Common use of Capacity Attributes Clause in Contracts

Capacity Attributes. Any actions required for Seller to comply with its obligations set forth in the first paragraph above, the cost of which will be included in the Compliance Expenditure Cap, shall be referred to collectively as the “Compliance Actions.” If Seller reasonably anticipates the need to incur out-of-pocket expenses in excess of the Compliance Expenditure Cap in order to take any Compliance Action Seller shall provide Notice to Buyer of such anticipated out-of-pocket expenses. Buyer will have sixty (60) days to evaluate such Notice (during which time period Seller is not obligated to take any Compliance Actions described in the Notice) and shall, within such time, either (1) agree to reimburse Seller for all of the costs that exceed the Compliance Expenditure Cap (such Buyer-agreed upon costs, the “Accepted Compliance Costs”), or (2) waive Seller’s obligation to take such Compliance Actions, or any part thereof for which Xxxxx has not agreed to reimburse Seller. If Buyer does not respond to a Notice given by Seller under this Section 3.13 within sixty (60) days after Xxxxx’s receipt of same, Buyer shall be deemed to have waived its rights to require Seller to take the Compliance Actions that are the subject of the Notice, and Seller shall have no further obligation to take, and no liability for any failure to take, these Compliance Actions for the remainder of the Contract Term. If Buyer agrees to reimburse Seller for the Accepted Compliance Costs, then Seller shall take such Compliance Actions covered by the Accepted Compliance Costs as agreed upon by the Parties and Xxxxx shall reimburse Seller for Seller’s actual costs to effect the Compliance Actions, not to exceed the Accepted Compliance Costs, within sixty (60) days from the time that Xxxxx receives an invoice and reasonable documentation of such costs from Seller. The Compliance Expenditure Cap shall apply to any change of Law that lowers the Facility’s Qualifying Capacity (including a change of Law that modifies the methodology for calculating the Qualifying Capacity), and no RA Deficiency Amount shall be owed to Buyer in the event Seller’s actions to address such change in Law are either (i) impossible or (ii) would cost more than the Compliance Expenditure Cap for Compliance Actions and Buyer does not agree to fund such excess. For the avoidance of doubt, any failure by Seller to operate the [Generating/Storage] Facility in accordance with Prudent Operating Practice, or to meet availability or other operational metrics or requirements established by CAISO or the CPUC (including as part of a change of Law) that apply generally to the [Generating/Storage] Facility and facilities similar to the [Generating/Storage] Facility, shall not be treated as a Compliance Action subject to the Compliance Expenditure Cap for all purposes of this Agreement.

Capacity Attributes. Any Seller shall have obtained Full Capacity Deliverability Status by the Commercial Operation Date. The Parties agree that Seller will be responsible for the cost and installation of any Network Upgrades associated with obtaining Full Deliverability Status. (a) During the entire Delivery Term, Xxxxx is entitled to and Seller grants, pledges, assigns, and otherwise commits to Buyer all the Capacity Attributes from the Facility. The consideration for Capacity Attributes is included in the Contract Price. (b) During the entire Delivery Term, Seller will transfer to Buyer, and Xxxxx will accept from Seller, any right, title, and interest that Seller will have in Capacity Attributes associated with the Facility. (c) During the entire Delivery Term, Seller will maintain eligibility for Full Capacity Deliverability Status or Interim Deliverability Status for the Facility from the CAISO and will perform all actions reasonably necessary to ensure that the Facility qualifies to provide Resource Adequacy Benefits to Seller. (d) Starting from the RA Guarantee Date, if during any month the Facility does not achieve or fails to maintain Full Capacity Deliverability Status, Seller will pay to Buyer an amount equal to the sum of (A) the CPUC System RA Penalty and (B) the CPM Soft Offer Cap (the “RA Deficiency Amount”). RA Deficiency Amounts will be offset against amounts owed to Seller pursuant to section 8.6. (e) Seller will not sell or make an attempt to sell the Capacity Attributes to any other Person or entity during the Delivery Term. Seller will not disclose to any other Person or entity that the Capacity Attributes belong to anyone other than to the Buyer during the Delivery Term. Buyer retains the ability to, at its own risk, disclose to any Person or entity that Capacity Attributes belong exclusively to Buyer. (f) Upon Xxxxx’s request, seller will: a. Execute the requisite documents and instruments in order to effect recognition and transfer of the Capacity Attributes to Buyer, and b. Reasonably cooperate with Buyer for Buyer to satisfy Resource Adequacy requirements, including (but not limited to) the following: i. Assisting Buyer in registering the Facility with CAISO so that the Capacity Rights are recognized and counted for Resource Adequacy purposes, ii. Working with Buyer to make annual submissions to CAISO associated with establishing the correct Capacity Rights, iii. Coordinating with Buyer to make submissions to CAISO that are required per the CAISO Tariff, iv. Providing CAISO all necessary information for annual and other outage planning. c. Deliver the documents, instruments, submissions, and information required for Seller to comply with its obligations set forth in Section 3.7(f). In responding to the first paragraph aboverequest, the cost of which will be included in the Compliance Expenditure Cap, shall be referred to collectively as the “Compliance Actions.” If Seller reasonably anticipates the need to incur out-of-pocket expenses in excess of the Compliance Expenditure Cap in order to take any Compliance Action Seller shall provide Notice to Buyer of such anticipated out-of-pocket expenses. Buyer will have sixty (60) days to evaluate such Notice (during which time period Seller is not obligated under no obligation to take provide any Compliance Actions described in the Notice) and shallconsent, within such timecertification, either (1) agree to reimburse Seller for all of the costs that exceed the Compliance Expenditure Cap (such Buyer-agreed upon costsrepresentation, the “Accepted Compliance Costs”)information or other document, or enter into any agreement that would negatively affect (2or could reasonably be expected to have or result in and adverse effect on) waive any of Seller’s obligation to take such Compliance Actionsrights, or any part thereof for which Xxxxx has not agreed to reimburse Seller. If Buyer does not respond to a Notice given by Seller benefits, risks and/or obligations under this Section 3.13 within sixty (60) days after Xxxxx’s receipt of same, Buyer shall be deemed to have waived its rights to require Seller to take the Compliance Actions that are the subject of the Notice, and Seller shall have no further obligation to take, and no liability for any failure to take, these Compliance Actions for the remainder of the Contract Term. If Buyer agrees to reimburse Seller for the Accepted Compliance Costs, then Seller shall take such Compliance Actions covered by the Accepted Compliance Costs as agreed upon by the Parties and Xxxxx shall reimburse Seller for Seller’s actual costs to effect the Compliance Actions, not to exceed the Accepted Compliance Costs, within sixty (60) days from the time that Xxxxx receives an invoice and reasonable documentation of such costs from Seller. The Compliance Expenditure Cap shall apply to any change of Law that lowers the Facility’s Qualifying Capacity (including a change of Law that modifies the methodology for calculating the Qualifying Capacity), and no RA Deficiency Amount shall be owed to Buyer in the event Seller’s actions to address such change in Law are either (i) impossible or (ii) would cost more than the Compliance Expenditure Cap for Compliance Actions and Buyer does not agree to fund such excess. For the avoidance of doubt, any failure by Seller to operate the [Generating/Storage] Facility in accordance with Prudent Operating Practice, or to meet availability or other operational metrics or requirements established by CAISO or the CPUC (including as part of a change of Law) that apply generally to the [Generating/Storage] Facility and facilities similar to the [Generating/Storage] Facility, shall not be treated as a Compliance Action subject to the Compliance Expenditure Cap for all purposes of this Agreement. (g) During the entire Delivery Term, Seller will install meters and power electronics that are necessary for Ancillary Services and Capacity Attributes from the Facility to be delivered to Buyer.

Capacity Attributes. Any actions required for Seller to comply with its obligations set forth shall request Full Capacity Deliverability Status in the first paragraph aboveCAISO generator interconnection process. As between Buyer and Seller, Seller shall be responsible for the cost and installation of which will be included in any Network Upgrades associated with obtaining such Full Capacity Deliverability Status.9‌ (a) Throughout the Compliance Expenditure CapDelivery Term, shall be referred Seller grants, pledges, assigns and otherwise commits to collectively as Buyer all the “Compliance ActionsCapacity Attributes from the Facility.” If (b) Throughout the Delivery Term, Seller reasonably anticipates hereby covenants and agrees to transfer all Resource Adequacy Benefits to Buyer.‌ (c) For the need to incur out-of-pocket expenses in excess duration of the Compliance Expenditure Cap in order to take any Compliance Action Delivery Term, Seller shall provide Notice take all reasonable actions, including complying with all applicable provisions of the CAISO Tariff, all registration and reporting requirements, and execute all documents or instruments necessary to enable Buyer of such anticipated out-of-pocket expenses. Buyer will have sixty (60) days to evaluate such Notice (during which time period Seller is not obligated to take any Compliance Actions described in the Notice) and shall, within such time, either (1) agree to reimburse Seller for use all of the costs that exceed the Compliance Expenditure Cap (such Buyer-agreed upon costs, the “Accepted Compliance Costs”), or (2) waive Seller’s obligation to take such Compliance Actions, or any part thereof for which Xxxxx has not agreed to reimburse Seller. If Buyer does not respond to a Notice given Capacity Attributes and Resource Adequacy Benefits committed by Seller under to Buyer pursuant to this Section 3.13 within sixty Agreement. (60d) days after Xxxxx’s receipt of sameDuring the Delivery Term, Buyer Seller shall be deemed not sell or attempt to have waived its rights sell to require Seller to take any other Person the Compliance Actions that are the subject of the NoticeCapacity Attributes, if any, and Seller shall have no further obligation not report to takeany person or entity that the Capacity Attributes, and no liability for any failure if any, belong to take, these Compliance Actions for anyone other than Buyer. (e) No later than the remainder Notification Deadline corresponding to each Showing Month of the Contract Delivery Term. If Buyer agrees to reimburse Seller for the Accepted Compliance Costs, then Seller shall take such Compliance Actions covered by the Accepted Compliance Costs as agreed upon by the Parties and Xxxxx shall reimburse