Common use of Additional Provisions Related to Community Renewable Energy Generation Projects Clause in Contracts

Additional Provisions Related to Community Renewable Energy Generation Projects. If the Designated System is a Community Renewable Energy Generation Project, the following shall apply: (a) the Contract Price for purposes of the first REC payment shall be further adjusted to reflect any Price Adders that may be applicable to the Community Solar Subscription Mix at the time of Energization of such Designated System. Subsequent to Energization, the quantity of RECs as well as the Contract Price used for purposes of the REC payment shall be subject to four (4) additional payment adjustments based on the information in the Community Solar Quarterly Report submitted by Seller to the IPA pursuant to Section 6.2 for each of the first four (4) full Quarterly Periods7 after Energization. For purposes of the quarterly payment adjustment, the Contract Price used for purposes of calculating REC payments shall be based on the greater of: (a) the Community Solar Subscription Mix on the last day of the preceding Quarterly Period and (b) the simple average of the fifteen (15) highest daily values observed in the preceding Quarterly Period for the Community Solar Subscription Mix as reported in the Community Solar Quarterly Report submitted by Seller to the IPA. Notwithstanding the payment adjustments described in the foregoing and for avoidance of doubt, if there is no change in the values calculated for the Contract Nameplate Capacity, Contract Capacity Factor and Contract Price between a given period and the subsequent period, then there shall be no payment adjustments pursuant to this Section 2.6(a). (b) the quantity of RECs used for purposes of the first REC payment shall be based on the percent of Actual Nameplate Capacity that has been Subscribed at the time of Energization8 of such Designated System, and which shall be subject to four (4) additional adjustments based on the information in the Community Solar Quarterly Report submitted by Seller to the IPA pursuant to Section 6.2 for each of the first four (4) full Quarterly Periods after Energization; and provided that if the Community Solar Subscription Mix is less than fifty percent (50%), the quantity of RECs used for purposes of calculating 7 For avoidance of doubt, the Quarterly Periods shall correspond to the Quarterly Periods associated with the Quarterly Payment Cycle assigned to the Designated System. 8 For avoidance of doubt, this information is submitted by Seller to the IPA as part of its ABP Part II Application requesting Energization. REC payments shall be zero (0). In the event that the Community Solar Subscription Mix calculated for the fourth full Quarterly Period after Energization for a Designated System is less than fifty percent (50%), that Designated System shall be subject to Section 2.6(c). For purposes of the quarterly payment adjustment, the quantity of RECs used for purposes of calculating REC payments shall be based on the greater of: (a) the percent of Actual Nameplate Capacity that has been Subscribed on the last day of the preceding Quarterly Period and (b) the simple average of the fifteen (15) highest daily values observed in the preceding Quarterly Period for the percent of Actual Nameplate Capacity that has been Subscribed as reported in the Community Solar Quarterly Report submitted by Seller to the IPA; (c) if the Community Solar Subscription Mix is less than fifty percent (50%) for the Quarterly Period reported in the fourth (4th) Community Solar Quarterly Report submitted by Seller to the IPA, then Seller shall be afforded one (1) Quarterly Period to cure such deficiency, which period may be extended for good cause upon request by Seller to the IPA, and the payment adjustment described in Sections 2.6(a) and 2.6(b) shall be delayed until after the conclusion of such cure period. For purposes of the deficiency cure process, Seller shall submit updated information for an additional Quarterly Period (or extended cure period approved by the IPA), in an addendum to the fourth (4th) Community Solar Quarterly Report by the tenth (10th) day of the month immediately succeeding such additional Quarterly Period or extended cure period, as applicable.‌ (i) If (A) Seller fails to submit such an addendum to the fourth (4th) Community Solar Quarterly Report or (B) the Community Solar Subscription Mix remains less than fifty percent (50%) for the additional Quarterly Period or extended cure period reported in the addendum to the fourth (4th) Community Solar Quarterly Report, then the Designated System shall be removed from this Agreement. As soon as practicable after such occurrence, the IPA shall provide to Buyer and Seller a revised Schedule A, Schedule B, Schedule C and Schedule D to the Product Order for such Designated System indicating the removal of such Designated System from the Agreement. Upon the occurrence of such failure by Seller in (A) or (B) above, Buyer shall be entitled to payment by Seller in the amount of the Collateral Requirement for such Designated System calculated at the time of the issuance of the fourth (4th) Community Solar Quarterly Report, and if payments have been made to Seller with respect to the Designated System, Seller shall make a payment adjustment to Buyer based on the Contract Price recorded at Energization and on the difference between the number of RECs used to calculate payment and the number of RECs Delivered from such Designated System.9 Buyer may draw on Seller’s Performance Assurance for purposes of the aforementioned payment adjustment.

Appears in 3 contracts

Samples: Master Renewable Energy Credit Purchase and Sale Agreement, Master Renewable Energy Credit Purchase and Sale Agreement, Renewable Energy Credit Purchase and Sale Agreement

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Additional Provisions Related to Community Renewable Energy Generation Projects. If the Designated System is a Community Renewable Energy Generation Project, the following shall apply: (a) the Contract Price for purposes of the first REC payment shall be further adjusted to reflect include any Price Adders that may be applicable to the realized Community Solar Subscription Mix at the time of Energization of such Designated System. Subsequent , and the Contract Price shall be set consistent with Section 1.22 and shall be fixed throughout the Delivery Term without further adjustments. (b) with respect to Energizationa Delivery Year, the quantity of RECs as well as the Contract Price used eligible for purposes of the REC payment shall be subject to four (4) additional payment adjustments based on the information in the Community Solar Quarterly Report submitted by Seller to the IPA pursuant to Section 6.2 for each of the first four (4) full Quarterly Periods7 after Energization. For purposes of the quarterly payment adjustment, the Contract Price used for purposes of calculating REC payments shall be based on the greater of: of (a) the Community Solar Subscription Mix on the last day of the preceding Quarterly Period and (b) the simple average of the fifteen (15) highest daily values observed in the preceding Quarterly Period for the Community Solar Subscription Mix as reported in the Community Solar Quarterly Report submitted by Seller to the IPA. Notwithstanding the payment adjustments described in the foregoing and for avoidance of doubt, if there is no change in the values calculated for the Contract Nameplate Capacity, Contract Capacity Factor and Contract Price between a given period and the subsequent period, then there shall be no payment adjustments pursuant to this Section 2.6(a). (b) the quantity of RECs used for purposes of the first REC payment shall be based on the percent of Actual Nameplate Capacity that has been Subscribed at the time of Energization8 of such Designated System, and which shall be subject to four (4) additional adjustments based on the information in the Community Solar Quarterly Report submitted by Seller to the IPA pursuant to Section 6.2 for each of the first four (4) full Quarterly Periods after Energization; and provided that if the Community Solar Subscription Mix is less than fifty percent (50%), the quantity of RECs used for purposes of calculating 7 For avoidance of doubt, the Quarterly Periods shall correspond to the Quarterly Periods associated with the Quarterly Payment Cycle assigned to the Designated System. 8 For avoidance of doubt, this information is submitted by Seller to the IPA as part of its ABP Part II Application requesting Energization. REC payments shall be zero (0). In the event that the Community Solar Subscription Mix calculated for the fourth full Quarterly Period after Energization for a Designated System is less than fifty percent (50%), that Designated System shall be subject to Section 2.6(c). For purposes of the quarterly payment adjustment, the quantity of RECs used for purposes of calculating REC payments shall be based on the greater of: (ai) the percent of Actual Nameplate Capacity that has been Subscribed as observed on the last day first Business Day of the preceding Quarterly Period June and (bii) the simple average of the fifteen (15) highest daily values observed in the preceding Quarterly Period for the percent of Actual Nameplate Capacity that has been Subscribed as reported observed on the first Business Day of December of such Delivery Year subject to the payment provisions of Section 5.2. For purposes of the foregoing calculation with respect to the Delivery Year in which the Designated System is Energized (which shall apply also to RECs that have been Delivered prior to Energization pursuant to Section 2.3(f)(i)), the quantity of RECs eligible for payment shall be based on the greater of: (i) the percent of Actual Nameplate Capacity that has been Subscribed as observed at Energization, as indicated in Schedule B to the Product Order; or (ii) the percent of Actual Nameplate Capacity that has been Subscribed as observed on the first Business Day of December of such Delivery Year, if available, subject to the payment provisions of Section 5.2. The Subscription calculated in the Community Solar Quarterly Report submitted by Seller foregoing shall be deemed as the Subscription to be applied for the IPA; (c) Delivery Year. Notwithstanding the foregoing, if the Community Solar Subscription Mix is less than fifty percent (50%) for as observed on the Quarterly Period reported in first Business Day of June and the fourth (4th) Community Solar Quarterly Report submitted by Seller to the IPAfirst Business Day of December of a Delivery Year, then Seller the Subscription shall be afforded one deemed to be zero percent (10%) Quarterly Period to cure for such deficiency, which period may be extended for good cause upon request by Seller to the IPA, Delivery Year and the payment adjustment described quantity of RECs used for purposes of calculating REC payments in Sections 2.6(a) and 2.6(b) such Delivery Year shall be delayed until after zero (0); further, if the conclusion percent of Actual Nameplate Capacity that has been Subscribed is at least ninety percent (90%) as observed on the first Business Day of June or the first Business Day of December of a Delivery Year, then the Subscription shall be deemed to be one-hundred percent (100%) for such cure periodDelivery Year. (c) all Ineligible RECs that are Delivered under the Standing Order shall be returned from Buyer to Seller in accordance with Section 4.2(e); such Ineligible RECs are the exclusive property of Seller, to be utilized in Seller’s sole discretion. For purposes avoidance of the deficiency cure processdoubt, Seller shall submit updated information for an additional Quarterly Period (or extended cure period approved by the IPA), in an addendum to the fourth (4th) Community Solar Quarterly Report by the tenth (10th) day of the month immediately succeeding such additional Quarterly Period or extended cure period, as applicable.‌ (i) If (A) Seller fails to submit such an addendum to the fourth (4th) Community Solar Quarterly Report or (B) if the Community Solar Subscription Mix remains is less than fifty percent (50%) for as observed on both the additional Quarterly Period or extended cure period reported in first Business Day of June and the addendum to the fourth (4th) Community Solar Quarterly Reportfirst Business Day of December of a Delivery Year, then the Designated System percent of Actual Nameplate Capacity that is Subscribed is deemed to be zero percent (0%) and all the RECs Delivered in the Delivery Year shall be removed returned from this Agreement. As soon as practicable after Buyer to Seller and Buyer shall not pay for such occurrence, RECs. (d) the Parties acknowledge and agree that the IPA shall provide have the right to Buyer and Seller a revised Schedule A, Schedule B, Schedule C and Schedule D to the Product Order for such Designated System indicating the removal of such Designated System obtain Subscription information from the Agreement. Upon the occurrence of such failure by Seller in (A) or (B) above, Buyer shall be entitled to payment by Seller in the amount of the Collateral Requirement for such Designated System calculated at the time of the issuance of the fourth (4th) Community Solar Quarterly Report, and if payments have been made to Seller with respect to the Designated System, Seller shall make a payment adjustment to Buyer based on the Contract Price recorded at Energization and on the difference between the number of RECs used to calculate payment and the number of RECs Delivered from such Designated System.9 Buyer may draw on Seller’s Performance Assurance for purposes of the aforementioned payment adjustmentinterconnecting utility.

