to comply with this Agreement. Such parallel operation shall be contingent upon the satisfactory completion, as determined solely by Company, of the Acceptance Test and, to the extent applicable, the Control System Acceptance Test, in accordance with Good Engineering and Operating Practices. October 2017 RDG (PV) 2 EXHIBIT 2 APPENDIX C PAGE 6 OF 284 ARTICLE 2 PURCHASE AND SALE OF ENERGY AND DISPATCHABILITY; RATE FOR PURCHASE AND SALE; BILLING AND PAYMENT 2.1 Purchase and Sale of Electric Energy and Dispatchability of Facility. Subject to the other provisions of this Agreement: (i) Company shall, by an Energy Payment, pay for the Actual Output produced by the Facility and delivered to the Point of Interconnection in response to Company's dispatch of the Facility; and (ii) Company shall, by a Lump Sum Payment, pay for the availability of the Facility's Net Energy Potential to respond, subject to the Renewable Resource Variability, to Company's dispatch in accordance with this Agreement. Included in such purchase and sale of electric energy and such purchase and sale of dispatchability are all of the Environmental Credits associated with the electric energy. Company will not reimburse Seller for any taxes or fees imposed on Seller including, but not limited to, State of Hawai‘i general excise tax. 2.2 Payment for Electric Energy. Commencing on the Commercial Operations Date, in exchange for the electric energy delivered to the Point of Interconnection in response to Company's dispatch, Seller will be paid an Energy Payment on a monthly basis as provided in Section 1 (Price for Purchase of Electric Energy) of Attachment J (Company Payments for Energy and Dispatchability) to this Agreement. 2.3 Lump Sum Payment for Dispatchability. Commencing on the Commercial Operations Date, in exchange for the availability of the Facility's Net Energy Potential to respond, subject to the Renewable Resource Variability, to Company's dispatch in accordance with this Agreement, Company shall pay to Seller a monthly Lump Sum Payment as provided in Section 2 (Lump Sum Payment for Dispatchability) of Attachment J (Company Payments for Energy and Dispatchability) to this Agreement. As more fully set forth in Section 3 (Calculation of Lump Sum Payment) of said Attachment J, the monthly Lump Sum Payment shall be calculated and adjusted to reflect changes in the estimate of the Facility's Net Energy Potential as such estimate is revised from time to time as more fully set forth in Attachment U (Calculation and Adjustment of Net Energy Potential) to this Agreement. For purposes of calculating the monthly Lump Sum Payment to be made to Seller for making the Facility's Net Energy Potential available for dispatch, the monthly Lump Payment shall be adjusted downward to account for [inverter(s)] that October 2017 RDG (PV) 3 EXHIBIT 2 APPENDIX C PAGE 7 OF 284 are not available for dispatch because of a Force Majeure condition (i) at the Facility or (ii) that otherwise delays or prevents the Seller from making the [inverter(s)] in question available for dispatch, as more fully set forth in Section 3.iv of Attachment J (Company Payments for Energy and Dispatchability) to this Agreement. 2.4 Assurance of Capability of Facility to Deliver Net Energy Potential. (a) Design, Operation and Maintenance to Achieve Availability Benchmark and GPR Benchmark. In order to provide Company with reasonable assurance that, subject to the Renewable Resource Variability, the Facility's Net Energy Potential will be available for Company's dispatch: (i) the Availability Benchmark shall be used to evaluate the availability of the Facility for dispatch by Company and (ii) the GPR Benchmark shall be used to evaluate the efficiency of the Facility. Seller shall design, operate and maintain the Facility in a manner consistent with the standard of care reasonably expected of an experienced owner/operator with the desire and financial resources necessary to design, operate and maintain the Facility to achieve the Availability Benchmark and the GPR Benchmark. The foregoing is without limitation to Seller's other obligations under this Agreement, including the obligation to operate the Facility in accordance with Good Engineering and Operating Practices. (b) Acknowledgment of Uncertainties. The Parties acknowledge the inherent uncertainty in the calculation of the Availability Factor and the Measured Performance Ratio. Both Parties hereby assume the risk of such uncertainties and hereby waive any right to dispute: (i) the appropriateness of any of the Availability Benchmark, the Availability Factor or the methodology specified in this Agreement for the calculation of the Availability Factor; and (ii) the appropriateness of any of the GPR Benchmark, the Measured Performance Ratio or the methodology specified in this Agreement for the calculation of the Measured Performance Ratio. 2.5 Availability Factor; Liquidated Damages; Termination Rights. October 2017 RDG (PV) 4 EXHIBIT2 APPENDIX C PAGE 8 OF 284 (a) Calculation of t he Availability Fact or. Following t he end of each LD Period, t he Availabilit y Fact or shall be calculated for such LD Period as follows : Availabilit y Fact or = 1 - DownTime - ExcludedTime Tot alTime - ExcludedTime where : TotalTime is the number of inverters in the Facility multiplied by the total number of seconds in the LD Period. DownT ime is a subset of TotalTime that "counts against" the Seller in calculating the Availability Factor. DownT ime represents the aggregate of the number of seconds during the LD Period that one or more inverters are unavailable as indicated by the "inverter available" data point for such inverter sent via SCADA. DownT ime is expressed as the total of the Facility's unavailable