Seller for Seller’s actual costs to effect the Compliance Actionssubmit, not to exceed the Accepted Compliance Costs, within sixty (60) days from the time that Xxxxx receives an invoice and reasonable documentation of such costs from Seller. The Compliance Expenditure Cap shall apply to any change of Law that lowers or cause the Facility’s Qualifying Capacity (including a change Scheduling Coordinator to submit, Supply Plans to identify and confirm the Resource Adequacy Benefits provided to Buyer for each Showing Month. Resource Adequacy Benefits are delivered and received when the XXXX Tool shows that the Supply Plans have been accepted by the CAISO. If CAISO rejects either the Supply Plans or Buyer’s Resource Adequacy Plans with respect to any part of Law that modifies the methodology Resource Adequacy Benefits in any Showing Month, the Parties will confer, make such corrections as are necessary for calculating the Qualifying Capacity)acceptance, and no RA Deficiency Amount shall be owed to Buyer in resubmit the event corrected Supply Plans or Resource Adequacy Plans for validation before the applicable Notification Deadline for the relevant Showing Month. (f) Without limiting Seller’s actions to address such change in Law are either obligations above, at Xxxxx’s request Seller shall: (i) impossible or execute such documents and instruments as may be reasonably required to effect recognition and transfer of the Capacity Attributes, if any, to Buyer and (ii) would cost more than cooperate reasonably with Buyer in order that Buyer may satisfy the Compliance Expenditure Cap for Compliance Actions Resource Adequacy requirements. Seller shall deliver such documents, instruments, submissions and information as may be requested by Buyer does not agree in connection with the Capacity Attributes and Resource Adequacy Benefits; provided that in responding to fund any such excess. For the avoidance of doubtrequests, Seller shall have no obligation to provide any consent, certification, representation, information or other document, or enter into any agreement, that adversely affects, or could reasonably be expected to have or result in an adverse effect on, any failure by Seller to operate the [Generating/Storage] Facility in accordance with Prudent Operating Practiceof Seller’s rights, or to meet availability or other operational metrics or requirements established by CAISO or the CPUC (including as part of a change of Law) that apply generally to the [Generating/Storage] Facility and facilities similar to the [Generating/Storage] Facilitybenefits, shall not be treated as a Compliance Action subject to the Compliance Expenditure Cap for all purposes of risks and/or obligations under this Agreement. (g) At all times during the Delivery Term, Seller shall install such meters and power electronics as are necessary so that Ancillary Services and Capacity Attributes may be provided from the Facility by Buyer.

Capacity Attributes. Any actions required for Seller to comply with its obligations set forth in the first paragraph above, the cost of which will be included in the Compliance Expenditure Cap, shall be referred to collectively as the “Compliance Actions.” If Seller reasonably anticipates the need to incur out-of-pocket expenses in excess of the Compliance Expenditure Cap in order to take any Compliance Action Seller shall provide Notice to Buyer of such anticipated out-of-pocket expenses. Buyer will have sixty (60) days to evaluate such Notice (during which time period Seller is not obligated to take any Compliance Actions described in the Notice) and shall, within such time, either (1) agree to reimburse Seller for all or some portion of the costs that exceed the Compliance Expenditure Cap (such Buyer-agreed upon costs, the “Accepted Compliance Costs”), or (2) waive Seller’s obligation to take such Compliance Actions, or any part thereof for which Xxxxx has not agreed to reimburse Seller. If Buyer does not respond to a Notice given by Seller under this Section 3.13 within sixty (60) days after Xxxxx’s receipt of same, Buyer shall be deemed to have waived its rights to require Seller to take the Compliance Actions that are the subject of the Notice, and Seller shall have no further obligation to take, and no liability for any failure to take, these Compliance Actions for the remainder of the Contract Term. If Buyer Xxxxx agrees to reimburse Seller for the Accepted Compliance Costs, then Seller shall take such Compliance Actions covered by the Accepted Compliance Costs as agreed upon by the Parties and Xxxxx shall reimburse Seller for Seller’s actual costs to effect the Compliance Actions, not to exceed the Accepted Compliance Costs, within sixty (60) days from the time that Xxxxx receives an invoice and reasonable documentation of such costs from Seller. The Compliance Expenditure Cap shall apply to any change of Law that lowers the Facility’s Qualifying Capacity (including a change of Law that modifies the methodology for calculating the Qualifying Capacity), and no RA Deficiency Amount shall be owed to Buyer in the event Seller’s actions to address such change in Law are either (i) impossible or (ii) would cost more than the Compliance Expenditure Cap for Compliance Actions and Buyer does not agree to fund such excess. For the avoidance of doubt, any failure by Seller to operate the [Generating/Storage] Facility in accordance with Prudent Operating Practice, or to meet availability or other operational metrics or requirements established by CAISO or the CPUC (including as part of a change of Law) that apply generally to the [Generating/Storage] Facility and facilities similar to the [Generating/Storage] Facility, shall not be treated as a Compliance Action subject to the Compliance Expenditure Cap for all purposes of this Agreement.