Appears in 2 contracts

Samples: Renewable Energy Credit Purchase and Sale Agreement, Renewable Energy Credit Purchase and Sale Agreement

Additional Provisions Related to Community Renewable Energy Generation Projects. If the Designated System is a Community Renewable Energy Generation Project, the following shall apply: (a) : the Contract Price for purposes of the first REC payment shall be set consistent with Section 1.24 and shall be fixed throughout the Delivery Term without further adjusted adjustments. with respect to reflect any Price Adders that may be applicable to the Community Solar Subscription Mix at the time of Energization of such Designated System. Subsequent to Energizationa Delivery Year, the quantity of RECs as well as the Contract Price used eligible for purposes of the REC payment shall be subject to four (4) additional payment adjustments based on the information in the Community Solar Quarterly Report submitted by Seller to the IPA pursuant to Section 6.2 for each of the first four (4) full Quarterly Periods7 after Energization. For purposes of the quarterly payment adjustment, the Contract Price used for purposes of calculating REC payments shall be based on the greater of: of (a) the Community Solar Subscription Mix on the last day of the preceding Quarterly Period and (b) the simple average of the fifteen (15) highest daily values observed in the preceding Quarterly Period for the Community Solar Subscription Mix as reported in the Community Solar Quarterly Report submitted by Seller to the IPA. Notwithstanding the payment adjustments described in the foregoing and for avoidance of doubt, if there is no change in the values calculated for the Contract Nameplate Capacity, Contract Capacity Factor and Contract Price between a given period and the subsequent period, then there shall be no payment adjustments pursuant to this Section 2.6(a). (b) the quantity of RECs used for purposes of the first REC payment shall be based on the percent of Actual Nameplate Capacity that has been Subscribed at the time of Energization8 of such Designated System, and which shall be subject to four (4) additional adjustments based on the information in the Community Solar Quarterly Report submitted by Seller to the IPA pursuant to Section 6.2 for each of the first four (4) full Quarterly Periods after Energization; and provided that if the Community Solar Subscription Mix is less than fifty percent (50%), the quantity of RECs used for purposes of calculating 7 For avoidance of doubt, the Quarterly Periods shall correspond to the Quarterly Periods associated with the Quarterly Payment Cycle assigned to the Designated System. 8 For avoidance of doubt, this information is submitted by Seller to the IPA as part of its ABP Part II Application requesting Energization. REC payments shall be zero (0). In the event that the Community Solar Subscription Mix calculated for the fourth full Quarterly Period after Energization for a Designated System is less than fifty percent (50%), that Designated System shall be subject to Section 2.6(c). For purposes of the quarterly payment adjustment, the quantity of RECs used for purposes of calculating REC payments shall be based on the greater of: (ai) the percent of Actual Nameplate Capacity that has been Subscribed as observed on the last day first Business Day of the preceding Quarterly Period June and (bii) the simple average of the fifteen (15) highest daily values observed in the preceding Quarterly Period for the percent of Actual Nameplate Capacity that has been Subscribed as reported observed on the first Business Day of December of such Delivery Year subject to the payment provisions of Section 5.2. For purposes of the foregoing calculation with respect to the Delivery Year in which the Designated System is Energized (which shall apply also to RECs that have been Delivered prior to Energization pursuant to Section 2.3(f)(i)), the quantity of RECs eligible for payment shall be based on the greater of: (i) the percent of Actual Nameplate Capacity that has been Subscribed as observed at Energization, as indicated in Schedule B to the Product Order; or (ii) the percent of Actual Nameplate Capacity that has been Subscribed as observed on the first Business Day of December of such Delivery Year, if available, subject to the payment provisions of Section 5.2. The Subscription calculated in the Community Solar Quarterly Report submitted by Seller foregoing shall be deemed as the Subscription to be applied for the IPA; (c) Delivery Year. Notwithstanding the foregoing, if the Community Solar Subscription Mix is less than fifty percent (50%) for as observed on the Quarterly Period reported in first Business Day of June and the fourth (4th) Community Solar Quarterly Report submitted by Seller to the IPAfirst Business Day of December of a Delivery Year, then Seller the Subscription shall be afforded one deemed to be zero percent (10%) Quarterly Period to cure for such deficiency, which period may be extended for good cause upon request by Seller to the IPA, Delivery Year and the payment adjustment described quantity of RECs used for purposes of calculating REC payments in Sections 2.6(a) and 2.6(b) such Delivery Year shall be delayed until after zero (0); further, if the conclusion percent of Actual Nameplate Capacity that has been Subscribed is at least ninety percent (90%) as observed on the first Business Day of June or the first Business Day of December of a Delivery Year, then the Subscription shall be deemed to be one-hundred percent (100%) for such cure periodDelivery Year. all Ineligible RECs that are Delivered under the Standing Order shall be returned from Buyer to Seller in accordance with Section 4.2(e); such Ineligible RECs are the exclusive property of Seller, to be utilized in Seller’s sole discretion. For purposes avoidance of the deficiency cure processdoubt, Seller shall submit updated information for an additional Quarterly Period (or extended cure period approved by the IPA), in an addendum to the fourth (4th) Community Solar Quarterly Report by the tenth (10th) day of the month immediately succeeding such additional Quarterly Period or extended cure period, as applicable.‌ (i) If (A) Seller fails to submit such an addendum to the fourth (4th) Community Solar Quarterly Report or (B) if the Community Solar Subscription Mix remains is less than fifty percent (50%) for as observed on both the additional Quarterly Period or extended cure period reported first Business Day of June and the first Business Day of December of a Delivery Year, then the percent of Actual Nameplate Capacity that is Subscribed is deemed to be zero percent (0%) and all the RECs Delivered in the addendum Delivery Year shall be returned from Buyer to Seller and Buyer shall not pay for such RECs. the Parties acknowledge and agree that the IPA shall have the right to obtain Subscription information from the interconnecting utility. if the Community Renewable Energy Generation Project is designated as a School Project in Schedule A to the fourth (4th) Community Solar Quarterly ReportProduct Order, then (i) the percent of Actual Nameplate Capacity that has been Subscribed by a public school as observed on the first Business Day of June or (ii) the percent of Actual Nameplate Capacity that has been Subscribed by a public school as observed on the first Business Day of December must be at least ten percent (10%). If the percent of Actual Nameplate Capacity that has been Subscribed by a public school is less than ten percent (10%) as observed on both the first Business Day of June and the first Business Day of December of a Delivery Year, then the percent of Actual Nameplate Capacity that is Subscribed is deemed to be zero percent (0%) and all the RECs Delivered in the Delivery Year shall be returned from Buyer to Seller and Buyer shall not pay for such RECs. Other Commitments. A Designated System may receive additional points during project selection under the Applicable Program for other attributes of the Designated System as proposed by Seller in its ABP Part I Application. In the event that Seller fails to demonstrate, and the IPA is unable to verify, fulfillment of such attributes in connection with the IPA’s review of the ABP Part II Application of such Designated System, the Designated System shall be removed from this Agreement. As soon Further, if a Designated System that is a Community Renewable Energy Generation Project has received additional point(s) during project selection due to a commitment to utilize agrivoltaics or dual use solar, such commitment must be maintained through the end of the Delivery Term of such Designated System. Upon the occurrence of such failure by Seller, Buyer shall be entitled to payment by Seller in the amount of the Collateral Requirement calculated for such Designated System at the point of such failure as practicable determined by the IPA. Any RECs, if Delivered after the point of such occurrencefailure as determined by the IPA, shall be deemed non-compliant RECs ineligible for payment; and any payments made for such ineligible RECs shall be returned by Seller to Buyer. Further, if Seller has received any Advance of Capital, Seller shall return such Advance of Capital in accordance with Section 5.6. In the case of a Designated System removal contemplated in this Section 2.7(a), the IPA shall provide to Buyer and Seller a revised Schedule A, A (and Schedule B, if applicable), Schedule C and Schedule D to the Product Order for such Designated System indicating the removal of such Designated System from the Agreement. Upon Incorporation of Product Orders. This Agreement may include multiple Transactions. The date the occurrence ICC approves a Transaction shall constitute the “Trade Date” indicated in the Product Order for such Transaction. The terms of such failure by Seller a Transaction are as specified in (A) or (B) abovethis Agreement and in a Product Order. For each Transaction, Buyer and Seller shall be entitled to payment by Seller execute a Product Order substantially in the amount form of Exhibit A to this Agreement within seven (7) Business Days of Seller’s receipt of the Collateral Requirement Product Order to confirm the terms of the Transaction. Each Transaction may include multiple Designated Systems. For a Designated System that is approved by the ICC for inclusion in this Agreement, the IPA shall prepare and complete Schedule A to the Product Order for such Designated System, which includes summary information of such Designated System calculated at as proposed by Seller. Once a Designated System is Energized, the time of IPA shall prepare and complete Schedule B to the issuance of the fourth (4th) Community Solar Quarterly ReportProduct Order for such Designated System, and if payments have been made to Seller with respect which includes updated summary information related to the Designated System, Seller and which shall make be the basis for determining applicable payments under this Agreement. Schedule C to a payment adjustment to Buyer based on the Contract Price recorded at Energization and on the difference between the number of RECs used to calculate payment and the number of RECs Delivered from such Designated System.9 Buyer may draw on Seller’s Performance Assurance for purposes Product Order provides a summary of the aforementioned payment adjustmentstatus of all Designated Systems included in such Product Order. Once a Designated System is removed pursuant to the terms of this Agreement, Schedule D to a Product Order is prepared to memorialize such removal and to provide information related to the predicate event that gave rise to the removal of that Designated System. (Each of Schedule A and Schedule B to the Product Order may contain elections to indicate the applicability of certain requirements set forth in the Applicable Program. For avoidance of doubt, the failure to reflect such elections in the schedules shall not nullify the applicability of the requirements set forth in the Applicable Program.)

