in interest, in response to a third-party claim in the same manner that an insurer would have, had the insurance been maintained in accordance with the te1ms and conditions set f01th above. In addition, alleged violations of the provisions of this Aliicle 17 means that Seller has the initial burden of proof regarding any legal justification for refusing or withholding coverage and Seller shall face the same liability and damages as an insurer for wrongfully refusing or withholding coverage in accordance with the laws of California.
ARTICLE 18: CONFIDENTIAL INFORMATION
18.1 Confidential Information.
(a) Each Pa1iy agrees, and shall use reasonable effo1ts to cause its parent, subsidiaiy and Affiliates, and its and their respective directors, officers, employees and representatives, to keep Confidential Infonnation confidential, except as required by Law, including without limitation the California Public Records Act (Government Code§§ 7920.000 et seq, "CPRA"). The provisions of this Section 18.1 shall survive and shall continue to be binding upon the Paities for a period of two (2) years following the date of te1mination or expiration of this Agreement. Notwithstanding the foregoing, info1mation shall not be considered Confidential Info1mation if such info1mation (i) is disclosed with the prior written consent of the originating Paity, (ii) was in the public domain prior to disclosure or is or becomes publicly known or available through no act or omission of the receiving Paity, (iii) was lawfully in a Party's possession or acquired by a Pa1iy outside of this Agreement, which acquisition was not known by the receiving Paity to be in breach of any confidentiality obligation, or (iv) is developed independently by a Paity based solely on infonnation that is not considered confidential under this Agreement. (b) Subject to the CPRA, either Paity may, without violating this Section 18.1, disclose Confidential Infonnation as follows:
(i) to its counsel, accountants, auditors, advisors, other professional consultants, credit rating agencies, actual or prospective, co-owners, investors, purchasers, lenders, unde1w riters, contractors, suppliers, and others involved in constrnction, operation, and financing transactions and aiTangements for a Paity or its subsidiai·ies or Affiliates; (ii) to governmental officials and paities involved in any proceeding in which a Pa1iy is seeking a Pe1mit, ce1tificate, or other regulato1y approval or order necessaiy or appropriate to cany out this Agreement; and
(iii) to governmental officials or the public as required by any law, regulation, order, rnle, order, rnling or other requirement of Law, including oral questions, discove1y requests, subpoenas, civil investigations or similar processes and laws or regulations requiring disclosure of financial info1mation, info1mation material to financial matters, and filing of financial repo1is.
(c) If a Paity is requested or required, pursuant to any applicable Law, regulation, order, rnle, or rnling, discove1y request, subpoena, civil investigation or similar process to disclose any of the Confidential Infonnation, such Party shall provide prompt written notice (to the extent practical and pe1missible) to the other Pa1iy of such request or requirement 64 so that at such other Paiiy's expense, such other Paity can seek a protective order or other appropriate remedy concerning such disclosure.
(d) Notwithstanding the foregoing or any other provision of this Agreement, Buyer may record, register, deliver and file all such notices, statements, instruments, and other documents as may be necessaiy or advisable to render fully valid, perfected and enforceable under all applicable law the credit support contemplated by this Agreement, and the rights, liens and priorities of Buyer with respect to such credit suppo1i. ( e) If Buyer receives a CPRA request for Confidential Infonnation of Seller, and Buyer detennines that such Confidential Infonnation is subject to disclosure under CPRA, then Buyer shall notify Seller of the request and its intent to disclose the documents. Buyer, as required by CPRA, shall release such documents unless Seller timely obtains a comi order prohibiting such release. If Seller, at its sole expense, chooses to seek a comi order prohibiting the release of Confidential Infonnation pursuant to a CPRA request, then Seller undertakes and agrees to defend, indemnify and hold haimless Buyer and Buyer's officers, employees, and agents ( collectively, the "Indemnitees") from and against all suits, claims, and causes of action brought against any of the Indemnitees for Buyer's refusal to disclose Confidential Info1mation of Seller to any person making a request pursuant to CPRA. Seller's indemnity obligations shall include, but ai·e not limited to, all actual costs incmTed by any of the Indemnitees, and specifically including costs of expeits and consultants, as well as all dainages or liability of any nature whatsoever ai·ising out of any suits, claims, and causes of action brought against any of the Indemnitees, through and including any appellate proceedings. Seller's obligations to all of the Indemnitees under this indemnification provision shall be due and payable on a Monthly, on-going basis within thirty (30) days after each submission to Seller of Buyer's invoices for all fees and costs incmTed by any of the Indemnitees, as well as all damages or liability of any nature.
(f) Each Paiiy acknowledges that any disclosure or misappropn at10n of Confidential Info1mation by such Paiiy in violation of this Agreement could cause the other Paiiy or their Affiliates inepai·able haim, the amount of which may be exu-emely difficult to estimate, thus making any remedy at law or in damages inadequate. Therefore, each Paiiy agrees that the non-breaching Paiiy shall have the right to apply to any comi of competent jurisdiction for a resti·aining order or an injunction resu-aining or enjoining any breach or threatened breach of this Agreement and for any other equitable relief that such non-breaching Party deems appropriate.
This right shall be in addition to any other remedy available to the Pa1iies in law or equity, subject to the limitations set fo1ih in Aliicle 12.
18.2 Press Releases. Neither Paiiy shall issue (or cause its Affiliates to issue) a press release regai·ding the ti·ansactions contemplated by this Agreement unless both Paiiies have agreed upon the contents of any such public statement.
ARTICLE 19: MISCELLANEOUS
19.1 Entire Agreement; Integration; Exhibits. This Agreement, together with the Cover Sheet and Exhibits attached hereto constitutes the entire agreement and understanding between Seller and Buyer with respect to the subject matter hereof and supersedes all prior 65 agreements relating to the subject matter hereof, which are of no fmt her force or effect. The Exhibits attached hereto are integral paits hereof and ai·e made a pait of this Agreement by reference. The headings used herein are for convenience and reference purposes only. In the event of a conflict between the provisions of this Agreement and those of the Cover Sheet or any Exhibit, the provisions of first the Cover Sheet, and then this Agreement shall prevail, and such Exhibit shall be con ected accordingly. This Agreement shall be considered for all purposes as prepared through the joint effo1ts of the Paities and shall not be construed against one Paity or the other as a result of the preparation, substitution, submission or other event of negotiation, drafting or execution hereof.
19.2 Amendments. This Agreement may only be amended, modified or supplemented by an instrnment in writing executed by duly authorized representatives of Seller and Buyer; provided, this Agreement may not be amended by electronic mail communications.
19.3 No Waiver. Waiver by a Paity of any default by the other Paity shall not be construed as a waiver of any other default.
