Execution Version
RENEW ABLE ENERGY PURCHASE AND SALE AGREEMENT
4165-0693-0992.31
between
The City of Santa Clara
(d/b/a Silicon Valley Power)
and
Energia Sierra Juarez U.S., LLC
Dated: October18, 2022
RENEW ABLE ENERGY PURCHASE AND SALE AGREEMENT
between
The City of Santa Clara (d/b/a Silicon Valley Energy)
and
Energia Sierra Juarez U.S., LLC
PREAMBLE
This Renewable Energy Purchase and Sale Agreement (the "Agreement") is made and entered into this 18th day of October, 2022 (the "Effective Date"), by and between the City of Santa Clara, California, a chartered California municipal corporation doing business as Silicon Valley Power with its principal place of business located at 1500 Warburton Avenue, Santa Clara, CA 95050 ("SVP" or "Buyer"), and Energia Sierra Juarez U.S., LLC, a Delaware limited liability company with its principal place of business located at 488 8th Avenue, San Diego, CA 92101 ("Seller"). Buyer and Seller may be referred to individually as a "Party," or collectively as the "Parties." Capitalized terms in this Agreement shall have the meanings set forth in Article I.
RECITALS
WHEREAS,
A. Seller and its Affiliates are involved in developing on the Site an approximately three hundred (300) megawatt net (measured at the Delivery Point) wind-powered generating facility (the "Facility"), as more particularly described in Exhibit A; B. Seller desires to arrange for sale, and Buyer desires to purchase, on the terms set forth in this Agreement, all of the output of energy from the Facility, and all related Environmental Attributes, Capacity Attributes, and Resource Adequacy Attributes (as each term is defined herein):
C. Buyer and Seller desire to enter into this Agreement to confirm the specific terms and conditions of the purchase and sale of energy and other products from the Facility.
Now, therefore, the Parties agree as follows:
ARTICLE I
DEFINITIONS AND INTERPRETATION
Section 1.01 DEFINITIONS
The following terms, when used herein with initial capitalization, shall have the meanings set forth below:
"Acceptable Security" means Security hereunder in the form of either cash or a Letter of Credit, at Seller's election. If Seller provides cash as Acceptable Security, that cash shall be held in an escrow account pursuant to an agreement with a Qualified Issuer in the form and substance satisfactory to Buyer.
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