Appears in 1 contract

Samples: Master Renewable Energy Credit Purchase and Sale Agreement

Additional Provisions Related to Community Renewable Energy Generation Projects. 4 For avoidance of doubt, the relevant REC price shall be the REC price associated with the same Class of Resource and category under the ABP as determined by the IPA and as may be adjusted pursuant to the IPA Act. If the Designated System is a Community Renewable Energy Generation Project, the following shall apply: (a) the Contract Price for purposes of the first REC payment shall be further adjusted to reflect include any Price Adders that may be applicable to the realized Community Solar Subscription Mix at the time of Energization of such Designated System. Subsequent , and the Contract Price shall be set consistent with Section 1.22 and shall be fixed throughout the Delivery Term without further adjustments.‌ (b) with respect to Energizationa Delivery Year, the quantity of RECs as well as the Contract Price used eligible for purposes of the REC payment shall be subject to four (4) additional payment adjustments based on the information in the Community Solar Quarterly Report submitted by Seller to the IPA pursuant to Section 6.2 for each of the first four (4) full Quarterly Periods7 after Energization. For purposes of the quarterly payment adjustment, the Contract Price used for purposes of calculating REC payments shall be based on the greater of: of (a) the Community Solar Subscription Mix on the last day of the preceding Quarterly Period and (b) the simple average of the fifteen (15) highest daily values observed in the preceding Quarterly Period for the Community Solar Subscription Mix as reported in the Community Solar Quarterly Report submitted by Seller to the IPA. Notwithstanding the payment adjustments described in the foregoing and for avoidance of doubt, if there is no change in the values calculated for the Contract Nameplate Capacity, Contract Capacity Factor and Contract Price between a given period and the subsequent period, then there shall be no payment adjustments pursuant to this Section 2.6(a). (b) the quantity of RECs used for purposes of the first REC payment shall be based on the percent of Actual Nameplate Capacity that has been Subscribed at the time of Energization8 of such Designated System, and which shall be subject to four (4) additional adjustments based on the information in the Community Solar Quarterly Report submitted by Seller to the IPA pursuant to Section 6.2 for each of the first four (4) full Quarterly Periods after Energization; and provided that if the Community Solar Subscription Mix is less than fifty percent (50%), the quantity of RECs used for purposes of calculating 7 For avoidance of doubt, the Quarterly Periods shall correspond to the Quarterly Periods associated with the Quarterly Payment Cycle assigned to the Designated System. 8 For avoidance of doubt, this information is submitted by Seller to the IPA as part of its ABP Part II Application requesting Energization. REC payments shall be zero (0). In the event that the Community Solar Subscription Mix calculated for the fourth full Quarterly Period after Energization for a Designated System is less than fifty percent (50%), that Designated System shall be subject to Section 2.6(c). For purposes of the quarterly payment adjustment, the quantity of RECs used for purposes of calculating REC payments shall be based on the greater of: (ai) the percent of Actual Nameplate Capacity that has been Subscribed as observed on the last day first Business Day of the preceding Quarterly Period June and (bii) the simple average of the fifteen (15) highest daily values observed in the preceding Quarterly Period for the percent of Actual Nameplate Capacity that has been Subscribed as reported observed on the first Business Day of December of such Delivery Year subject to the payment provisions of Section 5.2. For purposes of the foregoing calculation with respect to the Delivery Year in which the Designated System is Energized (which shall apply also to RECs that have been Delivered prior to Energization pursuant to Section 2.3(f)(i)), the quantity of RECs eligible for payment shall be based on the greater of: (i) the percent of Actual Nameplate Capacity that has been Subscribed as observed at Energization, as indicated in Schedule B to the Product Order; or (ii) the percent of Actual Nameplate Capacity that has been Subscribed as observed on the first Business Day of December of such Delivery Year, if available, subject to the payment provisions of Section 5.2. The Subscription calculated in the Community Solar Quarterly Report submitted by Seller foregoing shall be deemed as the Subscription to be applied for the IPA; (c) Delivery Year. Notwithstanding the foregoing, if the Community Solar Subscription Mix is less than fifty percent (50%) for as observed on the Quarterly Period reported in first Business Day of June and the fourth (4th) Community Solar Quarterly Report submitted by Seller to the IPAfirst Business Day of December of a Delivery Year, then Seller the Subscription shall be afforded one deemed to be zero percent (10%) Quarterly Period to cure for such deficiency, which period may be extended for good cause upon request by Seller to the IPA, Delivery Year and the payment adjustment described quantity of RECs used for purposes of calculating REC payments in Sections 2.6(a) and 2.6(b) such Delivery Year shall be delayed until after zero (0); further, if the conclusion percent of Actual Nameplate Capacity that has been Subscribed is at least ninety percent (90%) as observed on the first Business Day of June or the first Business Day of December of a Delivery Year, then the Subscription shall be deemed to be one-hundred percent (100%) for such cure periodDelivery Year.‌ (c) all Ineligible RECs that are Delivered under the Standing Order shall be returned from Buyer to Seller in accordance with Section4.2(e); such Ineligible RECs are the exclusive property of Seller, to be utilized in Seller’s sole discretion. For purposes avoidance of the deficiency cure processdoubt, Seller shall submit updated information for an additional Quarterly Period (or extended cure period approved by the IPA), in an addendum to the fourth (4th) Community Solar Quarterly Report by the tenth (10th) day of the month immediately succeeding such additional Quarterly Period or extended cure period, as applicable.‌ (i) If (A) Seller fails to submit such an addendum to the fourth (4th) Community Solar Quarterly Report or (B) if the Community Solar Subscription Mix remains is less than fifty percent (50%) for as observed on both the additional Quarterly Period or extended cure period reported in first Business Day of June and the addendum to the fourth (4th) Community Solar Quarterly Reportfirst Business Day of December of a Delivery Year, then the Designated System percent of Actual Nameplate Capacity that is Subscribed is deemed to be zero percent (0%) and all the RECs Delivered in the Delivery Year shall be removed returned from this Agreement. As soon as practicable after Buyer to Seller and Buyer shall not pay for such occurrence, RECs. (d) the Parties acknowledge and agree that the IPA shall provide have the right to Buyer and Seller a revised Schedule A, Schedule B, Schedule C and Schedule D to the Product Order for such Designated System indicating the removal of such Designated System obtain Subscription information from the Agreement. Upon the occurrence of such failure by Seller in (A) or (B) above, Buyer shall be entitled to payment by Seller in the amount of the Collateral Requirement for such Designated System calculated at the time of the issuance of the fourth (4th) Community Solar Quarterly Report, and if payments have been made to Seller with respect to the Designated System, Seller shall make a payment adjustment to Buyer based on the Contract Price recorded at Energization and on the difference between the number of RECs used to calculate payment and the number of RECs Delivered from such Designated System.9 Buyer may draw on Seller’s Performance Assurance for purposes of the aforementioned payment adjustmentinterconnecting utility.

Appears in 1 contract

Samples: Master Renewable Energy Credit Purchase and Sale Agreement

Additional Provisions Related to Community Renewable Energy Generation Projects. If the Designated System is a Community Renewable Energy Generation Project, the following shall apply: (a) the Contract Price for purposes of the first REC payment shall be further adjusted to reflect include any Price Adders that may be applicable to the realized Community Solar Subscription Mix at the time of Energization of such Designated System. Subsequent , and the Contract Price shall be set consistent with Section 1.22 and shall be fixed throughout the Delivery Term without further adjustments. (b) with respect to Energizationa Delivery Year, the quantity of RECs as well as the Contract Price used eligible for purposes of the REC payment shall be subject to four (4) additional payment adjustments based on the information in the Community Solar Quarterly Report submitted by Seller to the IPA pursuant to Section 6.2 for each of the first four (4) full Quarterly Periods7 after Energization. For purposes of the quarterly payment adjustment, the Contract Price used for purposes of calculating REC payments shall be based on the greater of: of (a) the Community Solar Subscription Mix on the last day of the preceding Quarterly Period and (b) the simple average of the fifteen (15) highest daily values observed in the preceding Quarterly Period for the Community Solar Subscription Mix as reported in the Community Solar Quarterly Report submitted by Seller to the IPA. Notwithstanding the payment adjustments described in the foregoing and for avoidance of doubt, if there is no change in the values calculated for the Contract Nameplate Capacity, Contract Capacity Factor and Contract Price between a given period and the subsequent period, then there shall be no payment adjustments pursuant to this Section 2.6(a). (b) the quantity of RECs used for purposes of the first REC payment shall be based on the percent of Actual Nameplate Capacity that has been Subscribed at the time of Energization8 of such Designated System, and which shall be subject to four (4) additional adjustments based on the information in the Community Solar Quarterly Report submitted by Seller to the IPA pursuant to Section 6.2 for each of the first four (4) full Quarterly Periods after Energization; and provided that if the Community Solar Subscription Mix is less than fifty percent (50%), the quantity of RECs used for purposes of calculating 7 For avoidance of doubt, the Quarterly Periods shall correspond to the Quarterly Periods associated with the Quarterly Payment Cycle assigned to the Designated System. 8 For avoidance of doubt, this information is submitted by Seller to the IPA as part of its ABP Part II Application requesting Energization. REC payments shall be zero (0). In the event that the Community Solar Subscription Mix calculated for the fourth full Quarterly Period after Energization for a Designated System is less than fifty percent (50%), that Designated System shall be subject to Section 2.6(c). For purposes of the quarterly payment adjustment, the quantity of RECs used for purposes of calculating REC payments shall be based on the greater of: (ai) the percent of Actual Nameplate Capacity that has been Subscribed as observed on the last day first Business Day of the preceding Quarterly Period June and (bii) the simple average of the fifteen (15) highest daily values observed in the preceding Quarterly Period for the percent of Actual Nameplate Capacity that has been Subscribed as reported observed on the first Business Day of December of such Delivery Year subject to the payment provisions of Section 5.2. For purposes of the foregoing calculation with respect to the Delivery Year in which the Designated System is Energized (which shall apply also to RECs that have been Delivered prior to Energization pursuant to Section 2.3(f)(i)), the quantity of RECs eligible for payment shall be based on the greater of: (i) the percent of Actual Nameplate Capacity that has been Subscribed as observed at Energization, as indicated in Schedule B to the Product Order; or (ii) the percent of Actual Nameplate Capacity that has been Subscribed as observed on the first Business Day of December of such Delivery Year, if available, subject to the payment provisions of Section 5.2. The Subscription calculated in the Community Solar Quarterly Report submitted by Seller foregoing shall be deemed as the Subscription to be applied for the IPA; (c) Delivery Year. Notwithstanding the foregoing, if the Community Solar Subscription Mix is less than fifty percent (50%) for as observed on the Quarterly Period reported in first Business Day of June and the fourth (4th) Community Solar Quarterly Report submitted by Seller to the IPAfirst Business Day of December of a Delivery Year, then Seller the Subscription shall be afforded one deemed to be zero percent (10%) Quarterly Period to cure for such deficiency, which period may be extended for good cause upon request by Seller to the IPA, Delivery Year and the payment adjustment described quantity of RECs used for purposes of calculating REC payments in Sections 2.6(a) and 2.6(b) such Delivery Year shall be delayed until after zero (0); further, if the conclusion percent of Actual Nameplate Capacity that has been Subscribed is at least ninety percent (90%) as observed on the first Business Day of June or the first Business Day of December of a Delivery Year, then the Subscription shall be deemed to be one-hundred percent (100%) for such cure periodDelivery Year. (c) all Ineligible RECs that are Delivered under the Standing Order shall be returned from Buyer to Seller in accordance with Section 4.2(e); such Ineligible RECs are the exclusive property of Seller, to be utilized in Seller’s sole discretion. For purposes avoidance of the deficiency cure processdoubt, Seller shall submit updated information for an additional Quarterly Period (or extended cure period approved by the IPA), in an addendum to the fourth (4th) Community Solar Quarterly Report by the tenth (10th) day of the month immediately succeeding such additional Quarterly Period or extended cure period, as applicable.‌ (i) If (A) Seller fails to submit such an addendum to the fourth (4th) Community Solar Quarterly Report or (B) if the Community Solar Subscription Mix remains is less than fifty percent (50%) for as observed on both the additional Quarterly Period or extended cure period reported in first Business Day of June and the addendum to the fourth (4th) Community Solar Quarterly Reportfirst Business Day of December of a Delivery Year, then the Designated System percent of Actual Nameplate Capacity that is Subscribed is deemed to be zero percent (0%) and all the RECs Delivered in the Delivery Year shall be removed returned from this Agreement. As soon as practicable after Buyer to Seller and Buyer shall not pay for such occurrence, RECs. (d) the Parties acknowledge and agree that the IPA shall provide have the right to Buyer and Seller a revised Schedule A, Schedule B, Schedule C and Schedule D to the Product Order for such Designated System indicating the removal of such Designated System obtain Subscription information from the Agreement. Upon the occurrence of such failure by Seller in (A) or (B) above, Buyer shall be entitled to payment by Seller in the amount of the Collateral Requirement for such Designated System calculated at the time of the issuance of the fourth (4th) Community Solar Quarterly Report, and if payments have been made to Seller with respect to the Designated System, Seller shall make a payment adjustment to Buyer based on the Contract Price recorded at Energization and on the difference between the number of RECs used to calculate payment and the number of RECs Delivered from such Designated System.9 Buyer may draw on Seller’s Performance Assurance for purposes of the aforementioned payment adjustmentinterconnecting utility.