19.4 No Agency, Partnership, Joint Venture or Lease. Seller and the agents and employees of Seller shall, in the perfonnance of this Agreement, act in an independent capacity and not as officers or employees or agents of Buyer. Under this Agreement, Seller and Buyer intend to act as energy seller and energy purchaser, respectively, and do not intend to be tr·eated as, and shall not act as, paitners in, co-venturers in or lessor/lessee with respect to the Facility or any business related to the Facility. This Agreement shall not impait any rights enforceable by any third paity ( other than a pennitted successor or assignee bound to this Agreement) and/or, to the extent set fo1th herein, any Lender and/or Indemnified Paity.
19.5 Severability. In the event that any provision of this Agreement is unenforceable or held to be unenforceable, the Paities agree that all other provisions of this Agreement have force and effect and shall not be affected thereby. The Pa1ties shall, however, use their best endeavors to agree on the replacement of the void, illegal or unenforceable provision(s) with legally acceptable clauses which conespond as closely as possible to the sense and pmpose of the affected provision and this Agreement as a whole.
19.6 Mobile-Sierra. Notwithstanding any other provision of this Agreement, neither Paity shall seek, nor shall they suppo1t any third paity seeking, to prospectively or retroactively revise the rates, tenns or conditions of service of this Agreement through application or complaint to FERC pursuant to the provisions of Section 205, 206 or 306 of the Federal Power Act, or any other provisions of the Federal Power Act, absent prior written agreement of the Paities. Fmther, absent the prior written agreement in writing by both Paities, the standard of review for changes to the rates, tenns or conditions of service of this Agreement proposed by a Paity shall be the "public interest" standard of review set fo1t h in United Gas Pipe Line Co. v. Mobile Gas Service Co1p., 350 U.S. 332 (1956) and Federal Power Commission v. Siena Pacific Power Co., 350 U.S. 348 (1956). Changes proposed by a non-Pa1ty or FERC acting sua sponte shall be subject to the most str·ingent standai·d pennissible under applicable law.
19.7 Service Contract. The Paities intend this Agreement to be considered as a service contract for the pmposes of Section 7701 ( e) of the United States Internal Revenue Code of 1986, 66 as amended.
19.8 Counterparts. This Agreement may be executed in one or more counterparts, all of which taken together shall constitute one and the same instrument and each of which shall be deemed an original.
19.9 Electronic Delivery. This Agreement may be duly executed and delivered by a Party by electronic fo1mat (including po1iable document fonnat (.pdf)). Delive1y of an executed counte1pa1i in .pdf electi·onic version shall be binding as if delivered in the original. The words "execution," "signed," "signature," and words of like import in this Agreement shall be deemed to include elecu-onic signatures or electi·onic records, each of which shall be of the same legal effect, validity, or enforceability as a manually executed signature or the use of a paper-based record keeping system, as the case may be, to the extent and as provided for in any applicable law.
19.10 Binding Effect. This Agreement shall inure to the benefit of and be binding upon the Parties and their respective successors and pe1mitted assigns.
19.11 Fonvard Contract. The Paiiies acknowledge and agree that this Agreement constitutes a "fo1wai·d conti·act" within the meaning of the U.S. Bankrnptcy Code, and Buyer and Seller are "fo1ward conh'act merchants" within the meaning of the U.S. Bankrnptcy Code. Each Paiiy further agrees that, for all pmposes of this Agreement, each Paiiy waives and agrees not to asse1i the applicability of the provisions of 11 U.S.C. § 366 in any bankrnptcy proceeding wherein such Paiiy is a debtor. In any such proceeding, each Pa1iy fmiher waives the right to asse1i that the other Pa1iy is a provider of last reso1i to the extent such tenn relates to 11 U.S.C. §366 or another provision of 11 U.S.C. § 101-1532.
19.12 No Recourse to Members of Buyer. Buyer is organized as a Joint Powers Authority in accordance with the Joint Exercise of Powers Act of the State of California (Government Code Section 6500, et seq.) pursuant to its Joint Powers Agreement and is a public entity separate from its constituent members. Buyer shall solely be responsible for all debts, obligations and liabilities accrning and ai·ising out of this Agreement. Seller shall have no rights and shall not make any claims, take any actions or assert any remedies against any of Buyer's constituent members, or the employees, directors, officers, consultants, conti·actors or advisors of Buyer or its constituent members, in connection with this Agreement.
19.13 Further Assurances. Each of the Paiiies hereto agree to provide such infonnation, execute and deliver any insti1unents and documents and to take such other actions as may be necessa1y or reasonably requested by the other Paiiy which are not inconsistent with the provisions of this Agreement and which do not involve the assumptions of obligations other than those provided for in this Agreement, to give full effect to this Agreement and to cany out the intent of this Agreement.
19.14 Change in Electric Market Design. If a change in the CAISO Tai·iff renders this Agreement or any provisions hereof incapable of being perfonned or administered, then any Party may request that Buyer and Seller enter into negotiations to make the minimum changes to this Agreement necessaiy to make this Agreement capable of being perfo1med and administered, while attempting to preserve to the maximum extent possible the benefits, burdens, and obligations set 67 fo1th in this Agreement as of the Effective Date. Upon delive1y of such a request, Buyer and Seller shall engage in such negotiations in good faith. If Buyer and Seller are unable, within sixty (60) days after delive1y of such request, to agree upon changes to this Agreement or to resolve issues relating to changes to this Agreement, then any Party may submit issues pe1taining to changes to this Agreement to the dispute resolution process set fo1th in Alticle 15. Notwithstanding the foregoing, (i) a change in cost shall not in and of itself be deemed to render this Agreement or any of the provisions hereof incapable of being perfo1med or administered, and (ii) all of the unaffected provisions of this Agreement shall remain in full force and effect during any period of such negotiation or dispute resolution.
{Signatures on following page}
68 IN WITNESS WHEREOF, the Pa1ties have caused this Agreement to be duly executed as of the Effective Date.
PARADIGM ENERGY LLC
By:
Name:
Title:
1 REDWOOD COAST ENERGY
AUTHORITY
By:
Name:
Title:
EXIDBIT A: FACILITY DESCRIPTION
Project Name: Paradigm Energy 1
Facility Description: A 4 MW wind-powered electric generation facility located in the Tehachapi Wind Resource Area in Kem County, California. The facility consists of utility-scale wind generation equipment, associated collection and electrical systems, medium-voltage infrastmcture, step-up transfonnation equipment, metering infrastructure, and all related appmienant facilities necessaiy for the generation and delive1y of electr·ic energy to the tr·ansmission and distr·ibution system. The facility is interconnected to the Southern California Edison disu-ibution system. The planned repower equipment for the facility consists of six Vestas V 47 wind turbine generators utilizing existing site infrastructure where feasible.
Site includes all or some of the following APNs: 237-064-24, 237-064-23 Project Physical Address: 16214 Tehachapi Willow Springs Rd., Tehachapi, CA 93561 Latitude and Longitude: 35.05817 N, 118.36984 W
Facility Meter: See Exhibit 0
Facility Metering Points: See Exhibit 0
Point of Interconnection: Gust 12kV
Zone (e.g. NP-15): SP-1 5
Transmission Access Chai·ge Area: SCE TAC Area
P-node: To be assigned by CAISO.