inverter-seconds (i.e., 1 unavailable inverter for 1 second) during the LD Period. ExcludedTime is a subset of TotalTime that does not "count against" the Seller in calculating the Availability Factor. ExcludedTime is expressed in unavailable inverter seconds and is calculated by multiplying the number of inverters in the Facility that are unavailable by the total number of seconds in the LD Period when such unavailability is the result of any of the following conditions : • The Facility or a portion of the Facility is unavailable due to Force Majeure. • The Facility is unavailable due to a Forced Outage resulting from conditions on the Company System other than (i) Seller-Attributable System Conditions or (ii) conditions that the Facility is required to ride-through under Section 3 (Performance Standards) of Attachment B (Facility Owned by Seller). • The Facility is unavailable for reasons other than Seller-Attributable Non­ Generation. • The "Plane of Array lrradiance" data point sent via SCADA is less than 50 W/m2. (b) Availability Benchmark and Li quidat ed Damages . For each LD Period, Seller shall achieve an Availabilit y Fact or, as calculated as provided in Sect ion 2 .S(a) (Calculat ion of Availabilit y Fact or) of t his Agreement, of not less than the Availabilit y Benchmark. For avoidance of doubt , because t he Availabilit y Fact or is calculat ed over an LD Period of 12 calendar mont hs, t he first mont h for which liquidat ed damages may be assessed under t his Section 2 . S(b) (Availabilit y Benchmark and Liquidat ed Damages) would be t he last calendar mont h of t he init ial Contract Year. If t he Availabilit y Fact or for a LD Period is less t han t he Availabilit y Benchmark, Seller October 2017 RDG (PV) 5 EXHIBIT 2 APPENDIX C PAGE 9 OF 284 shall pay, and Company shall accept, as liquidated damages for Seller's failure to achieve the Availability Benchmark for such LD Period, an amount calculated in accordance with the following formula: Availability Amount of Liquidated Damages Per Factor Calendar Month For each one-tenth of one percent 98.9% and below% (0.001) by which the Availability Factor for such LD Period falls below the Availability Benchmark, an amount equal to one-tenth of one percent (0.001) of the Applicable Period Lump Sum Payment for the last calendar month of such LD Period. For purposes of determining liquidated damages under the preceding formula, the amount by which the Availability Factor for the LD Period in question falls below the applicable threshold shall be rounded to the nearest one-tenth of one percent (0.001). Each Party agrees and acknowledges that (i) the damages that Company would incur if the Seller fails to achieve the Availability Benchmark for a LD Period would be difficult or impossible to calculate with certainty and (ii) the aforesaid liquidated damages are an appropriate approximation of such damages. (c) Payment of Liquidated Damages for Failure to Achieve the Availability Benchmark. With respect to the liquidated damages for a calendar month payable under Section 2.5(b) (Availability Benchmark and Liquidated Damages), Company shall have the right, at any time on or after the AF LD Assessment Date for such liquidated damages, at Company's option, to off-set such liquidated damages from the amounts to be paid to Seller under Section 2.3 (Lump Sum Payment for Dispatchability) of this Agreement or to draw such liquidated damages from the Operating Period Security, as follows: (i) if the Monthly Report for a given calendar month shows an Availability Factor for the LD Period in question for which liquidated damages are payable under Section 2.5(b) (Availability Benchmark and Liquidated Damages) and Company does not submit a October 2017 RDG (PV) 6 EXHIBIT 2 APPENDIX C PAGE 10 OF 284 Notice of AF Disagreement with respect to such Monthly Report, the Company shall have the right to off-set or draw the amount of liquidated damages for such calendar month as calculated on the basis of such Availability Factor; and (ii) in all cases in which Company submits a Notice of AF Disagreement for a given Monthly Report, Company shall have the right to off-set or draw all or any portion of the amount of liquidated damages for calendar month in question as calculated on the basis of the Availability Factor for the LD Period in question, as shown in such Notice of AF Disagreement; provided, however, that: (aa) if the amount off-set or drawn by the Company exceeds the amount of liquidated damages for such calendar month that are eventually found to be payable pursuant to the Availability Factor for the LD Period in question as determined under either Section 2(c) (Submission of Monthly Report Disagreement to Independent AF Evaluator) or Section 2(h) (Written Decision of Independent AF Evaluator) of Attachment T (Monthly Reporting and Dispute Resolution by Independent AF Evaluator) to this Agreement, Company shall promptly repay such excess to Seller together with, unless the Parties otherwise agree in writing, interest from the date of Company's off-set or draw until the date that such excess is repaid to Seller at the average Prime Rate for such period; and (bb) if Company does not exercise its rights to set-off or draw liquidated damages for such calendar month, or does not set-off or draw the full amount of the liquidated damages for such calendar month that are eventually found to be payable pursuant to the determination of the Availability Factor for the LD Period in question as determined under either Section 2(c) (Submission of Monthly Report Disagreement to Independent AF Evaluator) or Section 2(h) (Written Decision of Independent AF Evaluator) of Attachment T (Monthly Reporting and Dispute Resolution by October 2017 RDG (PV) 7