Appears in 1 contract

Samples: Renewable Energy Credit Purchase and Sale Agreement

Additional Provisions Related to Community Renewable Energy Generation Projects. If the Designated System is a Community Renewable Energy Generation Project, the following shall apply: (a) the Contract Price for purposes of the first REC payment shall be further adjusted to reflect any Price Adders that may be applicable to the Community Solar Subscription Mix at the time of Energization of such Designated System. Subsequent subsequent to Energization, the quantity of RECs as well as the Contract Price used for purposes of the REC payment shall be subject to four (4) additional payment adjustments as hereinafter provided based on the information in the Community Solar Quarterly Report submitted by Seller to the IPA pursuant to Section 6.2 for each of the first four (4) full Quarterly Periods7 Periods8 after Energization. For purposes of the quarterly payment adjustment, the Contract Price used for purposes of calculating REC payments shall be based on the greater of: (a) the Community Solar Subscription Mix on the last day of the preceding Quarterly Period and (b) the simple average of the fifteen (15) highest daily values observed in the preceding Quarterly Period for the Community Solar Subscription Mix as reported in the Community Solar Quarterly Report submitted by Seller to the IPA. Notwithstanding the payment adjustments described in the foregoing and for avoidance of doubt, if there is no change in the values calculated for the Contract Nameplate Capacity, Capacity and Contract Capacity Factor and Contract Price between a given period and the subsequent period, then there shall be no payment adjustments pursuant to this Section 2.6(a). (b) the quantity of RECs used for purposes of the first REC payment shall be based on the percent of Actual Nameplate Capacity that has been Subscribed at the time of Energization8 Energization9 of such Designated System, and which shall be subject to four (4) additional 8 For avoidance of doubt, the Quarterly Periods shall correspond to the Quarterly Periods associated with the Quarterly Payment Cycle assigned to the Designated System. 9 For avoidance of doubt, this information is submitted by Seller to the IPA as part of its ABP Part II Application requesting Energization. adjustments based on the Subscriber information in the Community Solar Quarterly Report submitted by Seller to the IPA pursuant to Section 6.2 for each of the first four (4) full Quarterly Periods after Energization; and provided that if the Community Solar Subscription Mix is less than fifty percent (50%), the quantity of RECs used for purposes of calculating 7 For avoidance of doubt, the Quarterly Periods shall correspond to the Quarterly Periods associated with the Quarterly Payment Cycle assigned to the Designated System. 8 For avoidance of doubt, this information is submitted by Seller to the IPA as part of its ABP Part II Application requesting Energization. REC payments shall be zero (0). In the event that the Community Solar Subscription Mix calculated for the fourth full Quarterly Period after Energization for a Designated System is less than fifty percent (50%), that Designated System shall be subject to Section 2.6(c). For purposes of the quarterly payment adjustment, the quantity of RECs used for purposes of calculating REC payments shall be based on the greater of: (a) the percent of Actual Nameplate Capacity that has been Subscribed on the last day of the preceding Quarterly Period and (b) the simple average of the fifteen (15) highest daily values observed in the preceding Quarterly Period for the percent of Actual Nameplate Capacity that has been Subscribed as reported in the Community Solar Quarterly Report submitted by Seller to the IPA; (c) if the Community Solar Subscription Mix is less than fifty percent (50%) for the Quarterly Period reported in the fourth (4th) Community Solar Quarterly Report submitted by Seller to the IPA, then Seller shall be afforded one (1) Quarterly Period to cure such deficiency, which period may be extended for good cause upon request by Seller to the IPA, and the payment adjustment described in Sections 2.6(a) and 2.6(b) shall be delayed until after the conclusion of such cure period. For purposes of the deficiency cure process, Seller shall submit updated information for an additional Quarterly Period (or extended cure period approved by the IPA), in an addendum to the fourth (4th) Community Solar Quarterly Report by the tenth (10th) day of the month immediately succeeding such additional Quarterly Period or extended cure period, as applicable.‌ (i) If (A) Seller fails to submit such an addendum to the fourth (4th) Community Solar Quarterly Report or (B) the Community Solar Subscription Mix remains less than fifty percent (50%) for the additional Quarterly Period or extended cure period reported in the addendum to the fourth (4th) Community Solar Quarterly Report, then the Designated System shall be removed from this Agreement. As soon as practicable after such occurrence, the IPA shall provide to Buyer and Seller a revised Schedule A, Schedule B, Schedule C and Schedule D to the Product Order for such Designated System indicating the removal of such Designated System from the Agreement. Upon the occurrence of such failure by Seller in (A) or (B) above, Buyer shall be entitled to payment by Seller in the amount of the Collateral Requirement for such Designated System calculated at the time of the issuance of the fourth (4th) Community Solar Quarterly Report, and if payments have been made to Seller with respect to the Designated System, Seller shall make a payment adjustment to Buyer based on the Contract Price recorded at Energization and on the difference between the number of RECs used to calculate payment and the number of RECs Delivered from such Designated System.9 Buyer may draw on Seller’s Performance Assurance for purposes of the aforementioned payment adjustment.:

Appears in 1 contract

Samples: Master Renewable Energy Credit Purchase and Sale Agreement

Additional Provisions Related to Community Renewable Energy Generation Projects. In addition to the foregoing, If the Designated System is a Community Renewable Energy Generation Project, the following shall apply: (a) the Contract Price for purposes of the first REC payment shall be further adjusted to reflect any Price Adders that may be applicable to the Community Solar Subscription Mix at the time of Energization of such Designated System, and which shall be . Subsequent to Energization, the quantity of RECs as well as the Contract Price used for purposes of the REC payment shall be subject to four (4) additional payment adjustments based on the information in the Community Solar Quarterly Report submitted by Seller to the IPA pursuant to Section 6.2 6.210(b) of the Cover Sheet for each of the first four (4) full Quarterly Periods7 after Energization. For purposes of the quarterly payment adjustment, the Contract Price used to be adjustedused for purposes of 7 For avoidance of doubt, the Quarterly Periods shall correspond to the Quarterly Periods associated with the Quarterly Payment Cycle assigned to the Designated System. calculating REC payments shall be based on the greater of: (a) the Community Solar Subscription Mix on the last day of the preceding Quarterly Period and (b) the simple average of the fifteen (15) highest daily values observed in the preceding Quarterly Period for the Community Solar Subscription Mix as reported in the Community Solar Quarterly Report submitted by Seller to the IPAIPA ;. Notwithstanding the payment adjustments described in the foregoing and for avoidance of doubt, if there is no change in the values calculated for the Contract Nameplate Capacity, Contract Capacity Factor and Contract Price between a given period and the subsequent period, then there shall be no payment adjustments pursuant to this Section 2.6(a). (b) the quantity of RECs used for purposes of the first REC payment shall be based on the percent of Actual Nameplate Capacity that has been Subscribed at the time of Energization8 of such Designated System, and which shall be subject to four (4) additional adjustments based on the information in the Community Solar Quarterly Report submitted by Seller to the IPA pursuant to Section 6.2 6.210(b) of the Cover Sheet for each of the first four (4) full Quarterly Periods after Energization; and provided that if the Community Solar Subscription Mix is less than fifty percent (50%), the quantity of RECs used for purposes of calculating 7 For avoidance of doubt, the Quarterly Periods shall correspond to the Quarterly Periods associated with the Quarterly Payment Cycle assigned to the Designated System. 8 For avoidance of doubt, this information is submitted by Seller to the IPA as part of its ABP Part II Application requesting Energization. REC payments shall be zero (0) if). In the event percent of Actual Nameplate Capacityevent that the has been subscribedthe Community Solar Subscription Mix calculated for the fourth full Quarterly Period after Energization for a Designated System is less than fifty percent (50%), that Designated System shall be subject to Section 2.6(c2.6(c)%). .. For purposes of the quarterly payment adjustment, the quantity of RECs used for purposes of calculating REC payments shall be based on the greater of: (a) the percent of Actual Nameplate Capacity that has been Subscribed on the last day of the preceding Quarterly Period and (b) the simple average of the fifteen (15) highest daily values observed in the preceding Quarterly Period for the percent of Actual Nameplate Capacity that has been Subscribed as reported in the Community Solar Quarterly Report submitted by Seller to the IPA; (c) if the Community Solar Subscription Mix is less than fifty percent (50%) for the Quarterly Period reported in the fourth (4th) Community Solar Quarterly Report submitted by Seller to the IPA, then Seller shall be afforded one (1) Quarterly Period to cure such deficiency, which period may be extended for good cause upon request by Seller to the IPA, and the payment adjustment described in Sections 2.6(a) and 2.6(b) shall be delayed until after the conclusion of such cure period. For purposes of the deficiency cure process, Seller shall submit updated information for an additional Quarterly Period (or extended cure period approved by the IPA), in an addendum to the fourth (4th) Community Solar Quarterly Report by the tenth (10th) day of the month immediately succeeding such additional Quarterly Period or extended cure period, as applicable.‌applicable. ‌ (i) If (A) Seller fails to submit such an addendum to the fourth (4th) Community Solar Quarterly Report or (B) the Community Solar Subscription Mix remains less than fifty percent (50%) for the additional Quarterly Period or extended cure period reported in the addendum to the fourth (4th) Community Solar Quarterly Report, then the Designated System shall be removed from this Agreement. As soon as practicable after such occurrence, the IPA shall provide to Buyer and Seller a revised Schedule A, Schedule B, Schedule C and Schedule D to the Product Order 8 For avoidance of doubt, this information is submitted by Seller to the IPA as part of its ABP Part II Application requesting Energization. for such Designated System indicating the removal of such Designated System from the Agreement. Upon the occurrence of such failure by Seller in (A) or (B) above, Buyer shall be entitled to payment by Seller in the amount of the Collateral Requirement for such Designated System calculated at the time of the issuance of the fourth (4th) Community Solar Quarterly Report, and if payments have been made to Seller with respect to the Designated System, Seller shall make a payment adjustment to Buyer based on the Contract Price recorded at Energization and on the difference between the number of RECs used to calculate payment and the number of RECs Delivered from such Designated System.9 Buyer may draw on Seller’s Performance Assurance for purposes of the aforementioned payment adjustment. (ii) If the Community Solar Subscription Mix is at least fifty percent (50%) for the Quarterly Period reported in the additional Quarterly Period (or extended cure period approved by the IPA) reported in the addendum to the fourth (4th) Community Solar Quarterly Report, then for purposes of the administration of this Agreement including the administration of Section 4.2(d) and for purposes of the payment adjustment described in Sections 2.6(a) and 2.6(b), the updated information, including the percent of Actual Nameplate Capacity that is Subscribed, applicable for the additional Quarterly Period reported in the addendum to the fourth (4th) Community Solar Quarterly Report (or extended cure period approved by the IPA) shall be deemed to have prevailed for the Quarterly Period reported in the initial fourth (4th) Community Solar Quarterly Report submitted by Seller; (iii) Unless otherwise required for clarity by the context in which the term appears in Article 1 or hereinafter, (a) the fourth (4th) Community Solar Quarterly Report shall include the addendum thereto; and (b) references to information contained in the fourth (4th) Community Solar Quarterly Report shall incorporate any updates calculated in the cure period contained in the addendum thereto.

Appears in 1 contract

Samples: Master Renewable Energy Certificate Credit Purchase and Sale Agreement

Additional Provisions Related to Community Renewable Energy Generation Projects. If In addition to the foregoing, ifIf the Designated System is a Community Renewable Energy Generation Project, the following shall apply: (a) the Contract Price for purposes of the first REC payment shall be further adjusted to reflect any Price addersPrice Adders that may be applicable to the Community Solar Subscription Mix at the time of Energization of such Designated System, and which. Subsequent to Energization, the quantity of RECs as well as the Contract Price used for purposes of the REC payment shall be subject to four (4) additional payment adjustments based on the information in the Community Solar Quarterly Report submitted by Seller to the IPA pursuant to Section 6.2 10(b) of the Cover Sheet6.2 for each of the first four (4) full Quarterly Periods7 Periods17 after Energization. For purposes of the quarterly payment adjustment, the Contract Price used to be adjustedused for purposes of calculating REC payments shall be based on the greater of: (a) the Community Solar Subscription Mix on the last day of the preceding Quarterly Period and (b) the simple average of the fifteen (15) highest daily values observed in the preceding Quarterly Period for the Community Solar Subscription Mix as reported in the Community Solar Quarterly Report submitted by Seller to the IPAIPA ;. Notwithstanding the payment adjustments described in the foregoing and for avoidance of doubt, if there is no change in the values calculated for the Contract Nameplate Capacity, Contract Capacity Factor and Contract Price between a given period and the subsequent period, then there shall be no payment adjustments pursuant to this Section 2.6(a). (b) the quantity of RECs used for purposes of the first REC payment shall be based on the percent of Actual Nameplate Capacity that has been Subscribed subscribedSubscribed at the time of Energization8 Energization 18 of such Designated System, and which shall be subject to four (4) additional adjustments based on the information in the Community Solar Quarterly Report submitted by Seller to the IPA pursuant to Section 6.2 10(b) of the Cover Sheet6.2 for each of the first four (4) full Quarterly Periods after Energization; and provided that if the Community Solar Subscription Mix is less than fifty percent (50%), the quantity of RECs used for purposes of calculating 7 REC Paymentspayments shall be zero (0) if). In the percent of Actual Nameplate Capacityevent that has been subscribedthe Community 17 For avoidance of doubt, the Quarterly Periods shall correspond to the Quarterly Periods associated with the Quarterly Payment Cycle assigned to the Designated System. 8 18 For avoidance of doubt, this information is submitted by Seller to the IPA as part of its ABP Part II Application requesting Energization. REC payments shall be zero (0). In the event that the Community Solar Subscription Mix calculated for the fourth full Quarterly Period after Energization for a Designated System is less than fifty percent (50%50%).%), that Designated System shall be subject to Section 2.6(c). For purposes of the quarterly payment adjustment, the quantity of RECs used for purposes of calculating REC payments Paymentspayments shall be based on the greater of: (a) the percent of Actual Nameplate Capacity that has been Subscribed on the last day of the preceding Quarterly Period and (b) the simple average of the fifteen (15) highest daily values observed in the preceding Quarterly Period for the percent of Actual Nameplate Capacity that has been subscribed on the last day of the preceding Quarterly Period Subscribed as reported in the Community Solar Quarterly Report submitted by Seller to the IPA; (c) if the Community Solar Subscription Mix is less than fifty percent (50%) for the Quarterly Period reported in the fourth (4th) Community Solar Quarterly Report submitted by Seller to the IPAIPA19, then Seller shall be afforded one (1) Quarterly Period to cure such deficiency, which period may be extended for good cause upon request by Seller to the IPA, and the payment adjustment described in Sections 2.6(a) and 2.6(b) shall be delayed until after the conclusion of such cure period. For purposes of the deficiency cure process, Seller shall submit updated information for an additional Quarterly Period (or extended cure period approved by the IPA), in an addendum to the fourth (4th) Community Solar Quarterly Report by the tenth (10th) day of the month immediately succeeding such additional Quarterly Period or extended cure period, as applicable.‌applicable. (i) If (A) Seller fails to submit such an addendum to the fourth (4th) Community Solar Quarterly Report or (B) the Community Solar Subscription Mix remains less than fifty percent (50%) for the additional Quarterly Period or extended cure period reported in the addendum to the fourth (4th) Community Solar Quarterly Report, then the Designated System shall be removed from this Agreement. As soon as practicable after such occurrence, the IPA shall provide to Buyer and Seller a revised Schedule A, Schedule B, Schedule C and Schedule D to the Product Order for such Designated System indicating the removal of such Designated System from the Agreement. Upon the occurrence of such failure by Seller in (A) or (B) above, Buyer shall be entitled to payment by Seller in the amount of the Collateral Requirement for such Designated System calculated at the time of the issuance of the fourth (4th) Community Solar Quarterly Report, and if payments have been made to Seller with respect to the Designated System, Seller shall make a payment adjustment to Buyer based on the Contract Price recorded at Energization and on the difference between the number of RECs used to calculate payment and the number of RECs Delivered from such Designated System.9 System.20 Buyer may 20 Specifically, if payments have been made to Seller with respect to a Designated System, and the number of RECs Delivered from such Designated System is less than the Designated System Paid REC Quantity, then with respect to each such Designated System, Seller shall return a portion of the amount of payment equal to the multiplicative product of (A) the Contract Price recorded at Energization and (B) the positive difference between (i) the Designated System Paid REC Quantity using the Contract Price recorded at Energization and (ii) the number of RECs that has been Delivered from such Designated System (not to exceed the Designated System Contract Maximum REC Quantity). draw on Seller’s Performance Assurance for purposes of the aforementioned payment adjustment. (ii) If the Community Solar Subscription Mix is at least fifty percent (50%) for the Quarterly Period reported in the additional Quarterly Period (or extended cure period approved by the IPA) reported in the addendum to the fourth (4th) Community Solar Quarterly Report, then for purposes of the administration of this Agreement including the administration of Section 4.2(d) and for purposes of the payment adjustment described in Sections 2.6(a) and 2.6(b), the updated information, including the percent of Actual Nameplate Capacity that is Subscribed, applicable for the additional Quarterly Period reported in the addendum to the fourth (4th) Community Solar Quarterly Report (or extended cure period approved by the IPA) shall be deemed to have prevailed for the Quarterly Period reported in the initial fourth (4th) Community Solar Quarterly Report submitted by Seller; (iii) Unless otherwise required for clarity by the context in which the term appears in Article 1 or hereinafter, (a) the fourth (4th) Community Solar Quarterly Report shall include the addendum thereto; and (b) references to information contained in the fourth (4th) Community Solar Quarterly Report shall incorporate any updates calculated in the cure period contained in the addendum thereto.