CAISO Resource ID: TBD
Anticipated Flexible Capacity Resource Catego1y (as of the Effective Date): NIA Local Capacity Area (if any, as of the Effective Date): NIA Additional Infonnation:
Exhibit A - 1
EXIDBIT B: FACILITY CONSTRUCTION AND COMMERCIAL OPERATION
1. Construction of the Facility.
a. The Paiiies agree that time is of the essence with respect to a Party's perfonnance of its material obligations under this Agreement, unless such delayed perfonnance has been expressly pennitted or excused under this Agreement. For the avoidance of doubt, payment of Construction Staii Delay Damages or Commercial Operation Delay Damages shall constitute an express excuse from the foregoing time is of the essence obligation. b. "Construction Start" will occur following Seller's execution of an EPC Contr·act related to the Facility and issuance of a full notice to proceed with the constr11ction of the Facility that authorizes the contr·actor to mobilize to the Site and begin physical constmction at the Site. The date of Construction Staii will be evidenced by Seller's delive1y to Buyer of a ce1iificate substantially in the fo1m attached as Exhibit J hereto, and the date ce1iified therein shall be the "Construction Start Date."
c. If Construction Staii is not achieved by the Expected Constr11ction Staii Date, as such date may be extended pursuant to Section 4 of this Exhibit B, Seller shall pay Construction Start Delay Damages to Buyer on account of such delay. Constr11ction Staii Delay Damages shall be payable for each day for which Construction Start has not begun by the Expected Construction Staii Date, as such date may be extended pursuant to Section 4 of this Exhibit B.
Construction Sta1i Delay Damages shall be payable to Buyer by Seller until Seller reaches Construction Staii of the Facility. On or before the tenth (10th) day of each month, Buyer shall invoice Seller for Constr11ction Start Delay Damages, if any, accrued during the prior month and, within ten (10) Business Days following Seller's receipt of such invoice, Seller shall pay Buyer the amount of the Construction Stait Delay Damages set forth in such invoice. Seller shall not be obligated to pay aggregate Construction Staii Delay Damages in excess of twenty percent (20%) the Development Security amount. The Paiiies agree that Buyer's receipt of Constr11ction Sta1i Delay Damages shall (x) not be constmed as Buyer's declai·ation that an Event of Default has occmTed under any provision of Section 11.1 and (y) not limit Buyer's right to receive a Tennination Payment or Damage Payment, as applicable, upon exercise of Buyer's default right pursuant to Section 11.2.
2. Commercial Operation of the Facility. "Commercial Operation" means the condition existing when Seller has fulfilled all of the conditions precedent in Section 2.2 of the Agreement and provided Notice to Buyer substantially in the fo1m of Exhibit H (the "£.Q!!.
Certificate"). The "Commercial Operation Date" shall be the date identified in the COD Ce1iificate as the "Commercial Operation Date".
a. Seller shall cause Commercial Operation for the Facility to occur by the Expected Commercial Operation Date, as such date may be extended pursuant to Section 4 of this Exhibit B. Seller shall notify Buyer at least fo1iy-five (30) days before the anticipated Commercial Operation Date.
b. If Seller does not achieve Commercial Operation by the Expected Commercial Operation Date, as such date may be extended pursuant to Section 3 of this Exhibit Exhibit B - 1
!!, Seller shall either:
(i) Pay Commercial Operation Delay Damages for each day following the Expected Commercial Operation Date, as such date may be extended pursuant to Section 3 of this Exhibit B, until the Commercial Operation Date; provided that in no event shall Seller be obligated to pay aggregate Commercial Operation Delay Damages in excess of the Development Security amount required hereunder; or
(ii) Provide Buyer with a quantity of (1) Replacement Product in an amount equal to the Daily Expected Energy Amount for each day for day following the Expected Commercial Operation Date, as such date may be extended pursuant to Section 4 of this Exhibit It until the Commercial Operation Date, plus (2) Replacement RA in any amount up to the expected Qualifying Capacity the Facility would have been able to provide with respect to such Showing Month, for each month following the later of (x) the Expected Commercial Operation Date, as such date may be extended pursuant to Section 4 of this Exhibit B, and (y) the RA Guarantee Date until the Commercial Operation Date.
Seller shall not owe Buyer any Commercial Operation Delay Damages for any day during a month where Seller has provided Replacement Product to Buyer in an Amount equal to the Daily Expected Energy Amount and Replacement RA to Buyer in an amount equal to the expected Qualifying Capacity of the Facility. For any day for which Seller either provides less Replacement Product than the Daily Expected Energy Amount, or for any month for which Seller provides less Replacement RA than the expected Qualifying Capacity of the Facility, Seller's obligation to pay Commercial Operation Delay Damages for such month will be pro-rated by the lesser of ( a) the percentage of Replacement Product to the Daily Expected Energy Amount for the applicable day and (b) the percentage of Replacement RA to the Qualifying Capacity of the of the Facility for the applicable month. However, the Replacement Product and Replacement RA provided by Seller to Buyer pursuant to this Section 2(b) of Exhibit B, shall not reduce or othe1wise alter the Damage Payment that is owed to Buyer by Seller if Buyer declares an Event of Default under Section 11.1 (b )(ii), and fmther, the value of any such Replacement Product and/or Replacement RA does not reduce or othe1wise count towards the cap on Seller's liability that is described in Section 7 of Exhibit B. For the avoidance of doubt, the Delive1y Te1m shall not commence with Seller's provision of Replacement Product or Replacement RA, and shall only commence once Seller provides Buyer with Product from the Facility. c. On or before the tenth (10th) day of each month, Buyer shall invoice Seller for Commercial Operation Delay Damages, if any, accrned during the prior month. If Seller provides Buyer with Replacement RA pursuant to Section 2(b) of Exhibit B, Seller shall issue an invoice and Buyer shall pay for such Replacement RA at 50% of the Contract Price in accordance with Section 8.1. The Paities agree that Buyer's receipt of Commercial Operation Delay Damages or Replacement RA shall be Buyer's sole and exclusive remedy for Seller's delay in achieving the Commercial Operation Date on or before the Expected Commercial Operation Date, but shall (x) not be construed as Buyer's declai·ation that an Event of Default has occurred under any provision of Section 11.1 and (y) not limit Buyer's right to declare an Event of Default under Section
11.1 (b )(ii) and receive a Damage Payment upon exercise of Buyer's default right pursuant to Section 11.2 in the event that such delay exceeds the Commercial Operation Date Deadline.
Exhibit B - 2
3. Termination for Failure to Achieve Commercial Operation. If the Facility has not achieved Commercial Operation on or before the Commercial Operation Date Deadline, Buyer may elect to tenninate this Agreement in accordance with Sections 11.l (b)(ii) and 11.2.
4. Extension of the Expected Milestone Dates. The Expected Constmction Strut Date and the Expected Commercial Operation Date shall, subject to notice and documentation requirements set fo1th below, both be extended on a day-for-day basis (the "Development Cure Period") for the duration of delays ru·ising out of the following circumstances to the extent the following circumstances ru·e not the result of Seller's failure to take all commercially reasonable actions to meet its requirements and deadlines:
a. a Force Majeure Event occurs; or
b. Seller has not acquired all material pennits, consents, licenses, approvals or authorizations from any Governmental Authority required for Seller to own, constmct, interconnect, operate or maintain the Facility and to pennit Seller and the Facility to make available and sell Product, despite the exercise of diligent and commercially reasonable effo1ts by Seller;
c. the Interconnection Facilities or Reliability Network Upgrades ru·e not complete and ready for the Facility to receive approval for Initial Synchronization and to connect and sell Product at the Delive1y Point by the date that is thi1ty (30) days prior to the Expected Commercial Operation Date, despite the exercise of diligent and commercially reasonable effo1ts by Seller; or
d. Buyer has not made all necessa1y ruTangements to receive the Facility Energy at the Delive1y Point by the Expected Commercial Operation Date.
Notwithstanding anything in this Agreement to the contrruy, the cumulative extensions of the Expected Construction Strut Date granted under this Section 4 of this Exhibit B shall not exceed the Guaranteed Construction Strut Date, for any reason, including a Force Majeure Event, and the cumulative extensions of the Expected Commercial Operation Date granted under this Section 4 of this Exhibit B shall not exceed the Guru·anteed Commercial Operation Date, for any reason, including a Force Majeure Event. Notwithstanding the foregoing, no extension shall be given if the delay was the result of Seller's failure to take all commercially reasonable actions to meet its requirements and deadlines. Seller shall provide prompt written Notice to Buyer of a delay, and in no case more than thirty (30) days aBer Seller becaine awru·e of such delay. Seller shall provide documentation demonstr·ating to Buyer's reasonable satisfaction that the delays described above did not result from Seller's actions or failure to take commercially reasonable actions. Buyer shall provide written Notice to Seller of their approval or rejection of Seller's extension request within ten (10) Business Days after Buyer's receipt of Seller's Notice.
5. Failure to Reach Guaranteed Capacity. If, at Commercial Operation, the Installed Capacity is less than one hundred percent (100%) of the Guaranteed Capacity, Seller shall have ninety (90) days after the Commercial Operation Date to install additional capacity and/or Network Upgrades such that the Installed Capacity is equal to (but not greater than) the Guru·anteed Capacity, and Seller shall provide to Buyer a new ce1t ificate substantially in the fo1m Exhibit B - 3
attached as Exhibit I hereto specifying the new Installed Capacity. If Seller fails to constrnct the Guaranteed Capacity by such date, Seller shall pay "Capacity Damages" to Buyer, in an amount equal to Two Hundred Fifty Thousand Dollars ($250,000) for each MW that the Guaranteed Capacity exceeds the Installed Capacity, and the Guaranteed Capacity and other applicable po1tions of the Agreement shall be adjusted accordingly. Capacity Damages shall not be offset or reduced by the payment of Development Security, Perfo1mance Security, Daily Delay Damages, Collllllercial Operation Delay Damages, or any other fo1m of liquidated damages under this Agreement.
6. Buyer's Right to Draw on Development Security. If Seller fails to timely pay any Construction Sta1t Delay Damages or Commercial Operation Delay Damages, Buyer may draw upon the Development Security to satisfy Seller's payment obligation thereof.
7. Cap on Seller Liability Prior to Commercial Operation Date. Seller's aggregate liability prior to the Commercial Operation Date for any Damage Payment, Construction Stait Delay Damages, and/or Collllllercial Operation Delay Damages shall be capped at an amount equal to two (2) multiplied by the Development Security amount.
Exhibit B - 4
EXHIBIT C: COMPENSATION
Buyer shall compensate Seller for the Product in accordance with this Exhibit C. (a) Generation Payment. Buyer shall pay Seller the Contract Price for each MWh of Adjusted Energy Production, plus Deemed Delivered Energy, if any, up to one hundred fifteen percent (115%) of the Expected Energy for such Contrnct Year. (b) Excess Contract Year Deliveries in excess of 115%. If, at any point in any Contrnct Year, the amount of Facility Energy plus the amount of Deemed Delivered Energy exceeds one hundred fifteen percent (115%) of the Expected Energy for such Contract Year, for each additional MWh of Facility Energy (but not Deemed Delivered Energy, for which no additional compensation shall be paid), if any, delivered to Buyer in such Contract Year, the price to be paid shall be the lesser of (i) seventy-five percent (75%) of the Contract Price or (ii) the Day-Ahead price for the applicable Settlement Inte1val; provided that if there is a Negative LMP during such Settlement Inte1val, then then the price applicable to all such additional MWh of Facility Energy in such Settlement Inte1val shall be zero dollars ($0). (c) Excess Settlement Inte1val Deliveries. If during any Settlement Inte1val, Seller delivers Product amounts, as measured by the amount of Facility Energy, in excess of the product of the Guaranteed Generation Capacity and the duration of the Settlement Inte1val, expressed in hours ("Excess MWh"), then the price applicable to all such excess MWh in such Settlement Inte1val shall be zero dollars ($0), and ifthere is a Negative LMP during such Settlement Inte1val, Seller shall pay to Buyer an amount equal to the absolute value of the Negative LMP times such excess MWh ("Negative LMP Costs").
(d) Test Energy. Test Energy is compensated in accordance with Section 3.6. (e) Tax Credits. The Parties agree that the Contract Price is not subject to adjustment or amendment if Seller fails to receive any Tax Credits, or if any Tax Credits expire, are repealed or othe1wise cease to apply to Seller or the Facility in whole or in pait, or Seller or its investors ai·e unable to benefit from any Tax Credits. Seller shall beai· all risks, financial and othe1wise, throughout the Contract Te1m, associated with Seller's or the Facility's eligibility to receive Tax Credits or to qualify for accelerated depreciation for Seller's accounting, reporting or Tax pmposes. The obligations of the Paities hereunder, including those obligations regarding the purchase and price for and Seller's obligation to deliver Product, shall be effective regardless of whether the sale of Product is eligible for, or receives Tax Credits during the Contract Te1m. For the avoidance of doubt, the Contract Price shall not be subject to adjustment or amendment if Seller or the Facility becomes eligible for any additional Tax Credits, or if Seller or its investors realize the benefit of any additional Tax Credits, after the Effective Date.