Appears in 1 contract

Samples: Master Renewable Energy Certificate Credit Purchase and Sale Agreement

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Additional Provisions Related to Community Renewable Energy Generation Projects. If the Designated System is a Community Renewable Energy Generation Project, the following shall apply: (a) the Contract Price for purposes of the first REC payment shall be further adjusted to reflect any Price Adders that may be applicable to the Community Solar Subscription Mix at the time of Energization of such Designated System. Subsequent to Energization, the quantity of RECs as well as the Contract Price used for purposes of the REC payment shall be subject to four (4) additional payment adjustments based on the information in the Community Solar Quarterly Report submitted by Seller to the IPA pursuant to Section 6.2 for each of the first four (4) full Quarterly Periods7 after Energization. For purposes of the quarterly payment adjustment, the Contract Price used for purposes of calculating REC payments shall be based on the greater of: (a) the Community Solar Subscription Mix on the last day of the preceding Quarterly Period and (b) the simple average of the fifteen (15) highest daily values observed in the preceding Quarterly Period for the Community Solar Subscription Mix as reported in the Community Solar Quarterly Report submitted by Seller to the IPA. Notwithstanding the payment adjustments described in the foregoing and for avoidance of doubt, if there is no change in the values calculated for the Contract Nameplate Capacity, Contract Capacity Factor and Contract Price between a given period and the subsequent period, then there shall be no payment adjustments pursuant to this Section 2.6(a). (b) the quantity of RECs used for purposes of the first REC payment shall be based on the percent of Actual Nameplate Capacity that has been Subscribed at the time of Energization8 of such Designated System, and which shall be subject to four (4) additional adjustments based on the information in the Community Solar Quarterly Report submitted by Seller to the IPA pursuant to Section 6.2 for each of the first four (4) full Quarterly Periods after Energization; and provided that if the Community Solar Subscription Mix is less than fifty percent (50%), the quantity of RECs used for purposes of calculating 7 For avoidance of doubt, the Quarterly Periods shall correspond to the Quarterly Periods associated with the Quarterly Payment Cycle assigned to the Designated System. 8 For avoidance of doubt, this information is submitted by Seller to the IPA as part of its ABP Part II Application requesting Energization. REC payments shall be zero (0). In the event that the Community Solar Subscription Mix calculated for the fourth full Quarterly Period after Energization for a Designated System is less than fifty percent (50%), that Designated System shall be subject to Section 2.6(c). For purposes of the quarterly payment adjustment, the quantity of RECs used for purposes of calculating REC payments shall be based on the greater of: (a) the percent of Actual Nameplate Capacity that has been Subscribed on the last day of the preceding Quarterly Period and (b) the simple average of the fifteen (15) highest daily values observed in the preceding Quarterly Period for the percent of Actual Nameplate Capacity that has been Subscribed as reported in the Community Solar Quarterly Report submitted by Seller to the IPA; (c) if the Community Solar Subscription Mix is less than fifty percent (50%) for the Quarterly Period reported in the fourth (4th) Community Solar Quarterly Report submitted by Seller to the IPA, then Seller shall be afforded one (1) Quarterly Period to cure such deficiency, which period may be extended for good cause upon request by Seller to the IPA, and the payment adjustment described in Sections 2.6(a) and 2.6(b) shall be delayed until after the conclusion of such cure period. For purposes of the deficiency cure process, Seller shall submit updated information for an additional Quarterly Period (or extended cure period approved by the IPA), in an addendum to the fourth (4th) Community Solar Quarterly Report by the tenth (10th) day of the month immediately succeeding such additional Quarterly Period or extended cure period, as applicable.‌applicable. (i) If (A) Seller fails to submit such an addendum to the fourth (4th) Community Solar Quarterly Report or (B) the Community Solar Subscription Mix remains less than fifty percent (50%) for the additional Quarterly Period or extended cure period reported in the addendum to the fourth (4th) Community Solar Quarterly Report, then the Designated System shall be removed from this Agreement. As soon as practicable after such occurrence, the IPA shall provide to Buyer and Seller a revised Schedule A, Schedule B, Schedule C and Schedule D to the Product Order for such Designated System indicating the removal of such Designated System from the Agreement. Upon the occurrence of such failure by Seller in (A) or (B) above, Buyer shall be entitled to payment by Seller in the amount of the Collateral Requirement for such Designated System calculated at the time of the issuance of the fourth (4th) Community Solar Quarterly Report, and if payments have been made to Seller with respect to the Designated System, Seller shall make a payment adjustment to Buyer based on the Contract Price recorded at Energization and on the difference between the number of RECs used to calculate payment and the number of RECs Delivered from such Designated System.9 Buyer may draw on Seller’s Performance Assurance for purposes of the aforementioned payment adjustment.

Appears in 1 contract

Samples: Renewable Energy Credit Purchase and Sale Agreement

Additional Provisions Related to Community Renewable Energy Generation Projects. If the Designated System is a Community Renewable Energy Generation Project, the following shall apply: (a) the Contract Price for purposes of the first REC payment shall be further adjusted to reflect include any Price Adders that may be applicable to the realized Community Solar Subscription Mix at the time of Energization of such Designated System. Subsequent , and the Contract Price shall be set consistent with Section 1.22 and shall be fixed throughout the Delivery Term without further adjustments.17 (b) with respect to Energizationa Delivery Year, the quantity of Delivered RECs as well as the Contract Price used eligible for purposes of the REC payment shall be subject to four (4) additional payment adjustments based on the information in the Community Solar Quarterly Report submitted by Seller to the IPA pursuant to Section 6.2 for each of the first four (4) full Quarterly Periods7 after Energization. For purposes of the quarterly payment adjustment, the Contract Price used for purposes of calculating REC payments shall be based on the greater of: of (a) the Community Solar Subscription Mix on the last day of the preceding Quarterly Period and (b) the simple average of the fifteen (15) highest daily values observed in the preceding Quarterly Period for the Community Solar Subscription Mix as reported in the Community Solar Quarterly Report submitted by Seller to the IPA. Notwithstanding the payment adjustments described in the foregoing and for avoidance of doubt, if there is no change in the values calculated for the Contract Nameplate Capacity, Contract Capacity Factor and Contract Price between a given period and the subsequent period, then there shall be no payment adjustments pursuant to this Section 2.6(a). (b) the quantity of RECs used for purposes of the first REC payment shall be based on the percent of Actual Nameplate Capacity that has been Subscribed at the time of Energization8 of such Designated System, and which shall be subject to four (4) additional adjustments based on the information in the Community Solar Quarterly Report submitted by Seller to the IPA pursuant to Section 6.2 for each of the first four (4) full Quarterly Periods after Energization; and provided that if the Community Solar Subscription Mix is less than fifty percent (50%), the quantity of RECs used for purposes of calculating 7 For avoidance of doubt, the Quarterly Periods shall correspond to the Quarterly Periods associated with the Quarterly Payment Cycle assigned to the Designated System. 8 For avoidance of doubt, this information is submitted by Seller to the IPA as part of its ABP Part II Application requesting Energization. REC payments shall be zero (0). In the event that the Community Solar Subscription Mix calculated for the fourth full Quarterly Period after Energization for a Designated System is less than fifty percent (50%), that Designated System shall be subject to Section 2.6(c). For purposes of the quarterly payment adjustment, the quantity of RECs used for purposes of calculating REC payments shall be based on the greater of: (ai) the percent of Actual Nameplate Capacity that has been Subscribed as observed on the last day first Business Day of the preceding Quarterly Period June and (bii) the simple average of the fifteen (15) highest daily values observed in the preceding Quarterly Period for the percent of Actual Nameplate Capacity that has been Subscribed as reported observed on the first Business Day of December of such Delivery Year subject to the payment provisions of Section 5.2.18 For purposes of the foregoing calculation with respect to the first Delivery Year, the quantity of in which RECs are Delivered from the Designated System (conditional on Energization having previously occurred), the quantity of Delivered RECs eligible for payment shall be based on the greater of: (i) the percent of Actual Nameplate Capacity that has been Subscribed as observed at Energization, as indicated in Schedule B to the Product Order; or (ii) the percent of Actual Nameplate Capacity that has been Subscribed as observed on the first Business Day of December of such Delivery Year, if available, subject to the payment provisions of Section 5.2. The Subscription calculated in the Community Solar Quarterly Report submitted by Seller foregoing shall be deemed as the Subscription to be applied for the IPA; (c) Delivery Year. Notwithstanding the foregoing, if the Community Solar Subscription Mix is less than fifty percent (50%) as observed on the first Business Day of June and the first Business Day of December of a Delivery Year, then the Subscription shall be deemed to be zero percent (0%) for such Delivery Year and the Quarterly Period reported quantity of RECs used for purposes of calculating REC payments in such Delivery Year shall be zero (0)19; further, if the fourth percent of Actual Nameplate Capacity that has been Subscribed is at least ninety percent (4th90%) Community Solar Quarterly Report submitted by Seller as observed on the first Business Day of June or 17 NTD: IPA Act Section 1-75(c)(1)(G)(iv)(3)(E)(i): “Renewable energy credit prices shall be fixed, without further adjustment under any other provision of this Act or for any other reason, at 10% lower than prices applicable to the IPAlast open block for this category, then Seller inclusive of any adders available for achieving a minimum of 50% of subscribers to the project's nameplate capacity being residential or small commercial customers with subscriptions of below 25 kilowatts in size;” 18 NTD: IPA Act Section 1-75(c)(1)(L)(iv): “…the contract price for a delivery year shall be afforded one (1) Quarterly Period to cure such deficiency, which period may be extended for good cause upon request by Seller to based on subscription levels as measured on the IPA, and the payment adjustment described in Sections 2.6(a) and 2.6(b) shall be delayed until after the conclusion of such cure period. For purposes higher of the deficiency cure process, Seller shall submit updated information for an additional Quarterly Period (or extended cure period approved by the IPA), in an addendum to the fourth (4th) Community Solar Quarterly Report by the tenth (10th) first business day of the month immediately succeeding such additional Quarterly Period delivery year or extended cure period, as applicable.‌ (i) If (A) Seller fails to submit such an addendum to the fourth (4th) Community Solar Quarterly Report or (B) first business day 6 months after the Community Solar Subscription Mix remains less than fifty percent (50%) for the additional Quarterly Period or extended cure period reported in the addendum to the fourth (4th) Community Solar Quarterly Report, then the Designated System shall be removed from this Agreement. As soon as practicable after such occurrence, the IPA shall provide to Buyer and Seller a revised Schedule A, Schedule B, Schedule C and Schedule D to the Product Order for such Designated System indicating the removal of such Designated System from the Agreement. Upon the occurrence of such failure by Seller in (A) or (B) above, Buyer shall be entitled to payment by Seller in the amount first business day of the Collateral Requirement for such Designated System calculated at the time of the issuance of the fourth (4th) Community Solar Quarterly Report, and if payments have been made to Seller with respect to the Designated System, Seller shall make a payment adjustment to Buyer based on the Contract Price recorded at Energization and on the difference between the number of RECs used to calculate payment and the number of RECs Delivered from such Designated System.9 Buyer may draw on Seller’s Performance Assurance for purposes of the aforementioned payment adjustmentdelivery year.