Exhibit C - 1
EXIDBIT D: SCHEDULING COORDINATOR RESPONSIBILITIES
(a) Buyer as Scheduling Coordinator for the Facility. Upon Initial Synchronization of the Facility to the CAISO Grid, Buyer shall be the Scheduling Coordinator or designate a qualified third party to provide Scheduling Coordinator services with the CAISO for the Facility for both the delive1y and the receipt of Test Energy and Facility Energy at the Delive1y Point. At least thirty (30) days prior to the Initial Synchronization of the Facility to the CAISO Grid, (i) Seller shall take all actions and execute and deliver to Buyer and the CAISO all documents necessaiy to authorize or designate Buyer (or Buyer's designee) as the Scheduling Coordinator for the Facility effective as of the Initial Synchronization of the Facility to the CAISO Grid, and (ii) Buyer shall, and shall cause its designee to, take all actions and execute and deliver to Seller and the CAISO all documents necessaiy to authorize or designate Buyer or its designee as the Scheduling Coordinator for the Facility effective as of the Initial Synchronization of the Facility to the CAISO Grid. On and after Initial Synchronization of the Facility to the CAISO Grid, Seller shall not authorize or designate any other party to act as the Facility's Scheduling Coordinator, nor shall Seller perfo1m for its own benefit the duties of Scheduling Coordinator, and Seller shall not revoke Buyer's authorization to act as the Facility's Scheduling Coordinator unless agreed to by Buyer. Buyer (as the Facility's SC) shall submit Schedules to the CAISO in accordance with this Agreement and the applicable CAISO Tai·iff, protocols and Scheduling practices for Product on a day-ahead, hour-ahead, fifteen-minute, real time or other market basis that may develop after the Effective Date, as dete1mined by Buyer.
(b) Notices. Buyer (as the Facility's SC) shall provide Seller with access to a web-based system through which Seller shall submit to Buyer and the CAISO all notices and updates required under the CAISO Tai·iff regai·ding the Facility's status, including, but not limited to, all outage requests, forced outages, forced outage repo11s, cleai·ance requests, or must offer waiver fo1ms. Seller shall cooperate with Buyer to provide such notices and updates. If the web-based system is not available, Seller shall promptly submit such inf01mation to Buyer and the CAISO (in order of preference) telephonically, by electronic mail, or transmission to the personnel designated to receive such info1mation.
(c) CAISO Costs and Revenues.
(i) Except as othe1wise set fo11h herein, Buyer (as Scheduling Coordinator for the Facility) shall be responsible for CAISO costs (including Chai·ging Energy, penalties, Imbalance Energy costs or revenues, and other chai·ges) and shall be entitled to all CAISO revenues (including Facility Energy, credits, Imbalance Energy revenues or costs, and other payments), including revenues associated with CAISO dispatches, bid cost recove1y , Inter-SC Trade credits, or other credits in respect of the Test Energy or Facility Energy scheduled or delivered from the Delive1y Point;provided, Seller shall assume all liability and reimburse Buyer for any and all costs or chai·ges (i) incmTed by Buyer because of Seller's default, breach or other failure to perfo1m as required by this Agreement, (ii) incmTed by Buyer resulting from any failure by Seller to abide by the CAISO Tariff requirements imposed on it as Facility owner (but not in connection with obligations of Buyer hereunder) or the outage notification requirements set fo11h in this Agreement (except to the extent such non-compliance is caused by Buyer's failure to perfo1m its duties as Scheduling Coordinator for the Facility), or (iii) to the extent arising as a result of Seller's failure to comply with a timely Cm1ailment Order if such failure results in incremental costs to Buyer.
Exhibit D - 1
The Parties agree that any Availability Incentive Payments ( as defined in the CAISO Ta.riff) are for the benefit of Seller and for Seller's account and that any Non-Availability Charges (as defined in the CAISO Tariff) are the responsibility of Seller and for Seller's account. In addition, if during the Delive1y Tenn, the CAISO implements or has implemented any sanction or penalty related to scheduling, outage reporting, or generator operation, and any such sanctions or penalties are imposed upon the Facility or to Buyer as Scheduling Coordinator due to failure by Seller to abide by the CAISO Tariff or the outage notification requirements set forth in this Agreement, the cost of the sanctions or penalties shall be Seller's responsibility. (d) CAISO Settlements. Buyer (as the Facility's SC) shall be responsible for all settlement functions with the CAISO related to the Facility. Buyer shall render a separate invoice to Seller for any CAISO payments, charges or penalties ("CAISO Charges Invoice") for which Seller is responsible under this Agreement. CAISO Charges Invoices shall be rendered after settlement infonnation becomes available from the CAISO that identifies any CAISO charges.
Notwithstanding the foregoing, Seller acknowledges that the CAISO will issue additional invoices reflecting CAISO adjustments to such CAISO charges. Buyer shall review, validate, and if requested by Seller under paragraph ( e) below, dispute any charges that are the responsibility of Seller in a timely manner and consistent with Buyer's existing settlement processes for charges that are Buyer's responsibilities. Subject to Seller's right to dispute and to have Buyer pursue the dispute of any such invoices, Seller shall pay the amount of CAISO Charges Invoices within ten (10) Business Days of Seller's receipt of the CAISO Charges Invoice. If Seller fails to pay such CAISO Charges Invoice within that period, Buyer may net or offset any amounts owing to it for such CAISO Charges Invoices against any future amounts it may owe to Seller under this Agreement. The obligations under this Section with respect to payment of CAISO Charges Invoices in respect of perfonnance prior to the expiration or tennination of this Agreement shall survive the expiration or termination of this Agreement. (e) Dispute Costs. Buyer (as the Facility's SC) may be required by Seller to dispute CAISO settlements in respect of the Facility. Seller agrees to pay Buyer's costs and expenses (including reasonable attorneys' fees) associated with its involvement with such CAISO disputes to the extent they relate to CAISO charges payable by Seller with respect to the Facility that Seller has directed Buyer to dispute.
(f) Tenninating Buyer's Designation as Scheduling Coordinator. At least thi1iy (30) days prior to expiration of this Agreement or as soon as reasonably practicable upon an earlier tennination of this Agreement, the Paities will take all actions necessaiy to tenninate the designation of Buyer as Scheduling Coordinator for the Facility as of 11 :59 p.m. on such expiration date.
(g) Master Data File and Resource Data Template. Seller shall provide the data to Buyer that is required for the CAISO's Master Data File and Resource Data Template (or successor data systems) for the Facility consistent with this Agreement, and Buyer (as SC) shall provide such data to CAISO. Neither Paiiy shall change such data without the other Paiiy's prior written consent.
(h) NERC Reliability Standards. Buyer (as Scheduling Coordinator) shall cooperate reasonably with Seller to the extent necessa1y to enable Seller to comply, and for Seller to Exhibit D - 2
demonstrate Seller's compliance with, NERC reliability standards. This cooperation shall include the provision of infonnation in Buyer's possession that Buyer (as Scheduling Coordinator) has provided to the CAISO related to the Facility or actions taken by Buyer (as Scheduling Coordinator) related to Seller's compliance with NERC reliability standards.
Exhibit D - 3
EXHIBIT E: PROGRESS REPORTING FORM
Each Progress Repo1t must include the following items, describing incremental progress or changes from the previous Progress Repo1t:
1. Executive sUillllla1y of progress made during the Progress Repo1t period.
2. Table showing cmTent expectation for achieving each of the Milestones relative to the Milestone dates on the Cover Sheet:
Milestone
Contract Milestone Actual/Forecasted
Date Milestone Date
Evidence of Site Control As of Effective Date ••· ... / Conditional Use Pennit obtained · .. •••••• .......