Appears in 1 contract

Samples: Renewable Energy Credit Purchase and Sale Agreement

Additional Provisions Related to Community Renewable Energy Generation Projects. If the Designated System is a Community Renewable Energy Generation Project, the following shall apply: (a) the Contract Price for purposes of the first REC payment shall be further adjusted to reflect any Price Adders that may be applicable to the Community Solar Subscription Mix at the time of Energization of such Designated System. Subsequent to Energization, the quantity of RECs as well as the Contract Price used for purposes of the REC payment shall be subject to four (4) additional payment adjustments based on the information in the Community Solar Quarterly Report submitted by Seller to the IPA pursuant to Section 6.2 for each of the first four (4) full Quarterly Periods7 Periods17 after Energization. For purposes of the quarterly payment adjustment, the Contract Price (including any Price Adder) used for purposes of calculating REC payments shall be based on the greater of: (a) the Community Solar Subscription Mix on the last day of the preceding Quarterly Period and (b) the simple average of the fifteen (15) highest daily values observed in the preceding Quarterly Period for the Community Solar Subscription Mix as reported in the Community Solar Quarterly Report submitted by Seller to the IPA. Notwithstanding the payment adjustments described in the foregoing and for avoidance of doubt, if there is no change in the values calculated for the Contract Nameplate Capacity, Contract Capacity Factor and Contract Price between a given period and the subsequent period, then there shall be no payment adjustments pursuant to this Section 2.6(a). (b) the quantity of RECs used for purposes of the first REC payment shall be based on the percent of Actual Nameplate Capacity that has been Subscribed at the time of Energization8 17 For avoidance of doubt, the Quarterly Periods shall correspond to the Quarterly Periods associated with the Quarterly Payment Cycle assigned to the Designated System. Energization 18 of such Designated System, and which shall be subject to four (4) additional adjustments based on the information in the Community Solar Quarterly Report submitted by Seller to the IPA pursuant to Section 6.2 for each of the first four (4) full Quarterly Periods after Energization; and provided that if the Community Solar Subscription Mix is less than fifty percent (50%), the quantity of RECs used for purposes of calculating 7 For avoidance of doubt, the Quarterly Periods shall correspond to the Quarterly Periods associated with the Quarterly Payment Cycle assigned to the Designated System. 8 For avoidance of doubt, this information is submitted by Seller to the IPA as part of its ABP Part II Application requesting Energization. REC payments shall be zero (0). In the event that the Community Solar Subscription Mix calculated for the fourth full Quarterly Period after Energization for a Designated System is less than fifty percent (50%), that Designated System shall be subject to Section 2.6(c). For purposes of the quarterly payment adjustment, the quantity of RECs used for purposes of calculating REC payments shall be based on the greater of: : (a) the percent of Actual Nameplate Capacity that has been Subscribed on the last day of the preceding Quarterly Period and (b) the simple average of the fifteen (15) highest daily values observed in the preceding Quarterly Period for the percent of Actual Nameplate Capacity that has been Subscribed as reported in the Community Solar Quarterly Report submitted by Seller to the IPA; (c) if the Community Solar Subscription Mix is less than fifty percent (50%) for the Quarterly Period reported in the fourth (4th) Community Solar Quarterly Report submitted by Seller to the IPAIPA19, then Seller shall be afforded one (1) Quarterly Period to cure such deficiency, which period may be extended for good cause upon request by Seller to the IPA, and the payment adjustment described in Sections 2.6(a) and 2.6(b) shall be delayed until after the conclusion of such cure period. For purposes of the deficiency cure process, Seller shall submit updated information for an additional Quarterly Period (or extended cure period approved by the IPA), in an addendum to the fourth (4th) Community Solar Quarterly Report by the tenth (10th) day of the month immediately succeeding such additional Quarterly Period or extended cure period, as applicable.‌ (i) If (A) Seller fails to submit such an addendum to the fourth (4th) Community Solar Quarterly Report or (B) the Community Solar Subscription Mix remains less than fifty percent (50%) for the additional Quarterly Period or extended cure period reported in the addendum to the fourth (4th) Community Solar Quarterly Report, then the Designated System shall be removed from this Agreement. As soon as practicable after such occurrence, the IPA shall provide to Buyer and Seller a revised Schedule A, Schedule B, Schedule C and Schedule D to the Product Order for such Designated System indicating the removal of such Designated System from the Agreement. Upon the occurrence of such failure by Seller in (A) or (B) above, Buyer shall be entitled to payment by Seller in the amount of the Collateral Requirement for such Designated System calculated at the time of the issuance of the fourth (4th) Community Solar Quarterly Report, and if payments have been made to Seller with respect to the Designated System, Seller shall make a payment adjustment to Buyer based on the Contract Price recorded at Energization and on the difference between the number of RECs used to calculate payment and the number 18 For avoidance of RECs Delivered from such Designated System.9 Buyer may draw on Seller’s Performance Assurance for purposes doubt, this information is submitted by Seller to the IPA as part of the aforementioned payment adjustmentits ABP Part II Application requesting Energization.