' '· .. Phase I Interconnection Study results
( or equivalent) obtained .. ·····/
Phase II Interconnection Study results
-~
I
( or equivalent) obtained
Interconnection Agreement executed ~ \
Major equipment procured ~//
Federal and state discretiona1y pennits issued
Expected Constmction Strut Date \
~ //'
Initial Synchronization \ I
Network Upgrades completed \
Full Capacity Deliverability Status obtained
Expected Commercial Operation Date
3. Gantt chait schedule showing progress on major steps to achieving each of the Milestones.
4. Status and smnmaiy of activities during the Progress Repo1t period and forecast of expected activities scheduled for the next Progress Repo1t period, including the following:
a. Project financing;
b. Prope1ty acquisition;
c. Government Approvals, including environmental review process, use permit, building permit, and any other necessaiy pennits; include public hearing dates and attendance info1mation;
d. Interconnection work, including next interconnection Inilestone and date; e. Equipment procurement and supply agreements;
f. Construction, including the EPC conti·act and any OSHA labor hour repo1ts; and g. Startup and commissioning.
5. Remedial Action Plan (if required per Section 2.4).
Exhibit E - 1
6. Description of any planned material changes to the Facility or the site that Buyer has not othe1wise been made aware ofby Seller.
7. Project Viability Scores for CPUC Filings (select one from each of the following):
a. Viability Reasonableness
4 - futerconnection studies complete and agreement signed consistent with repo1ied COD; pennitting application complete;
3 - futerconnection Phase II study complete; pennitting application approved; these suppo1i repo1ied COD;
2 - futerconnection Phase II study in progress; permitting application in progress; LSE has plan that suppo1is repo1ied COD; or
1 - futerconnection Phase II study not begun.
b. Technical Feasibility
3 - Project-specific independent engineering assessment is complete and suppo1is the delive1y profile (capacity and/or production) and Project uses commercialized technology;
2 - Project will use a commercialized technology solution that is cunently in use at a minimlllll of two operating facilities of similar or larger size; or 1 - Project uses neither commercialized technology nor has project specific engineering assessment.
c. Financing and Site Control
5 - All financing seemed;
4 - Paiiial financing seemed;
3 - Seeking financing;
2 - Project has site control but not yet seeking financing; 1 - Project does not yet have site control; or
NIA -No financing required.
8. Photos, in sufficient quantity and of appropriate detail, in order to doclllllent interconnection, construction and sta1iup progress.
9. Upon collllllencement of Test Energy deliveries, a repo1i on Facility perfonnance including perfonnance projections for the next twelve (12) months.
10. A SUllllllaIY of Seller's effo1is to comply with workforce and prevailing wage requirements.
11. Any other doclllllentation reasonably requested by Buyer.
Exhibit D - 2
1:00 2:00 3:00 4:00 5:00 6:00 7:00
JAN
FEB
]',fAR
APR
MAY
JUN
JUL
AUG
SEP
OCT
NOV
DEC
EXHIBIT F-1: A VERA GE EXPECTED ENERGY
[Average Expected Energy, MWh Per Hour]
8:00 9:00 10:00 11:00 12:00 13:00 14:00 15:00 16:00 17:00 18:00 19:00 20:00 21:00 22:00 23:00 24:00 The foregoing table is provided for info1mational pmposes only, and it shall not constitute, or be deemed to constitute, an obligation of any of the Paiiies to this Agreement.
Exhibit F-1 - 1
1:00 2:00 3:00 4:00 5:00 6:00 7:00
Day l
Day2
Day3
Day 4
Day s
[insert additional rows for each day in the month)
Day
29 Day
30 Day
31 EXHIBIT F-2: AVAILABLE CAPACITY
[Available Capacity, MWh Per Hour] - [Insert Month]
8:00 9:00 10:00 11:00 12:00 13:00 14:00 15:00 16:00 17:00 -
18:00 19:00 20:00 21:00 22:00 23:00 24:00
The foregoing table is provided for info1mational purposes only, and it shall not constitute, or be deemed to constitute, an obligation of any of the Paiiies to this Agreement.
Exhibit F-2 - 1
EXHIBIT G: GUARANTEED ENERGY PRODUCTION DAMAGES CALCULATION fu accordance with Section 4.9, if Seller fails to achieve the Guaranteed Energy Production during any Perfo1mance Measurement Period, a liquidated damages payment shall be due from Seller to Buyer, calculated as follows:
[(A -B) * (C - D)]
where:
A = the Guaranteed Energy Production amount for the Perfo1mance Measurement Period, in MWh
B = the Adjusted Energy Production amount for the Perfonnance Measurement, in MWh
C = Replacement price for the Perfonnance Measurement Period, in $/MWh, which is the sum of (a) the simple average of the futegrated Fo1ward Market hourly price for all the hours in the Perfo1mance Measurement Period, as published by the CAISO, for the Existing Zone Generation Trading Hub (as defined in the CAISO Tariff) for the Delive1y Point, plus the value of Replacement Environmental Attributes
D = the Contract Price for the Contract Year, in $/MWh
The Parties agree that in the above calculation of Guaranteed Energy Production Damages, if the result of "(C-D)" is less than $20/MWh, then "(C-D)" will be replaced with $20/MWh. The Paiiies also agree that in the above calculation of Guaranteed Energy Production Damages, if the result of "(C-D)" is more than $50/MWh, the "(C-D)" will be replaced with $50/MWh.
No payment shall be due if the calculation of (A - B) or (C - D) yields a negative number.
Within sixty (60) days after each Contract Year, Buyer will send Seller Notice of the amount of damages owing, if any, which shall be payable to Buyer before the later of (a) thi1iy (30) days of such Notice and (b) ninety (90) days after each Perfo1mance Measurement Period, provided that the amount of damages owing shall be adjusted to account for Replacement Product, if any, delivered after each applicable Perfo1mance Measurement Period.
Exhibit G - 1
EXHIBIT H: FORM OF COMMERCIAL OPERATION DATE CERTIFICATE This certification ("Certification") of Commercial Operation is delivered by ___ [licensed professional engineer] ("Engineer") to Redwood Coast Energy Authority ("Buyer") in accordance with the te1ms of that ce1tain Renewable Power Purchase Agreement dated [ ] ("Agreement") by and between [ ] ("Seller") and Buyer. All capitalized tenns used in this Ce1t ification but not othe1wise defined herein shall have the respective meanings assigned to such tenns in the Agreement.
As of __ [DATE] __ , Engineer hereby certifies and represents to Buyer the following:
1. The Facility is fully operational, reliable and interconnected, and is fully integrated and synchronized with the Transinission System.
2. The Facility has met all Interconnection Agreement requirements and is capable of delivering Facility Energy to the CAISO Balancing Authority.
3. The Installed Capacity is no less than ninety-five percent (95%) of the Guaranteed Capacity.
4. The Facility's testing included a perfo1mance test demonstrating peak electrical output of no less than ninety-five (95%) of the Guaranteed Capacity at the Delive1y Point, as adjusted for ambient conditions on the date of the Facility testing, and such peak electrical output, as adjusted, was [peak output in MW'].
5. Authorization to parallel the Facility was obtained by the Transinission Provider, [Name of Transinission Provider] on [DATE]
6. Documentation supporting full unrestricted release for Commercial Operation was provided by [Name ofTransinission Provider] on __ [DATE] __ .
7. The CAISO has provided notification suppo1ting Commercial Operation, m accordance with the CAISO Tariff on __ [DA TE~] __
EXECUTED by [LICENSED PROFESSIONAL ENGINEER]
this ____ day of ______ , 20_ .
[LICENSED PROFESSIONAL ENGINEER]
By: ______________ _
Its:
---------------
Date:
------------
Exhibit H- 1
Exhibit H- 2
EXHIBIT I: FORM OF INSTALLED CAP A CITY CERTIFICATE
This ce1iification ("Certification") of Installed Capacity is delivered by [licensed professional engineer] ("Engineer") to Redwood Coast Energy Authority ("Buyer") in accordance with the tenns of that ce1iain Renewable Power Purchase Agreement dated [ ] ("Agreement") by and between [ ] and Buyer. All capitalized terms used in this Ce1iification but not othe1wise defined herein shall have the respective meanings assigned to such tenns in the Agreement.
I hereby ce1iify the perfo1mance test for the Facility demonstrated peak electrical output of_ MW AC at the Delive1y Point, as adjusted for ambient conditions on the date of the perfo1mance test ("Installed Capacity").
EXECUTED by [LICENSED PROFESSIONAL ENGINEER]
this ____ day of ______ , 20_ .
[LICENSED PROFESSIONAL ENGINEER]
By: _____________ _
Its: ---------------
Date: -----------
Exhibit I - 1
EXHIBIT J: FORM OF CONSTRUCTION START DATE CERTIFICATE
This ce1tification of Construction Sta1t Date ("Ce1tification") is delivered by [ ] ("Seller") to Redwood Coast Energy Authority, a California joint powers authority ("Buyer") in accordance with the te1ms of that certain Renewable Power Pm-chase Agreement dated _____ ("Agreement") by and between Seller and Buyer. All capitalized te1ms used in this Ce1t ification but not othe1wise defined herein shall have the respective meanings assigned to such tenns in the Agreement.
Seller hereby certifies and represents to Buyer the following:
1. Construction Stait (as defined in Exhibit B of the Agreement) has occmred on _____ (the "Construction Start Date"), and a copy of the full notice to proceed that Seller issued to its contr·actor as pali of Construction Start is attached hereto; and
2. The precise Site on which the Facility is located is within the boundaries of the following APNs (such description shall amend the description of the Site in Exhibit A):
IN WITNESS WHEREOF, the undersigned has executed this Ceitification on behalf of Seller as of the _ day of __ _
[ SELLER ENTITY]
By: ___________ _
Its: ______________ _
Date:
--------------
Exhibit J - 1
EXIDBIT K: FORM OF LETTER OF CREDIT
[Issuing Bank Letterhead and Address]
IRREVOCABLE ST AND BY LETTER OF CREDIT NO. [XXXXXXX]
Date:
Beneficiaiy:
Ladies and Gentlemen:
Bank Ref.:
Amount: US$[XXXXXXXX]
Expiiy Date:
By the order of ____ ("Applicant"), we, [inse1i bank name and address] ("Issuer") hereby issue our In-evocable Standby Letter of Credit No. [XXXXXXX] (the "Letter of Credit") in favor of [ ] ("Beneficiaiy"), for an amount not to exceed the aggregate sum of U.S. $[:XXXXXX] (United States Dollai·s [XXXXX] and 00/100), pursuant to that ce1iain Renewable Power Purchase Agreement dated as of ___ and as amended (the "Agreement") between Applicant and Beneficiaiy. This Letter of Credit shall become effective immediately and shall expii·e on ______ , 202_.
Funds under this Letter of Credit ai·e available to you against your draft(s) drawn on us at sight, mai·ked thereon Letter of Credit No. [XXXXXXX] accompanied by the following documents:
1. the original of this Letter of Credit and its amendments, if any;
2. Your dated statement pmportedly signed by your duly authorized representative, in the fo1m attached hereto as Exhibit A, containing one of the two alternative pai·agraphs set fo1ih in pai·agraph 2 therein.
We will return the original of this Letter of Credit back to the Beneficia1y after our endorsement on this Letter of Credit of our payment of each draft, provided there is balance undrawn under the Letter of Credit.
We hereby agree with the Beneficia1y that all drafts drawn under and in compliance with the te1ms of this Letter of Credit will be duly honored upon presentation to the drawee at [insert bank address]. Payment shall be made by Issuer in U.S. dollars with Issuer's own immediately available funds.
Exhibit K- 1
Paiiial draws are pennitted under this Letter of Credit.
It is a condition of this Letter of Credit that it shall be deemed automatically extended without an amendment for a one yeai· period beginning on the present expiiy date hereof and upon each anniversaiy for such date, unless at least ninety (90) days prior to any such expiiy date we have sent to you written notice by overnight courier service to the above address that we elect not to extend this Letter of Credit, in which case it will expire on its the date specified in such notice; provided that in no event shall the Letter of Credit be extended beyond the final expii·ation date referenced in the pai·agraph below. No presentation made under this Letter of Credit after such expiiy date will be honored.
The final expii·ation date of this Letter of Credit is [XXXXXXXXX]. Upon this final expii·ation date, this Letter of Credit shall automatically become null and void whether or not the original of this Letter of Credit has been returned to us for cancellation and presentation made under this Letter of Credit after such date will not be honored.
Notwithstanding any reference in this Letter of Credit to any other documents, instnnnents or agreements, this Letter of Credit contains the entii·e agreement between Beneficiaiy and Issuer relating to the obligations of Issuer hereunder.
This Letter of Credit is subject to the Unifo1m Customs and Practice for Documentaiy Credits (2007 Revision) International Chainber of Commerce Publication No. 600 (the "UCP"), except to the extent that the tenns hereof are inconsistent with the provisions of the UCP, including but not limited to Aliicles 14(b) and 36 of the UCP, in which case the te1ms of this Letter of Credit shall govern. If, for any of the reasons specified in Aliicle 36 of the UCP, the Issuer's place for presentation of the Letter of Credit is closed for business on the last day for presentation, the expiiy date of the Letter of Credit will be automatically extended without ainendment to a date thii·ty (30) calenda.r days after the place for presentation reopens for business.