Appears in 1 contract

Samples: Master Renewable Energy Credit Purchase and Sale Agreement

Additional Provisions Related to Community Renewable Energy Generation Projects. If the Designated System is a Community Renewable Energy Generation Project, the following shall apply: (a) the Contract Price for purposes of the first REC payment shall be further adjusted to reflect any Price Adders that may be applicable to the Community Solar Subscription Mix at the time of Energization of such Designated System. Subsequent : subsequent to Energization, the quantity of RECs as well as the Contract Price used for purposes of the REC payment shall be subject to four (4) additional payment adjustments as hereinafter provided based on the information in the Community Solar Quarterly Report submitted by Seller to the IPA pursuant to Section 6.2 for each of the first four (4) full Quarterly Periods7 Periods8 after Energization. For purposes of the quarterly payment adjustment, the Contract Price used for purposes of calculating REC payments shall be based on the greater of: (a) the Community Solar Subscription Mix on the last day of the preceding Quarterly Period and (b) the simple average of the fifteen (15) highest daily values observed in the preceding Quarterly Period for the Community Solar Subscription Mix as reported in the Community Solar Quarterly Report submitted by Seller to the IPA. Notwithstanding the payment adjustments described in the foregoing and for avoidance of doubt, if there is no change in the values calculated for the Contract Nameplate Capacity, Capacity and Contract Capacity Factor and Contract Price between a given period and the subsequent period, then there shall be no payment adjustments pursuant to this Section 2.6(a). (b) . the quantity of RECs used for purposes of the first REC payment shall be based on the percent of Actual Nameplate Capacity that has been Subscribed at the time of Energization8 Energization9 of such Designated System, and which shall be subject to four (4) additional adjustments based on the Subscriber information in the Community Solar Quarterly Report submitted by Seller to the IPA pursuant to Section 6.2 for each of the first four (4) full Quarterly Periods after Energization; and provided that if the Community Solar Subscription Mix is less than fifty percent (50%), the quantity of RECs used for purposes of calculating 7 For avoidance of doubt, the Quarterly Periods shall correspond to the Quarterly Periods associated with the Quarterly Payment Cycle assigned to the Designated System. 8 For avoidance of doubt, this information is submitted by Seller to the IPA as part of its ABP Part II Application requesting Energization. REC payments shall be zero (0). In the event that the Community Solar Subscription Mix calculated for the fourth full Quarterly Period after Energization for a Designated System is less than fifty percent (50%), that Designated System shall be subject to Section 2.6(c2.6(a)(i)(c). For purposes of the quarterly payment adjustment, the quantity of RECs used for purposes of calculating REC payments shall be based on the greater of: (a) the percent of Actual Nameplate Capacity that has been Subscribed on the last day of the preceding Quarterly Period and (b) the simple average of the fifteen (15) highest daily values observed in the preceding Quarterly Period for the percent of Actual Nameplate Capacity that has been Subscribed as reported in the Community Solar Quarterly Report submitted by Seller to the IPA; (c) ; if the Community Solar Subscription Mix is less than fifty percent (50%) for the Quarterly Period reported in the fourth (4th) Community Solar Quarterly Report submitted by Seller to the IPA, then Seller shall be afforded one (1) Quarterly Period to cure such deficiency, which period may be extended for good cause upon request by Seller to the IPA, and the payment adjustment described in Sections 2.6(a2.6(a)(i)(a) and 2.6(b2.6(a)(i)(b) shall be delayed until after the conclusion of such cure period. For purposes of the deficiency cure process, Seller shall submit updated information for an additional Quarterly Period (or extended cure period approved by the IPA), in an addendum to the fourth (4th) Community Solar Quarterly Report by the tenth (10th) day of the month immediately succeeding such additional Quarterly Period or extended cure period, as applicable.‌ (i) applicable. If (A) Seller fails to submit such an addendum to the fourth (4th) Community Solar Quarterly Report or (B) the Community Solar Subscription Mix remains less than fifty percent (50%) for the additional Quarterly Period or extended cure period reported in the addendum to the fourth (4th) Community Solar Quarterly Report, then the Designated System shall be removed from this Agreement. As soon as practicable after such occurrence, the IPA shall provide to Buyer and Seller a revised Schedule A, Schedule B, Schedule C and Schedule D to the Product Order for such Designated System indicating the removal of such Designated System from the Agreement. Upon the occurrence of such failure by Seller in (A) or (B) above, Buyer shall be entitled to payment by Seller in the amount of the Collateral Requirement for such Designated System calculated at the time of the issuance of the fourth (4th) Community Solar Quarterly Report, and if payments have been made to Seller with respect to the Designated System, Seller shall make a payment adjustment to Buyer based on the Contract Price recorded at Energization and on equal to the difference between (1) the total payments made by Buyer to Seller for RECs from such Designated System, including any Advance of Capital, and (2) the multiplicative product of (a) Contract Price and (b) the number of RECs used to calculate payment and the number of RECs that has been Delivered from such Designated System.9 System.10 Buyer may draw on Seller’s Performance Assurance for purposes of the aforementioned payment adjustment; If the Community Solar Subscription Mix is at least fifty percent (50%) for the Quarterly Period reported in the additional Quarterly Period (or extended cure period approved by the IPA) reported in the addendum to the fourth (4th) Community Solar Quarterly Report, then for purposes of the administration of this Agreement including the administration of Section 4.2(d) and for purposes of the payment adjustment described in Sections 2.6(a)(i)(a) and 2.6(a)(i)(b), the updated information, including the percent of Actual Nameplate Capacity that is Subscribed, applicable for the additional Quarterly Period reported in the addendum to the fourth (4th) Community Solar Quarterly Report (or extended cure period approved by the IPA) shall be deemed to have prevailed for the Quarterly Period reported in the initial fourth (4th) Community Solar Quarterly Report submitted by Seller; Unless otherwise required for clarity by the context in which the term appears in Article 1 or hereinafter, (a) the fourth (4th) Community Solar Quarterly Report shall include the addendum thereto; and (b) references to information contained in the fourth (4th) Community Solar Quarterly Report shall incorporate any updates calculated in the cure period contained in the addendum thereto. the Standing Order for such Designated System shall be amended by Buyer and Seller as soon as practicable after the receipt of instructions to amend the Standing Order provided by the IPA based on information contained in each Community Solar Quarterly Report submitted pursuant to Section 6.2 to reflect the percent of Actual Nameplate Capacity that has been Subscribed based on information in such Community Solar Quarterly Report, and any RECs that are not Delivered under the Standing Order and are not eligible for Delivery under the Standing Order shall be the exclusive property of Seller, to be utilized in Seller’s sole discretion. The percentage of the Actual Nameplate Capacity for purposes of the Standing Order shall be set consistent with Section 2.3(b) and such amendment to the Standing Order shall be performed on a prospective basis and not retroactive basis regardless of the calculations performed in Section 2.6(a)(i)(a), Section 2.6(a)(i)(b) or Section 2.6(a)(i)(c); unless specified otherwise, the final quantity of RECs due payment for the period subsequent to the period covered by the fourth (4th) Community Solar Quarterly Report submitted pursuant to Section 6.2 shall be determined based on Community Solar Subscription Mix and percent of Actual Nameplate Capacity that has been Subscribed, as provided in the fourth (4th) Community Solar Quarterly Report submitted pursuant to Section 6.2; any adjustments to the quantity of RECs used for purposes of the REC payment calculations as provided in this Section 2.6, including any payment adjustments pursuant to Sections 2.6(a)(i)(a), 2.6(a)(i)(b), and 2.6(a)(i)(c), shall be reflected in the calculation of the Maximum Allowable Payment that is applicable for payment by Buyer in the following Quarterly Period in accordance with Section 5.111 and if such payment adjustment is negative and the amount of such payment adjustment is greater than the immediately subsequent payment due Seller, no payment shall be made to Seller until such Quarterly Period where payment could be made to Seller; following each of the Community Solar Quarterly Reports, any updates to parameters of the Designated System that are reflected on Schedule B to the Product Order shall be revised in an updated Schedule B issued by the IPA; Exhibit F-3 to this Agreement contains an illustrative example of the payment adjustments to be made following each of the first four (4) Community Solar Quarterly Reports as provided in Sections 2.6(a)(i)(a) and 2.6(a)(i)(b) above; and the Parties acknowledge and agree that the IPA shall have the right to obtain Subscription information from the interconnecting utility. Other Commitments. A Designated System may receive additional points during project selection under the Applicable Program for other attributes of the Designated System as proposed by Seller in its ABP Part I Application. In the event that Seller fails to demonstrate, and the IPA is unable to verify, fulfillment of such attributes in connection with the IPA’s review of the ABP Part II Application of such Designated System, the Designated System shall be removed from this Agreement. Upon the occurrence of such failure by Seller, Buyer shall be entitled to payment by Seller in the amount of the Collateral Requirement. Further, if Seller has received any Advance of Capital, Seller shall return such Advance of Capital in accordance with Section 5.6. In the case of a Designated System removal contemplated in this Section 2.7(a)(i)(a), the IPA shall provide to Buyer and Seller a revised Schedule A, Schedule C and Schedule D to the Product Order for such Designated System indicating the removal of such Designated System from the Agreement. For avoidance of doubt, for a Designated System that received additional points during project selection for the commitment to serve only local subscribers as proposed by Seller in its ABP Part I Application and as indicated in Schedule A (and Schedule B, if applicable) to the Product Order, only local subscribers shall count as Subscribers for purposes of contract administration, including for purposes of payment calculations under this Agreement and for purposes of the annual review process pursuant to Section 4.2(c), and this Section 2.7 shall not apply. Incorporation of Product Orders. This Agreement may include multiple Transactions. The date the ICC approves a Transaction shall constitute the “Trade Date” indicated in the Product Order for such Transaction. The terms of a Transaction are as specified in this Agreement and in a Product Order. For each Transaction, Buyer and Seller shall execute a Product Order substantially in the form of Exhibit A to this Agreement within seven (7) Business Days of Seller’s receipt of the Product Order to confirm the terms of the Transaction. Each Transaction may include multiple Designated Systems. For a Designated System that is approved by the ICC for inclusion in this Agreement, the IPA shall prepare and complete Schedule A to the Product Order for such Designated System, which includes summary information of such Designated System as proposed by Seller. Once a Designated System is Energized, the IPA shall prepare and complete Schedule B to the Product Order for such Designated System, which includes updated summary information related to the Designated System, and which shall be the basis for determining applicable payments under this Agreement. Schedule C to a Product Order provides a summary of the status of all Designated Systems included in such Product Order. Once a Designated System is removed pursuant to the terms of this Agreement, Schedule D to a Product Order is prepared to memorialize such removal and to provide information related to the predicate event that gave rise to the removal of that Designated System. (Each of Schedule A and Schedule B to the Product Order may contain elections to indicate the applicability of certain requirements set forth in the Applicable Program. For avoidance of doubt, the failure to reflect such elections in the schedules shall not nullify the applicability of the requirements set forth in the Applicable Program.)

Appears in 1 contract

Samples: Master Renewable Energy Credit Purchase and Sale Agreement

Additional Provisions Related to Community Renewable Energy Generation Projects. If the Designated System is a Community Renewable Energy Generation Project, the following shall apply: (a) the Contract Price for purposes of the first REC payment shall be further adjusted to reflect any Price Adders that may be applicable to the Community Solar Subscription Mix at the time of Energization of such Designated System. Subsequent to Energization, the quantity of RECs as well as the Contract Price used for purposes of the REC payment shall be subject to four (4) additional payment adjustments based on the information in the Community Solar Quarterly Report submitted by Seller to the IPA pursuant to Section 6.2 for each of the first four (4) full Quarterly Periods7 Periods17 after Energization. For purposes of the quarterly payment adjustment, the Contract Price used for purposes of calculating REC payments shall be based on the greater of: (a) the Community Solar Subscription Mix on the last day of the preceding Quarterly Period and (b) the simple average of the fifteen (15) highest daily values observed in the preceding Quarterly Period for the Community Solar Subscription Mix as reported in the Community Solar Quarterly Report submitted by Seller to the IPA. Notwithstanding the payment adjustments described in the foregoing and for avoidance of doubt, if there is no change in the values calculated for the Contract Nameplate Capacity, Contract Capacity Factor and Contract Price between a given period and the subsequent period, then there shall be no payment adjustments pursuant to this Section 2.6(a). (b) the quantity of RECs used for purposes of the first REC payment shall be based on the percent of Actual Nameplate Capacity that has been Subscribed at the time of Energization8 17 For avoidance of doubt, the Quarterly Periods shall correspond to the Quarterly Periods associated with the Quarterly Payment Cycle assigned to the Designated System. Energization 18 of such Designated System, and which shall be subject to four (4) additional adjustments based on the information in the Community Solar Quarterly Report submitted by Seller to the IPA pursuant to Section 6.2 for each of the first four (4) full Quarterly Periods after Energization; and provided that if the Community Solar Subscription Mix is less than fifty percent (50%), the quantity of RECs used for purposes of calculating 7 For avoidance of doubt, the Quarterly Periods shall correspond to the Quarterly Periods associated with the Quarterly Payment Cycle assigned to the Designated System. 8 For avoidance of doubt, this information is submitted by Seller to the IPA as part of its ABP Part II Application requesting Energization. REC payments shall be zero (0). In the event that the Community Solar Subscription Mix calculated for the fourth full Quarterly Period after Energization for a Designated System is less than fifty percent (50%), that Designated System shall be subject to Section 2.6(c). For purposes of the quarterly payment adjustment, the quantity of RECs used for purposes of calculating REC payments shall be based on the greater of: : (a) the percent of Actual Nameplate Capacity that has been Subscribed on the last day of the preceding Quarterly Period and (b) the simple average of the fifteen (15) highest daily values observed in the preceding Quarterly Period for the percent of Actual Nameplate Capacity that has been Subscribed as reported in the Community Solar Quarterly Report submitted by Seller to the IPA; (c) if the Community Solar Subscription Mix is less than fifty percent (50%) for the Quarterly Period reported in the fourth (4th) Community Solar Quarterly Report submitted by Seller to the IPAIPA19, then Seller shall be afforded one (1) Quarterly Period to cure such deficiency, which period may be extended for good cause upon request by Seller to the IPA, and the payment adjustment described in Sections 2.6(a) and 2.6(b) shall be delayed until after the conclusion of such cure period. For purposes of the deficiency cure process, Seller shall submit updated information for an additional Quarterly Period (or extended cure period approved by the IPA), in an addendum to the fourth (4th) Community Solar Quarterly Report by the tenth (10th) day of the month immediately succeeding such additional Quarterly Period or extended cure period, as applicable.‌ (i) If (A) Seller fails to submit such an addendum to the fourth (4th) Community Solar Quarterly Report or (B) the Community Solar Subscription Mix remains less than fifty percent (50%) for the additional Quarterly Period or extended cure period reported in the addendum to the fourth (4th) Community Solar Quarterly Report, then the Designated System shall be removed from this Agreement. As soon as practicable after such occurrence, the IPA shall provide to Buyer and Seller a revised Schedule A, Schedule B, Schedule C and Schedule D to the Product Order for such Designated System indicating the removal of such Designated System from the Agreement. Upon the occurrence of such failure by Seller in (A) or (B) above, Buyer shall be entitled to payment by Seller in the amount of the Collateral Requirement for such Designated System calculated at the time of the issuance of the fourth (4th) Community Solar Quarterly Report, and if payments have been made to Seller with respect to the Designated System, Seller shall make a payment adjustment to Buyer based on the Contract Price recorded at Energization and on the difference between the number of RECs used to calculate payment and the number 18 For avoidance of RECs Delivered from such Designated System.9 Buyer may draw on Seller’s Performance Assurance for purposes doubt, this information is submitted by Seller to the IPA as part of the aforementioned payment adjustmentits ABP Part II Application requesting Energization.

Appears in 1 contract

Samples: Renewable Energy Credit Purchase and Sale Agreement

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