Please address all correspondence regai·ding this Letter of Credit to the attention of the Trade Services Department at [inse1i bank address infonnation], refen-ing specifically to Issuer's Letter of Credit No. [XXXXXXX]. For telephone assistance, please conta.ct Issuer's Trade Services Depai·tment at [XXX-XXX-XXXX] and have this Letter of Credit available. [Bank N aine]
[Inse1i officer naine]
[Inse1i officer title]
Exhibit K- 2
(DRAW REQUEST SHOULD BE ON BENEFICIARY'S LETTERHEAD)
Drawing Certificate
[Inse1t Bank Name and Address]
Ladies and Gentlemen:
The undersigned, a duly authorized representative of [ ], as beneficiaiy (the "Beneficiaiy") of the hTevocable Letter of Credit No. [XXXXXXX] (the "Letter of Credit") issued by [insert bank name] (the "Bank") by order of ____ (the "Applicant"), hereby ce1tifies to the Bank as follows:
1. Applicant and Beneficiaiy ai·e paity to that ce1tain Renewable Power Purchase Agreement dated as of _____ , 20_ (the "Agreement").
2. Beneficiaiy is making a drawing under this Letter of Credit in the amount of U.S. $ _____ because a Seller Event of Default (as such tenn is defined in the Agreement) has occmTed.
3. The undersigned is a duly authorized representative of._[ _ __,] and is authorized to execute and deliver this Drawing Certificate on behalf of Beneficiaiy.
You are hereby directed to make payment of the requested ainount to ._[ _ __,] by wire transfer in immediately available funds to the following account:
[Specify account infonnation]
Naine and Title of Authorized Representative
Date ------------
Exhibit K - 3
EXHIBIT L: FACILITY SAFETY PLAN AND DOCUMENTATION
Part One: Safety Requirements and Safety Programs
Identify the applicable safety-related codes, standards, and regulations (CSR) which govern the design, const111ction, operation, maintenance, and decommissioning of the Facility using the proposed technology.
Describe the Seller's and the Seller's Contractor(s)' safety programs and policies. Describe Seller's compliance with any safety-related industry standards or any industry ce1i ifications (CPUC General Order 167, American National Standards Institute (ANSI), International Organization for Standardization (ISO), etc.), as applicable, including Seller's compliance with the National Fire Protection Association's 855 standard and any other relevant fire codes.
Part Two: Facility Design and Description
Describe Seller's safety engineering approach to select equipment and design systems for the Facility to reduce risks and mitigate the impacts of safety-related incidents, including cascading failures, excessive temperatures, thennal 111naways, fires, explosions, disk fractures, hazardous chemical releases.
Describe the results of any failure mode effects analyses (FMEA) or similar safety engineering evaluations. In the case of lithium ion batteries, describe the safety-related reasons, including design features and historical safety records, for selecting particular anode and cathode materials and a paii icular manufacturer.
Provide a safety review repo1i for each product class and a list of major Facility components, systems, materials, and associated equipment, which includes but is not limited to, the following infonnation:
a) Equipment manufacturer's datasheet, model numbers, etc., b) Technical specifications,
c) Equipment safety-related ce1iifications (e.g. UL),
d) Safety-related systems, and
e) Approximate volumes and types of Hazardous Materials expected to be on Site.
Part Three: Facility Safety Management
Include a hazard mitigation analysis (HM.A) that identifies and describes any hazards and risks to life, safety, public health, prope1iy, or the environment due to or arising from the Facility. Describe the Seller's applicable site-specific safety plans, risk mitigation, Safeguai·ds and layers of protection, including but not necessarily limited to:
a) Engineering cont:I'ols,
b) Work practices,
c) Administ:I'ative cont:I'ols,
d) Personal protective equipment and procedures,
e) Incident response and recove1y plans,
f) Contr·actor pre-qualification and management,
Exhibit L - 1
g) Operating procedures,
h) Emergency plans,
i) Training and qualification programs,
j) Disposal, recycle, ti·ansportation and reuse procedures, and k) Physical security measures.
Part Four: GO 167 Compliance Documents
Provide copies of all applicable documents required by GO 167 for the Facility or for Seller, including but not limited to the required Logbook, GO 167 Compliance Document, GO 167 Maintenance Plan, and GO 167 Operation Plan. Within five (5) Business Days of receipt, provide a copy of all audit documents provided by the CPUC Safety and Enforcement Division. Seller shall promptly info1m Buyer of any fines for violations or sanctions imposed by the CPUC for noncompliance with GO 167.
Exhibit L - 2
36685447v2
EXIDBIT M: FORM OF REPLACEMENT RA NOTICE
This Replacement RA Notice (this "Notice") is delivered by [ ] ("Seller") to [ ] ("Buyer") in accordance with the tenns of that ce1iain Renewable Power Purchase Agreement dated _____ ("Agreement") by and between Seller and Buyer. All capitalized tenns used in this Notice but not othe1w ise defined herein shall have the respective meanings assigned to such tenns in the Agreement.
Pursuant to Section 3.8(b) of the Agreement, Seller hereby provides the below Replacement RA product info1mation:
Unit Info1mation
'.
Name \ •••· .... /
Location / \ ··- · ..
CAISO Resource ID ·' \ ' Unit SCID "'.... - Prorated Percentage of Unit Factor .........
Resource Tvoe "' ', ~
' Point of Interconnection with the CAISO Controlled ~// Grid (substation or transmission line)
Path 26 (No1ih or South) /
Local Capacity Area (if any) ./
Deliverability restrictions, if any, as described in
most recent CAISO deliverabilitv assessment
Run Hour Restrictions
Delive1y Period ·,. •· .. /
Month CAISO Unit Unit Contract
NQC(MW) Quantity (MW)
Janua1y
Febma1y
March
Avril
May
June
July
August
September
October
November
December
ExhibitM-1
[SELLER ENTITY]
By: ____________ _
Its:
-------------
Date: ___________ _
ExhibitM-2
EXIDBIT N: NOTICES
Seller Buyer
All Notices: All Notices:
Attn: Attn:
Street: Sti·eet:
City: City:
Attn: Attn:
Phone: Phone: .·· •••••• •••••••••................
Email: Email:
Reference Numbers: Reference Numbers: ./
Duns: Duns:
Federal Tax ID Number: Federal Tax ID Number: / ·.
Invoices & Payments: Invoices & Payments:
Attn: Attn:
Phone: Phone:
Email: Email: ."~
Scheduling: Scheduling: ;
Attn: Attn:
Phone: Phone:
Email: Email:
Wire Transfer: Wire Transfer:
BNK: ,\ BNK:
ABA: ABA:
ACCT: ACCT:
Credit and Collections: . Credit and Collections:
Attn: Attn:
Phone: Phone:
Email: Email:
With additional Notices of an Event of With additional Notices of an Event of Default Default to: to:
Attn: Attn:
Phone: Phone:
Email: Email:
Emergency Contact: Emergency Contact:
Name: Name:
Phone: Phone:
Email: Email:
Exhibit N - 1
EXHIBIT 0: METERING DIAGRAM